LEADING EDGE EARTH PRODUCTS INC
10QSB, 2000-12-20
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 October 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: 41,708,614 shares as of
December 15, 2000.

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



<PAGE>   2

PART I

ITEM 1.  FINANCIAL STATEMENTS

                        LEADING-EDGE EARTH PRODUCTS, INC.

<TABLE>
<CAPTION>
                                "Unaudited"              31-Oct-00
                                                        -----------
<S>                                                     <C>
ASSETS
Current assets:
      Cash                                              $     6,823
      Receivables, net of reserve                                 0
      Inventories                                           381,893
      Prepaid expenses and deposits                          10,632
                                                        -----------
        Total current assets                                399,348

Long-lived Assets
      Property, plant and equipment                       1,268,067
      Accumulated depreciation                              (93,842)
      Intangible assets                                     198,000
      Accumulated amortization                              (11,550)
                                                        -----------
        Total long-lived assets                           1,360,675
                                                        -----------
      Land and equipment held for sale                      134,108
                                                        -----------
        Total assets                                    $ 1,894,131
                                                        ===========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
      Credit line                                       $    48,421
      Accounts payable                                      367,613
      Accrued contract salary payable                       191,915
      Accrued royalties and interest payable                139,109
      Loans from shareholder                                367,987
      Notes payable                                         201,703
                                                        -----------
        Total current liabilities                         1,316,748

Long Term Liabilities:
      Leases payable                                        907,955
                                                        -----------
        Total liabilities                                 2,224,703

Shareholders' equity (deficit):
      Common stock, no par value 100 million
        shares authorized, 39,875,254 issued              7,617,796
      Note receivable from shareholders                     (80,000)
      Accumulated deficit                                (7,868,368)
                                                        -----------
        Total shareholders' equity                         (330,572)
                                                        -----------
        Total liabilities and shareholders' equity      $ 1,894,131
                                                        ===========

           The accompanying notes are an integral part of these financial
           statements
</TABLE>



<PAGE>   3

                        LEADING-EDGE EARTH PRODUCTS, INC.

             Statement of Operations for Three and Six Months Ended
                      October 31, 2000 and October 31, 1999

                                   "Unaudited"

<TABLE>
<CAPTION>
                                                                    Three months ended                   Six months ended
                                                              31-Oct-00          31-Oct-99          31-Oct-00          31-Oct-99
                                                             ------------       ------------       ------------       ------------
<S>                                                          <C>                <C>                <C>                <C>
INCOME:
      Sales                                                  $         --       $         --       $         --       $         --
      License and consulting revenues                                  --                 --                 --                 --
      Interest                                                          3             24,420                  3             45,464
      Other                                                            --                 84                 14                784
                                                             ------------       ------------       ------------       ------------
                          TOTAL INCOME                                  3             24,504                 17             46,248

IDLE PLANT EXPENSES:                                              117,912                 --            220,408                 --

RESEARCH & DEVELOPMENT EXPENSES:                                   22,992             10,028             42,344             20,126

GENERAL & ADMINISTRATIVE EXPENSES:
      Contract salaries and incentives                             33,000             23,000             73,955             39,529
      Travel and entertainment                                     11,646              2,631             30,414              8,681
      Legal and professional                                       47,889             42,597            119,685             71,743
      Promotion & corp. development                                 7,319             17,516             22,909             36,604
      Other general and administrative costs                      105,673              5,484            183,903             16,234
      Manufacturing equipment lease                                                   12,442             35,206             12,442
                                                             ------------       ------------       ------------       ------------
                          TOTAL GENERAL AND ADMINISTRATIVE        205,527            103,670            466,072            185,233

INTEREST AND OTHER EXPENSE
      Interest                                                     56,108              8,740             88,734             19,113
      Adjustment for unpaid revenues from
          Affiliate                                                    --             15,002                 --             28,640
                                                             ------------       ------------       ------------       ------------
                          TOTAL INTEREST AND OTHER EXPENSE         56,108             23,742             88,734             47,753
                                                             ------------       ------------       ------------       ------------
                          TOTAL EXPENSES                          402,539            137,440            817,558            253,112
                                                             ------------       ------------       ------------       ------------
                          NET LOSS                           $   (402,536)      $   (112,936)      $   (817,541)      $   (206,864)

Basic and diluted loss per share                             $      (0.01)      $      (0.00)      $      (0.02)      $      (0.01)

Weighted average shares outstanding                            39,929,863         29,394,454         39,163,007         29,394,454
                                                             ============       ============       ============       ============
</TABLE>



The accompanying notes are an integral part of these financial statements
<PAGE>   4

                        LEADING-EDGE EARTH PRODUCTS, INC.

             Statement of Cash Flows for Three and Six months ended
                      October 31, 2000 and October 31, 1999

                                   "Unaudited"

<TABLE>
<CAPTION>
                                                         Three months ended                  Six months ended
                                                    31-Oct-00         31-Oct-99         31-Oct-00        31-Oct-99
                                                   -----------       -----------       -----------       -----------
<S>                                                <C>               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss                                       $  (402,536)      $  (112,936)      $  (817,541)      $  (206,864)

ADJUSTMENTS TO RECONCILE NET LOSS TO CASH
FLOWS USED IN OPERATING ACTIVITIES:
    Noncash compensation expenses related to
       nonqualified stock options and grants
    Depreciation and amortization                       52,342            11,327           100,957           151,680
    Write-off of long-term assets
    Accrued royalty obligation
    Settlement of lawsuit

CHANGES IN OPERATING ASSETS AND LIABILITIES:
    Receivables                                                                             38,186
    Inventory                                          (49,378)                           (264,342)
    Prepaid expenses and deposits                        2,488            (8,812)            5,236             1,542
    Accounts payable                                   159,228               227           242,083           (38,258)
    Accrued salary obligations                          23,000            18,000            41,000             3,000
    Accrued interest payable                            23,069             1,597            31,298            10,060
                                                   -----------       -----------       -----------       -----------
          Total adjustments to Operating Loss          210,749            22,339           194,418           128,024
CASH USED IN OPERATING ACTIVITIES                     (191,787)          (90,597)         (623,123)          (78,840)

INVESTING ACTIVITIES:
    Investment in affiliate                                              (90,916)                           (206,684)
    Equipment purchases, disposals                    (105,564)                         (1,011,391)          (63,556)
    Purchase intangible
    Pmts on notes receivable fm stockholders
                                                   -----------       -----------       -----------       -----------
CASH USED BY INVESTING ACTIVITIES                     (105,564)          (90,916)       (1,011,391)         (270,240)

FINANCING ACTIVITIES:
    Increase in line of credit                           1,053            (2,789)           48,036            (2,181)
    Sale of common stock                                24,704           186,233           200,475           230,637
    Exercise of stock options                                             75,000                              75,000
    Exercise of Class A warrants
    Contributed capital
    Proceeds from notes payable
    Increase in leases payable                          59,531                             907,955
    Proceeds from loans from stockholders              269,132            71,233           308,877           166,233
    Payments on notes payable                          (97,100)                            100,000            27,613
    Payments on loans from stockholders                                 (146,233)                           (146,233)
                                                   -----------       -----------       -----------       -----------
CASH PROVIDED BY FINANCING                             257,320           183,444         1,565,343           351,069

    Net change in cash                                 (40,031)            1,931           (69,171)            1,989
    Cash at beginning of period                         46,854             1,182            75,994             1,124
                                                   -----------       -----------       -----------       -----------
    Cash at end of period                          $     6,823       $     3,113       $     6,823       $     3,113
                                                   ===========       ===========       ===========       ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>   5

October 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 October 2000, the Company took delivery of a custom
panel press, financed through a capital lease, with a cost of $99,500. The sum
of the minimum lease payments is $130,003. Management estimates the economic
life of this equipment to be 7 years.

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
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 October 31, 2000.

<PAGE>   6

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 October 31, 2000 no stock options were
granted.

LOANS FROM STOCKHOLDERS On October 31, 2000, the Company owed $367,387 in
unsecured, demand notes payable to stockholders with interest accruing at 8% or
10% per annum. Also, as of October 31 $139,109 in accrued interest was owed to
officers and directors of the Company.

LINE OF CREDIT The unused portion of LEEP's $50,000 line of credit was $1,579.
The Company's CEO personally guaranteed this line of credit.

Note 3: COMMITMENTS AND CONTINGENCIES

In October, 2000 LEEP accepted delivery of a custom panel press costing
$99,500. LEEP leased this equipment through a full payout lease, accounted for
as a capital lease, for 60 months with monthly payments of $2,167. 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.

The current portion of leases payable is $167,357.

Note 4:  INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements reflect all normal and necessary
adjustments that are, in the opinion of management, required for a fair
presentation of the results of the interim period.

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

<TABLE>
<S>                                              <C>
          Plant design                           $   117,025
          Manufacturing equipment                  1,139,263
          Office equipment                            11,779
                                                 -----------
</TABLE>

<PAGE>   7

<TABLE>
<S>                                              <C>
          Total                                  $ 1,268,067
          Accumulated depreciation                   (93,842)
                                                 -----------
          Net book value                         $ 1,174,225
</TABLE>


Note 6: INVENTORIES

Inventories at October 31, 2000 are summarized as follows:

<TABLE>
<S>                                     <C>
          Raw Materials                 $262,452
          Work in Process                104,623
          Finished Goods                  14,818
                                        --------
           Total                        $381,893
</TABLE>

<PAGE>   8

LEADING-EDGE EARTH PRODUCTS, INC.

PLAN OF OPERATION: LEEPCORE production is located in a newly customized 30,000
square foot building and operational with a 100-foot long three-stage
rollforming system and three 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,
or a central structural/element to serve as walls, roofs and floors for
pre-engineered buildings, to architects, builders and developers. A network of
specialized distributors is being developed and is presently introducing the
product in the marketplace in tandem with the Company's corporate sales program.
The Company designed and constructed a 3 x 3 x 9 meter (10' x 10' x 30')
`Modular Accommodation' building that it is marketing to the oil industry. It
is anticipated that the unit will be used singularly or in combinations to
accommodate lodging, computer installations, kitchens, tool sheds, dining,
exercise rooms, etc. LEEP has also been pursuing a contract to supply the US
Army with Rapid Deployment Shelters. LEEP remains optimistic about an Army
contract since it was selected as a finalist and LEEP structures are planned to
undergo field-testing. The Company is exploring opportunities in Florida where
new 120 MPH wind codes are coming into effect on both Florida coasts in 2001.
LEEP has expectations that LEEPCORE walls will be successful in high wind
resistant designs for Florida and other gulf coast states markets.

LEEP's primary focus for 2000/2001 is to manufacture, market and sell its LEEP
STRUCTURAL CORE product. LEEP's strategy is to establish markets and build sales
backlog. LEEP plans to develop the financing to construct a full-scale highly
automated manufacturing plant capable of producing 100,000 square feet of
pre-engineered panels per day, employ approximately 200 people, and reduce cost
of goods sold to a level that will allow LEEP to compete successfully in the
market. Financial commitments are not in place at this time for the full-scale
plant. LEEP's focus is to use the production capacity of the Pennsylvania plant
to meet the demands of sales to be generated by its sales efforts. LEEP's
STRUCTURAL CORE product is being produced on a daily basis in the Company's
Montoursville, PA plant.

LEEP retained a consulting group to assist with completing and implementing the
design of a full-scale manufacturing plant. The work will result in a set of
drawings, specifications, and equipment vendor list. LEEP will be able to use
the 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. At this time, other members of
the Board are assisting Mr. Record, and are having serious discussions with
qualified investors for the purpose of providing for LEEP's cash needs through
the next year. LEEP does not have any revenue beyond its first sale in Houston,
does not have orders for its product, and does not have assets that can be
liquidated to cover cash

<PAGE>   9

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. The USDA is asking for an independent feasibility study from a
qualified independent consultant that LEEP has been unable to obtain to date.
The USDA has offered no assurance that the project could be funded. 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 or required collateral. LEEP must
acquire property for the plant that appraises at $2,500,000. At the present time
LEEP has paid $30,000 to obtain an option on a building, which when purchased,
will help 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 $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. LEEP is having difficulty staying
current on all equipment and property leases and is in danger of defaulting on
its property lease. The Company has received notice of default on a $73,000 loan
secured by 35 acres of undeveloped property in Idaho that LEEP is attempting to
sell. A note is currently due to be paid down by $23,058.

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 $140,000 per month. With no revenue from operations
LEEP is having difficulties funding its overhead, and current liabilities have
more than doubled in the first six months of the fiscal year. Arrangements are
not in place to cover these costs for the foreseeable future.

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

<PAGE>   10

the year just ended LEEP sold stock for $973,557 for cash, payables and services
rendered, and received $235,000 from the exercise of stock options. In the
quarter ended October 31, 2000 LEEP increased borrowing by $232,616, sold stock
for $24,704.


RESULTS OF OPERATIONS: There were no sales in the quarter just ended. LEEP is
currently manufacturing LEEPCORE panels for inventory in order to support future
sales. Large increases in operating expenses over the same quarter of last year
are due to the fact that LEEP is operating a manufacturing plant producing
finished goods for inventory that it was not doing last year. For further
analysis, see LEEP's Statement of Cash Flows.


PART II OTHER INFORMATION

ITEM I.  LEGAL PROCEEDINGS

The company has received notice of default on a $73,000 plus interest note
secured by 35 acres of undeveloped property, which is held in the company's name
in Shoshone, Idaho. The property will be sold at a trustee sale on April 26,
2001 by Twin Falls Title and Escrow Company, Twin Falls, Idaho, in the event the
Company does not satisfy the loan pay off amount by that date. The purchase
price of the land was fully financed by the above note. As of the company's
decision to manufacture elsewhere, the company plans to sell the property to pay
the note balance during the 120-day cure period provided by the legal notice.

ITEM 2.  CHANGES IN SECURITIES

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

On August 1, 27, 30, September 15, 27, 29, 30, October 15, 27, and 30, 3,000
shares (for a total of 30,000 shares) of Rule 144 restricted common stock were
issued to lenders as required by the notes.

On September 29, 2000 130,000 shares of Rule 144 restricted common stock were
issued to a member of the Board 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.

<PAGE>   11

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:  December 19, 2000

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

<PAGE>   12

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 Number                   Description
--------            -----------------------
<S>                 <C>
 27.1               Financial Data Schedule
</TABLE>



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