UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
March 31, 1999
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998
Commission file number: 0-26322
Eagle Capital International, Ltd.
a Nevada corporation
IRS Number 88-0303769
954 East 7145 South, Suite B-202
Midvale, UT 84047
(801) 569-0400
Securities registered under 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, $.001 par value OTC Bulletin Board
Check whether 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 __
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. _X_
State issuer's revenues for its most recent fiscal year: $0
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
The average bid and asked price at the close of trading on December 31,
1998 was $1.75 bid, $2.oo asked. Aggregate market value of common
stock held by non-affiliates on that date was approximately $896,000.
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 the plan confirmed by the court. Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
1,997,918 shares at December 31, 1998
DOCUMENTS INCORPORATED BY REFERENCE
see Item 13.
Transitional Small Business Disclosure Format (Check one): Yes ___ No _X_
<PAGE>
PART I
Item 1. Description of Business.
History:
International Association Services, Limited, a British Virgin Islands
corporation, was formed on November 21, 1990, as an association of podiatrists
who wanted to meet to discuss and address common concerns and interests. This
group of podiatrists, then as now, has had a management agreement with Dr.
Michael Wener. In 1991, The Academy of Ambulatory Foot Surgery, Inc. requested
Dr. Wener to look into possibilities of obtaining a group medical malpractice
insurance policy for members of The Academy and the Association. On April 10,
1992, the company filed a DBA registration in California as International
Associations' Coalition, Inc. ("Coalition"). On June 25, 1993, Dr. Wener formed
a Nevada corporation, International Associations' Coalition, Inc. and did not
renew the BVI registration; the California DBA was therefore terminated. The
Nevada corporation continues to operate and provide services to the podiatrists.
In late 1994, Lease Rite, Inc. a former subsidiary of a SEC registered
company, Trvlsys, Inc., formed a wholly owned subsidiary, IAC, Inc., a Nevada
corporation, and merged with it. In January 1996, Dr. Wener assigned his
management contract with International Associations' Coalition, Inc. to IAC, Inc
In December 1997, the Company agreed to the termination of Dr. Wener's
employment and to the contract with Health Professionals, the successor company
to Coalitions.
During the third quarter of 1998, IAC agreed to acquire the assets of
IMSI Cap Fund, Inc., a private company with distribution agreements and a
contract to supply capital equipment to IMSI, Ltd. As part of this transition,
IAC reverse split its common stock on a 4 to 1 basis and changed its name to
Eagle Capital International, Ltd.
On July 23, 1999, Eagle issued 1,286,400 of its Series A Preferred
Stock in exchange for the assets of Cap Fund and changed its name to Eagle
Capital International, Ltd..
Business Plan:
Eagle Capital International, Ltd., ("Eagle") is strategically
positioned to support the rapid development and expansion of Integrated Masonry
Systems International, Ltd. (IMSI(R)), the holder of the domestic and
international patents to the proprietary IMSI(R) insulated masonry construction
block system (Block System). Eagle Capital has committed to providing equipment
capital for the purpose of supplying the Block System technology to IMSI(R)
construction projects around the world. Eagle has acquired controlling interest
in joint ventures in Mexico, China and India and is also developing its own
joint ventures, to promote and employ the patented IMSI(R) technology. During
the first quarter of 1999, Eagle contracted with another public company to
provide financing for the first 10 mobile block plants need by IMSI or its joint
ventures.
Item 2. Description of Property
The Company has no property.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders There were no
matters submitted to security holders.
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock began trading on the OTC Bulletin Board in
the last quarter of 1996. Therefore, quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions. There are approximately 400 holders of the common stock. Although
there are no restrictions on the issuance of dividends, there have been no
dividends issued on the Company's common equity to date.
Quotations for the Company's common stock for 1998 are as follows:
Q1 Q2 Q3 Q4
High 0.06 1.81 2.38 2.06
Low 0.06 0.05 0.25 0.81
Item 6. Management's Discussion and Analysis or Plan of Operation.
The following discussion relates to the audited financial statements for the
years ended December 31, 1998 and 1997 which are included in Item 7 below.
As stated in the Company's 1997 Form 10-KSB filing, the Company had no active
business at the end of that year. In the third quarter of 1998, negotiations for
the acquisition of IMSI Cap Fund, Inc. were conducted. As a result of those
discussions, the Company acquired IMSI Cap Fund on July 23, 1998 by issuing
1,286,400 shares of Class A convertible preferred stock valued at $118,423. The
principal purpose of Cap Fund was to support the rapid development and expansion
of IMSI block building system products by providing the necessary equipment
funding. In addition, the following transpired on the date of acquisition or
shortly thereafter:
o 4,687,868 shares of outstanding common stock of the Company were
exchanged for 1,171,967 shares of common stock under the terms of a 1-for-4
reverse stock split. All references to shares of the Company's common
stock have been retroactively restated.
o Holders of 330,000 shares of existing preferred stock of the
Company converted such shares into 825,000 shares of the
Company's common stock.
o IAC, Inc. changed its name to Eagle Capital International, Ltd.
o The former officers and directors of the Company were replaced by former
Cap Fund officers and directors.
The balance of the year was devoted to capital raising efforts and to
positioning the Company for profitability.
On January 15, 1999, the Company issued 257,027 shares of its Class B preferred
stock to Great Wall New Building Systems, Inc. (Great Wall) in exchange for 64%
of the Great Wall's outstanding common stock. Great Wall is an entity which has
conducted the development of the IMSI block system in the Peoples Republic of
China. Prior to the Company's purchase of Great Wall's common stock, Great Wall
had raised approximately $425,000 from private investors. This acquisition will
be accounted for as a purchase in 1999 with the assets and liabilities of Great
Wall recorded as of the date of purchase at their fair market value and the
operations consolidated from June 30, 1999 forward.
On January 19, 1999, the Company issued 103,600 shares of its Class B preferred
stock to Construction Technologies of India, Inc. (CT India) in exchange for
approximately 40% of CT India's outstanding common stock. In addition, the
Company agreed to purchase an additional 600,000 shares from CT India at $0.25
per share for a total purchase price of $150,000. Through July 1, 1999, the
Company has purchased an additional 200,000 shares under this $150,000
commitment. Following the purchase of the additional 600,000 shares, the Company
will own approximately 51% of CT India. CT India is an entity which has
conducted the development of the IMSI block system in India. Prior to the
Company's purchase of CT India's common stock, CT India had raised approximately
$175,000 from private investors. This acquisition will be accounted for as a
purchase in 1999 with the assets and liabilities of CT India recorded as of the
dates of purchase at their fair market values and the operations consolidated
from June 30, 1999 forward.
On January 19, 1999, the Company issued 57,250 shares of its Class B preferred
stock to Construction Technologies of Mexico, Inc. (CT Mexico) in exchange for
approximately 50% of CT Mexico's outstanding common stock. In addition, the
Company agreed to purchase an additional 600,00 shares from CT Mexico at $0.25
per share for a total purchase price of $150,000. Through July 1, 1999, the
Company has purchased an additional 150,000 shares under this $150,000
commitment. Following the purchase of the additional 600,000 shares, the Company
will own approximately 67% of CT Mexico. CT Mexico is an entity which has
conducted the development of the IMSI block system in Mexico. Prior to the
Company's purchase of Ct Mexico's common stock, CT Mexico had raised
approximately $150,000 from private investors. This acquisition will be
accounted for as a purchase in 1999 with the assets and liabilities of CT Mexico
recorded as of the dates of purchase at their fair market values and the
operations consolidated from June 30, 1999 forward.
Had the Company purchased their interests in the above three described
transactions as of January 1, 1998, the following amounts presented on a
proforma basis would have been recorded by the Company for the year ended
December 31, 1998:
Sales $ -0-
Net loss $ 541,361
Basic loss per weighted average
common share $ 0.89
In addition to the above transactions, the Company is negotiating the
acquisition of an interest in IMSI in exchange for shares of the Company's Class
B preferred stock. This acquisition will be accounted for by the Company using
the cost method and valued at the to be determined fair value of the shares of
Class B preferred stock issued.
Liquidity:
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. Management
of the Company believes that proceeds received from the planned sales of Company
stock will enable the Company to continue as a going concern until the Company
becomes profitable. In June 1999, the Company sold 600,000 shares of its common
stock at $1.25 per share. The net proceeds received by the Company amounted to
$652,000 after a 13% sales commission.
<PAGE>
Item 7. Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Eagle Capital International, Ltd.
(Formerly IAC, Inc.)
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Eagle Capital International,
Ltd. (formerly IAC, Inc.) (a development stage company) as of December 31, 1998,
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the year then ended and from inception of the development stage
on January 1, 1998 through December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of the Company for the year ended December 31, 1997, were audited by
other auditors whose report, dated April 15, 1998, expressed an unqualified
opinion on those statements and included an explanatory paragraph concerning the
Company's ability to continue as a going concern.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eagle Capital International,
Ltd. (formerly IAC, Inc.) (a development stage company) as of December 31, 1998
and the results of its operations and its cash flows for the year then ended and
from inception of the development stage on January 1, 1998 through December 31,
1998 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company with no
significant operating results, which raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of the uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
July 26, 1999
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
December 31
1998 1997
CURRENT ASSETS
Cash $ 48 $ -
----------------- -----------------
Total Current Assets 48 -
----------------- -----------------
OTHER ASSETS
Organizational costs - net - 1,429
Deposits on equipment 117,100 -
----------------- -----------------
Total Other Assets 117,100 1,429
----------------- -----------------
TOTAL ASSETS $ 117,148 $ 1,429
================= =================
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
December 31
1998 1997
---- ----
CURRENT LIABILITIES
Accounts payable $ 55,264 $ 4,182
----------------- -----------------
Total Current Liabilities 55,264 4,182
----------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, class A;
10,000,000 shares authorized
of $0.001 par value, 1,586,400
and 630,000 shares issued and
outstanding, respectively 1,586 630
Preferred stock, class B;
10,000,000 shares authorized
of $0.001 par value, none
issued and outstanding - -
Common stock; 70,000,000 shares
authorized of $0.001 par value,
1,997,918 and 1,172,918 issued
and outstanding, respectively 1,998 1,173
Additional paid-in capital 820,768 704,126
Deficit accumulated prior to
January 1, 1998 (708,682) (708,682)
Deficit accumulated during the
development stage (from January 1,
1998) (53,786) -
----------------- -----------------
Total Stockholders
Equity (Deficit) 61,884 (2,753)
----------------- -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 117,148 $ 1,429
================= =================
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Statements of Operations
From Inception
of Development
Stage on
January 1,
For the Years Ended 1998 Through
December 31 December 31
1998 1997 1998
------------- --------------- -------------
REVENUES
Management fees $ - $ 90,230 -
Other income - 1,876 -
------------- --------------- -------------
Total Revenues - 92,106 -
------------- --------------- -------------
EXPENSES
Compensation and
employee benefits - 41,383 -
General and
administrative 53,786 79,627 53,786
------------- ---------------- -------------
Total Expenses 53,786 121,010 53,786
------------- ---------------- -------------
Loss from Operations (53,786) (28,904) (53,786)
------------- ---------------- -------------
NET LOSS $ (53,786) $ (28,904) $ (53,786)
============== ================ =============
BASIC LOSS PER
COMMON SHARE $ (0.01) $ (0.01) $ (0.01)
============== ================ =============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 4,087,918 2,746,967 4,087,918
============== ================ =============
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
Preferred Preferred Common Additional
Class A Stock Class B Stock Stock Paid-In Accumulated
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares Amount Shares Amount Shares Amount Capital Deficit
Balance,
December 31, 1996 630,000 $ 630 - $ - 1,140,668 $1,141 $700,127 $ (679,778)
Stock issued for
services valued
at approximately
$0.12 per share - - - - 32,250 32 3,999 -
Net loss for the
year ended
December 31, 1997 - - - - - - - (28,904)
--------- ------ ----- ------ --------- ------- ------- ----------
Balance, December 31,
1997 (inception of
development stage) 630,000 630 - - 1,172,918 1,173 704,126 (708,682)
Issuance of pre-
ferred Class A
shares in
exchange for the
net assets of
IMSI Cap
Fund, Inc. 1,286,400 1,286 - - - - 117,137 -
Conversion of
Class A shares
into common
stock (330,000) (330) - - 825,000 825 (495) -
Net loss for the
year ended
December 31, 1998 - - - - - - - (53,786)
---------- ------- ----- ----- --------- ------ ------- ----------
Balance,
December 31,
1998 1,586,400 $ 1,586 - $ - 1,997,918 $1,998 $820,768 $ (762,468)
========== ======= ===== ====== ========= ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Statements of Cash Flows
From
Inception of
Development
Stage on
January 1,
For the Years Ended 1998 Through
December 31 December 31,
1998 1997 1998
----------- ----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (53,786) $ (28,904) $ (53,786)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Amortization 1,429 720 1,429
Common stock issued for
services - 4,031 -
Changes in assets and
liabilities:
(Increase) decrease in
prepaid expenses - 14,480 -
Increase (decrease) in
accounts payable 52,405 (2,040) 52,405
------------- ------------- ----------
Net Cash (Used) in
Operating Activities 48 (11,713) 48
------------- -------------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
------------- -------------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES - - -
-------------- -------------- ----------
NET INCREASE (DECREASE) IN CASH 48 (11,713) 48
CASH AT BEGINNING OF YEAR - 11,713 -
------------- -------------- ---------
CASH AT END OF YEAR $ 48 $ - $ 48
============= ============== =========
CASH PAID FOR:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Purchase of the net
assets of IMSI Capital
Fund, Inc. by the issuance
of common stock $ 118,423 $ - $118,423
The accompanying notes are an integral part of these
financial statements.
<PAGE>
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Eagle Capital International, Ltd. (the Company) (formerly IAC,
Inc.) is a Nevada corporation which through December 31, 1997 was
in the business of managing malpractice insurance contracts
between Health Professionals Coalitions, Inc. (Health) and Pacific
Rim Insurance Company (Pacific). The members of Health are
Podiatrists seeking affordable malpractice insurance and Pacific
is a minority shareholder of the Company. Under the management
contract, the Company was to receive 27.5% of the premiums paid by
the members of Health to Pacific each month. The Company's
management contract was terminated effective December 31, 1997 and
as a result the Company was reclassified as a development stage
company effective January 1, 1998.
On July 23, 1998, the Company acquired the net assets of IMSI
Capital Fund, Inc. (Cap Fund) by issuing 1,286,400 shares of Class
A convertible preferred stock valued at $118,423. The principal
purpose of Cap Fund was to support the rapid development and
expansion of IMSI block building system products by providing the
necessary equipment funding. In addition, the following transpired
on the date of acquisition or shortly thereafter:
o 4,687,868 shares of outstanding common stock of the Company
were exchanged for 1,171,967 shares of common stock under the
terms of a 1-for-4 reverse stock split. All references to
shares of the Company's common stock have been retroactively
restated.
o Holders of 330,000 shares of existing preferred stock of the
Company converted such shares into 825,000 shares of the
Company's common stock.
o IAC, Inc. changed its name to Eagle Capital International, Ltd.
o The officers and directors of the Company were replaced by former Cap Fund
officers and directors.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
b. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount 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.
c. Organizational Costs
The Company has adopted Statement of Position (SOP) No. 98-5,
Reporting on the Costs of Start-up Activities. In accordance with
SOP No. 98-5, the Company has expensed all organizational costs.
d. Basic Loss Per Common Share
The Company computes net loss per common share under the
provisions of Statement of Financial Accounting Standards (SFAS)
No. 128, Earnings Per Share. Accordingly net loss per common share
is computed under the basic method which uses the weighted average
number of Company common shares outstanding (assuming conversion
of preferred into common).
e. Cash and Cash Equivalents
For purposes of the statements of cash flows, the company
considers investments with an original maturity of less than three
months to be cash equivalents.
f. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year
end.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 2 - STOCKHOLDERS' EQUITY
On January 5, 1999, the Company amended its articles of
incorporation with such amendment being approved by the
shareholders of the Company as of December 31, 1998. Under the
amendment, the number of shares of authorized common stock was
increased to 70,000,000 and the number of shares of authorized
preferred stock (all present and future classes) being increased
to 20,000,000.
Class A Preferred - the Company has authorized 10,000,000 shares
of Class A preferred stock (Class A). Class A may be converted at
any time at the option of the holder into 2.5 shares of common
stock for every one share of Class A held. Class A also has
cumulative dividend and liquidation preferential rights over all
other classes of stock with dividend rights equal to 20% of net
income commencing with the year ending December 31, 1999.
Class B Preferred - The Company has authorized 10,000,000 shares
of Class B preferred stock (Class B). Class B may be converted at
any time at the option of the holder into 10 shares of common
stock for every one share of Class B held. Class B does not have
preferential cumulative dividend or liquidation rights.
NOTE 3 - INCOME TAXES
Through December 31, 1998, the Company had net operating loss
(NOL) carryforwards of approximately $750,000. This NOL may be
carried forward to offset taxable income as follows: $700,000
through the year 2013 and $50,000 through the year 2018. No tax
benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax
benefits of the net operating loss carryforwards are offset by a
valuation allowance of the same amount.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.
Management of the Company believes that proceeds received from the
planned sales of Company stock will enable the Company to continue
as a going concern until the Company becomes profitable. In June
1999, the Company sold 600,000 shares of its common stock at $1.25
per share. The net proceeds received by the Company amounted to
$652,000 after a 13% sales commission.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 5 - SUBSEQUENT EVENTS
On January 15, 1999, the Company issued 257,027 shares of its
Class B preferred stock to Great Wall New Building Systems, Inc.
(Great Wall) in exchange for 64% of the Great Wall's outstanding
common stock. Great Wall is an entity which has conducted the
development of the IMSI block system in the Peoples Republic of
China. Prior to the Company's purchase of Great Wall's common
stock, Great Wall had raised approximately $425,000 from private
investors. This acquisition will be accounted for as a purchase in
1999 with the assets and liabilities of Great Wall recorded as of
the date of purchase at their fair market value and the operations
consolidated from June 30, 1999 forward.
On January 19, 1999, the Company issued 103,600 shares of its
Class B preferred stock to Construction Technologies of India,
Inc. (CT India) in exchange for approximately 40% of CT India's
outstanding common stock. In addition, the Company agreed to
purchase an additional 600,000 shares from CT India at $0.25 per
share for a total purchase price of $150,000. Through July 1,
1999, the Company has purchased an additional 200,000 shares under
this $150,000 commitment. Following the purchase of the additional
600,000 shares, the Company will own approximately 51% of CT
India. CT India is an entity which has conducted the development
of the IMSI block system in India. Prior to the Company's purchase
of CT India's common stock, CT India had raised approximately
$175,000 from private investors. This acquisition will be
accounted for as a purchase in 1999 with the assets and
liabilities of CT India recorded as of the dates of purchase at
their fair market values and the operations consolidated from June
30, 1999 forward.
On January 19, 1999, the Company issued 57,250 shares of its Class
B preferred stock to Construction Technologies of Mexico, Inc. (CT
Mexico) in exchange for approximately 50% of CT Mexico's
outstanding common stock. In addition, the Company agreed to
purchase an additional 600,00 shares from CT Mexico at $0.25 per
share for a total purchase price of $150,000. Through July 1,
1999, the Company has purchased an additional 150,000 shares under
this $150,000 commitment. Following the purchase of the additional
600,000 shares, the Company will own approximately 67% of CT
Mexico. CT Mexico is an entity which has conducted the development
of the IMSI block system in Mexico. Prior to the Company's
purchase of Ct Mexico's common stock, CT Mexico had raised
approximately $150,000 from private investors. This acquisition
will be accounted for as a purchase in 1999 with the assets and
liabilities of CT Mexico recorded as of the dates of purchase at
their fair market values and the operations consolidated from June
30, 1999 forward.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
(Formerly IAC, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 5 - SUBSEQUENT EVENTS (Continued)
Had the Company purchased their interests in the above three
described transactions as of January 1, 1998, the following
amounts presented on a proforma basis would have been recorded by
the Company for the year ended December 31, 1998:
Sales $ -0-
Net loss $ 541,361
Basic loss per weighted average
common share $ 0.89
In addition to the above transactions, the Company is negotiating
the acquisition of an interest in IMSI in exchange for shares of
the Company's Class B preferred stock. This acquisition will be
accounted for by the Company using the cost method and valued at
the to be determined fair value of the shares of Class B preferred
stock issued.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
There were no disagreements with accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Name Age Position, Office Term Served
- ---- --- ---------------- ---- ------
Douglas Alan Dent 52 Director, President Until replaced 4Q 1998
Ralph Thomson Director, VP Until replaced 4Q 1998
There are no other significant employees. There are no family
relationships between the above listed persons, nor is there any involvement in
certain legal proceedings. None of the above serve as directors in any other
reporting companies.
Douglas Alan Dent has been involved in the residential, apartment and commercial
real estate development business for 26 years. He received his B.A. from the
University of Utah.
Dr. Ralph Thomson has over thirty years of experience in state/local and
national advocacy, legislative and regulatory activity as well as international
policy making, negiotations, technology and trade consulting, business and
education. He has master's degrees and a PhD in international affairs,
economics, law and diplomacy from the Fletcher School of Law and Diplomacy and
Harvard University.
Item 10. Executive Compensation.
The only compensation dispensed in 1998 was in the form of restricted
common stock. Former President, Dr. Michael Wener, received 100,000 shares
and Jeffrey Ferries the new President received 25,000 shares. There are no
compensation or bonus plans.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth security ownership as known to the
Company as of December 31, 1998.
(1) (2) (3) (4)
Title of Class Name & Address of Amount & Nature of % of Class
(a) (b) (c) Beneficial Owner Beneficial Owner
Common Stock:
Dr. Michael Wener 1,308,000 65.5%
206 Ridgewood
San Rafael, CA 94901
Richard W. Lahey 134,356 6.7%
130 McAllister Avenue
Kentfield, CA 94904
Jon S. Heim 106,250 5.3%
1610 Tiburon Blvd
Tiburon, CA 94920
Preferred Stock:
Richard W. Lahey 300,000 100%
130 McAllister Avenue
Kentfield, CA 94904
(a) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities. (b) Total number of common shares outstanding is 1,997,918 at
December 31, 1998. (c) Total number of preferred shares outstanding is 300,000.
Each preferred share is convertible into 2.5 shares of common stock and carries
equivalent voting rights.
<PAGE>
Item 12. Certain Relationships and Related Party Transactions.
The Company does not have specific guidelines as to how to deal with
potential conflicts. Rather, the management's guiding principle will always be
the fiduciary responsibility of those concerned. Further, as to an opportunity
that might be attractive to the Company and to another entity or entities with
which officers, directors or key employees have an interest, the opportunity
would be regarded as that of the concern to which it first came. The Company
does not at present have any specific plans, arrangements, commitments or
undertakings as to proposed transactions that would reasonably be thought to
give rise to conflicts of interest with affiliates.
If any of the Company's officers, directors, key employees or their
affiliates generate prospects deemed attractive by the Company and in which the
company ultimately acquired an interest, the Board of Directors may authorize
compensation to such person. No guidelines have been adopted by the Board of
Directors regarding the amount or form of compensation to be paid in connection
with the generation of such prospects.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibit Table
Agreement to Acquire Cap Fund Change in terms of stock Acquisition
agreement with Wynne Any material contract
Exhibit 27. Financial Data Schedule
(b) There were no Form 8-K's filed.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
IAC, Inc.
(Registrant)
By: /s/ Anthony D'Amato
President
Date: August 10, 1999
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By: /s/ Anthony D'Amato
President
Date: August 10, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE DECEMBER 31, 1998
CONSOLIDATED FINANCIAL STATEMENTS OF EAGLE CAPITAL INTERNATIONAL, LTD. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000947431
<NAME> Eagle Capital International, Ltd.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
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1,586,000
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