SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NO.: 0-26322
EAGLE CAPITAL INTERNATIONAL, LTD.
---------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 88-0303769
------ ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1900 Corporate Blvd., Suite 400E, Boca Raton, Florida 33431
-----------------------------------------------------------
(Address of principal executive offices, including zip code)
(561-988-2550
-------------
(Issuer's telephone number)
None
-----------------------------------------------------
(Former name, former address, and former Fiscal Year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None None
-------- --------
(Title of Each Class) (Name of Each Exchange
on which Registered)
Securities registered pursuant to 12(g) of the Act:
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class)
Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Issuer was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not
be contained, to the best of Issuer=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)
As of May 22, 2000, there were 8,231,369 shares of the Registrant's
Common Stock issued and outstanding.
<PAGE>
EAGLE CAPITAL INTERNATIONAL, LTD.
TABLE OF CONTENTS
Page
PART I ----
------
Item 1. Business......................................... 3
Item 2. Properties....................................... 9
Item 3. Legal Proceedings................................ 9
Item 4. Submission of Matters to a
Vote of Security Holders....................... 9
PART II
-------
Item 5. Market for Company=s Common Equity
And Related Stockholder Matters................ 9
Item 6. Management=s Discussion and
Analysis or Plan of Operations................. 10
Item 7. Financial Statements and Supplementary Data...... 12
Item 8. Change in and Disagreements
with Accountants on Accounting
and Financial Disclosure....................... 12
PART III
--------
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with
Section 16(a) of the Exchange Act.............. 13
Item 10. Executive Compensation........................... 14
Item 11. Security Ownership of Certain
Beneficial Owners and Management............... 15
Item 12. Certain Relationships and Related Transactions... 16
Item 13. Exhibits, Financial Statement
Schedules and Reports on Form 8-K.............. 16
SIGNATURES
<PAGE>
PART I
ITEM 1. BUSINESS
--------
Introduction
Eagle Capital International, Ltd. (the "Company") is a Nevada
corporation in the business of the manufacture, distribution and
application of technologically advanced building products through
a series of licensing agreements with Integrated Masonry Systems
International, Inc. ("IMSI"), a Nevada corporation.
Corporate 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
had a management agreement with Dr. Michael Wener. In 1991, The
Academy of Ambulatory Foot Surgery, Inc. requested Dr. Wener to
look into the 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. On June 25, 1993, Dr. Wener formed a Nevada
corporation, International Associations' Coalition, Inc. and did
not renew the BVI registration and the California DBA was
terminated.
In late 1994, Lease Rite, Inc., a former subsidiary of an S-1
registration company, Tyvlsys, Inc., formed a wholly owned
subsidiary IAC, Inc., a Nevada corporation, and merged with
International Associations' Coalition, Inc. In January, 1995, Dr.
Wener assigned his management contract with International
Associations' Coalition, Inc. to IAC, Inc. In October, 1998, IAC,
Inc. changed the Company's name to Eagle Capital International, Ltd.
During 1998, the Company agreed to acquire the assets of IMSI
Cap Fund, Inc., a private company. On July 23, 1999, the
Company issued 1,286,400 of its Series A Preferred Stock in
exchange for the assets of IMSI Cap Fund, Inc. The Company is
reviewing the transaction with IMSI Cap Fund, Inc.
Trademarks and Licenses
IMSI Products
The Compamny has the exclusive right to market the IMSI
products in China, India and Mexico through licensing agreements
<PAGE> -3-
with IMSI. The Company currently is finalizing licensing
agreements with IMSI for Romania and the Balkan territories. The
license agreements provide the Company with the right to market and
use the IMSI patented technology and trademarks.
Bullhide Products
With the Company's acquisition of forty-seven percent (47%) of
Bullhide Corporation, the Company acquired the rights to market and
use the Bullhide System and trademarks.
Product Lines
IMSI Block System
The IMSI Wall System features insulated reinforced masonry
that is mortarless and dry-stacked. The bricks have pockets in
which insulation is embedded within the wall, but it is done
without sacrificing structural integrity. The bricks are stacked
without the need for a layer of mortar between bricks. Instead,
the IMSI system uses a patented combination of interlocking, along
with a Structure Coat/Surface Bonding Cement which provides a
weather resistant, structurally sound, and impermeable surface.
The advantage of the IMSI Block System are:
* Cost competitive
* Airtight
* Engineered for seismic conditions
* Low maintenance costs
* Environmentally friendly
* Quick installation
* Ease of installation; semi-skilled workers can be quickly
and easily trained
* Flexibility of use; commercial, industrial, residential,
institutional, and governmental construction
The Bullhide System
The Bullhide system consists of a patent pending proprietary
polyurethane material and certain technologies for the
manufacturing and application of the product. Bullhide's primary
products are Bullhide 2000 and QUARRA 2000.
Bullhide 2000 is the primary product used in the Bullhide7
system. It is a two-component fast reacting polyurethane elastomer
that is 100% solid, surpassing all other known 100% solid linings
in the "combined toughness index (PSI tensile strength and
elongation). The product is (i) resistant to water, fuels, oils and
most chemicals, (ii) available in a variety of colors, (iii)
available with either a smooth or non-slip surface, (iii)
permanently flexible to -40F, (iv) adheres to virtually anything
and (v) retains toughness up to +250F. Other products include
<PAGE> -4-
Bullhide 1500 and certain primers used to prepare the surface for
the Bullhide product.
QUARRA 2000 is the primary product in the QUARRA product
line, which markets industrial formulations of the well-established
bed liner products. QUARRA 2000 is a rubbery tough coating (up to
1/4") with extreme abrasion and impact resistance, stretchability
and non- slip properties. Applications include parking decks,
warehouse floors, shipping docks, rail ore cars, secondary chemical
and waste water containment and waterproofing. Other products in
the QUARRA(R) line include QUARRA 1500 and QUARRA 2400.
The heart and the brains of the Bullhide system is the Spray
Master 3030. This is a plural component, high volume low pressure
spray molding machine. The electronically controlled metering
system assures a perfectly "on-ratio" application every time. In
conjunction with the new Quarra products, Bullhide developed a
high output application machine to shorten the industrial job
times. The Spraymaster 3050 is a high-output application machine
with four times the output of the 3030 machine and the capacity to
coat 10,000 square feet per day of QUARRA coatings.
Development of Markets
The Company relies on it's management's ability to determine
the existence and extent of available markets for its products.
Company management has considerable marketing background and
devotes a significant portion of its time to marketing related
activities. The Company also utilizes the local marketing
knowledge of its joint venture partners and subsidiaries to network
in the countries covered by the Company's licensing agreements.
The Company markets it's building related products under the
IMSI Block trademark and the polyurethane elastomer and application
system marketed by subsidiary Bullhide Corporation under the
QUARRA trademark.
The contracts obtained by the Company have resulted in the
Company being positioned to capture a substantial segment of
the enormous demand for labor-friendly, energy-efficient,
rapid-deployment, low-cost construction technologies and building
methods. The Company is developing established and emerging global
markets by utilizing its own comparative strengths in concert with
those of its technology partner, IMSI, and those of other selected
strategic partners. Current strategic relationships have been
established in America, Asia, the Middle East, and the
Mediterranean Basin. Two (2) such strategic joint ventures and
license arrangements have been organized with Arabian Masonry
Systems, Inc. and U.S. Tech Building Systems, Inc.
The Company is focusing on the following core competencies:
* Strategic planning and implementation of finance,
marketing and sales objectives
<PAGE> -5-
* Training
* Administrative oversight of manufacturing activities
* Establishment of cooperative joint ventures with
strategic partners operating in target markets
One of the greatest benefits of the Company's focus on
creating joint ventures in local markets is that it minimizes the
Company's exposure in terms of capital outlay while providing a
tremendous advantage for the Company in terms of the utilization of
local labor and materials. This allows the Company to effectuate
the transfer of technology and training while gaining the political
benefit of "keeping it local" which reflects positively on the
Company, our local partners, and the local or foreign government of
the jurisdiction in which the contract is being fulfilled.
Each of the Company's selected global partners and licensees
provides the Company with essential political and business
relationships with prominent local business and government
entities, as well as specific knowledge of commercial opportunities
and cultural, legal and business marketing into the markets in
which such knowledge and relationships are virtually impossible for
an outside company to acquire.
The three major prime market areas where the Company has
established joint ventures are as mentioned earlier: China, India,
and Mexico. In each joint venture, the Company has a controlling
interest.
Operations of Subsidiaries
China
For centuries, the Chinese have built their homes and
buildings with brick made from red clay. The harvesting of this
clay has destroyed millions of acres of precious agricultural
topsoil, putting additional pressure on the government of the
Peoples Republic of China (the "PRC") to feed its 1.3 billion
citizens. In reaction, the Chinese government has implemented a
program to phase out the use of red clay brick for residential
construction in China. The PRC has recognized that the IMSI wall
system offers environmental benefits, as well as advantages in
terms of energy saving and ease of construction. On that basis,
and in the face of ongoing critical shortages of quality housing,
the State Building Materials Bureau of the PCR has joined with the
Company's Great Wall New Building System ("GWNRS") subsidiary to
promote the establishment of the wall system as a standard
construction method for China's housing market.
Heating cost is another big factor effecting China's housing
market. China wastes 1.6 million metric tons of energy annually as
a result of insufficient insulation. Though most of China heats
<PAGE> -6-
its buildings only four months of the year, it uses three times as
much energy for heating as does the United States. According to
the Director of China's program for new building materials, Chen
Fu Guang, the insulated masonry system will address this crisis in
residential energy use.
To launch the program for China's adoption of the insulated
masonry system nationwide, the Bureau, together with officials of
the Beijing municipality, has authorized the construction of
multi-story residential buildings in Beijing Mi Yun County, an
affluent suburb of Beijing City. In addition, plans are in place
for an industrial symposium to be hosted by the central PRC
government and to chronicle the Mi Yun project and produce a
documentary for airing on China's State run television in order to
increase awareness of the new building system.
The Company's subsidiary, Great Wall New Building Systems,
controls a $4 million registered capital joint venture in Beijing
Mi Yun county. The Joint Venture, which is in partnership with the
Beijing Shuanglong ("Double Dragon") Cement Works (annual
production 500,000 metric tons), occupies a 12 acre site, and in
June of 1999 was commissioned by Double Dragon to construct 5
million square feet of mid-rise residential construction for fiscal
2000-2001 based on the IMSI Block manufactured at joint venture
facilities. The joint venture also will market IMSI block and
conventional masonry products to the general market. It expects to
double capacity in 2001 and to replicate its operation in Lioaning
Province in Northern China, where the need for energy efficiencies
offered by the IMSI Block system is particularly acute. Based upon
our joint venture contract, the Company expects sales to exceed
$100 million over the next 4 years.
India
In India, the world's second largest country in terms of
population (over I billion inhabitants), the Company has entered
into partnership with prominent Indian developers which together
form Construction Technologies of India (CTI). Again, the Company
holds a controlling interest in this joint venture.
In May of 2000, the Company finalized contracts with Mr.
Jayant Tipnis for orders of over 5 million system block of the
patented IMSI Block system valued at over $10 Million USD.
Production in Bombay will begin in the second quarter of 2000. The
Company is currently negotiating several large contracts with major
Indian developers that would dramatically increase the
aforementioned numbers. In addition to Bombay, Eagle/CTI is
working with CITCO, MHADA, HUDCO and NPPI to be part of the
construction of 254 buildings, each three to seven stories in the
State of Maharastra.
<PAGE> -7-
As in China, the Company anticipates its opportunities in
India will expand dramatically both within the two regions in which
it has existing commitments and into other identified main
population centers. The British influence on India helps facilitate
both language and governmental functions. As in China, the
Company's Indian joint venture is the exclusive authorized
representative of IMSI technologies and related business
development activities.
Mexico
In Mexico, the Company has the added advantage of proximity to
the United States in addition to the opportunities and protections
afforded by the North American Free Trade Agreement (NAFTA). A
number of sizeable projects with the Company's politically and
commercially prominent Mexican joint venture partners are ready for
near-term implementation. The Company has become the majority owner
of Construction Technologies of Mexico(CTM) which will function as
the Company's Mexican operating arm.
The Company foresees that both short and long term business
prospects in Mexico are robust as the country continues to
aggressively expand its economic and physical infrastructure. A
major social and political goal of the Federal Government of Mexico
and of key local Mexican governmental authorities is the rapid
development of low-cost, proven housing technologies.
In May of 2000, the Company signed a contract with Probesa,
Inc. a Juarez, Mexico cement manufacturer to lease Probesa one of
our Mobile Surface Bonding Machines to augment their existing
capacity. The Company will have full, unencumbered access to the
plant when is not running standard concrete block for Probesa. The
contract with Probesa will generate a minimum of $70,000.00 USD per
month over the next six months.
Employees
As of December 31, 2000 the Company had 11 employees. 7
people worked for the Corporate entity, 2 people for the China
subsidiary, 2 people for the Mexican subsidiary and 2 people for
the Indian subsidiary.
Competition
Presently, the Company is unaware of other construction
technology which will withstand environments prone to natural
disasters and extreme weather conditions that commonly occur in the
countries in which the Company has operations. With the enormous
demand for new construction technologies from developing countries,
the Company anticipates competition at some point in the future.
<PAGE> -8-
Government Regulation
In May of 2000, the United States House of Representatives
passed a bill granting PCR permanent Most Favored trade status. It
is anticipated that the United States Senate will also pass this
bill within 30 days. This will allow the local economy of China to
expand more rapidly and enable the Company to reach a wider target
audience with our patented block system.
ITEM 2. PROPERTIES
----------
Company corporate headquarters are located at 1900 Corporate
Blvd., Boca Raton, Florida. This space is leased on a month to
month basis for a total cost of $4,200 including office and
administrative functions.
The Company also maintains offices in India, China, and Salt
Lake City, Utah. The India and China offices are maintained by our
Joint Venture partners while the Utah offices are rented on a
yearly basis for a cost of $1,500 per month.
The Company's current facilities are believed to be suitable
for present requirements and intended future uses.
ITEM 3. LEGAL PROCEEDINGS
-----------------
On July 21, 1999, the Company was named as a defendant in a
derivative action filed on behalf of the shareholders of IMSI, Inc.
The Company was one of multiple defendants named in the suit filed
in the Third Judicial District Court for Salt Lake City, Utah. On
March 3, 2000 the parties signed a binding settlement agreement to
resolve the matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------
On April 25, 2000, proxies were submitted by a majority of the
shareholders of Eagle Capital International, Ltd. approving a
change of the Company name to Eagle Building Technologies, Ltd. It
is anticipated that the name change will take effect in the third
quarter of 2000.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------
The Company's common stock began trading on the National
Association for Securities Dealers, Inc.'s OTC Bulletin Board in
the last quarter of 1996, and is currently trading under the symbol
"ECIC". Set forth below is the range of high and low bid
information for the Company's common stock for the two most recent
fiscal years. This information represents prices between dealers
and does not reflect retail mark-up or mark-down or commissions,
and may not necessarily represent actual market transactions.
<PAGE> -9-
<TABLE>
<CAPTION>
Fiscal Period High Bid Low Bid
<S> <C> <C>
1998:
-----
First Quarter..................... $ .06 $ .06
Second Quarter.................... 1.81 .05
Third Quarter..................... 2.38 .25
Fourth Quarter.................... 2.06 .81
1999:
-----
First Quarter..................... $ 2.9375 $ 2.25
Second Quarter.................... 2.25 2.15
Third Quarter..................... 2.0625 1.875
Fourth Quarter.................... 1.8125 1.625
2000:
-----
First Quarter..................... $ 1.50 $ 1.375
Second Quarter....................
(through May 22, 2000)..... 1.00 .75
</TABLE>
As of May 22, 2000, there were approximately 1,600 record
holders of the Company's outstanding Common Stock. Since
additional shares of the Company's Common Stock are held for
stockholders at brokerage firms and/or clearing houses, the Company
was unable to determine the precise number of beneficial owners of
its Common Stock as of May 22, 2000.
The Company has never declared or paid cash dividends on its
capital stock and the Company's Board of Directors intends to
continue that policy for the foreseeable future. Earnings, if any,
will be used to finance the development and expansion of the
Company's business. Future dividend policy will depend upon the
Company's earnings, capital requirements, financial condition and
other factors considered relevant by the Company's Board of
Directors and will be subject to limitations imposed under Delaware law.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
The analysis of the Company's financial condition, liquidity,
capital resources and results of operations should be viewed in
conjunction with the accompanying financial statements including
the notes thereto.
Financial Condition
At December 31, 1999, the Company had total assets of
$9,799,074, as compared to total assets of $117,148 at December 31,
1998; current liabilities and total liabilities of $724,533, as
compared to current liabilities and total liabilities of $55,264 at
December 31, 1998; and a net worth of $9,074,541, as compared to a
net worth of $61,884 in 1998. The principal reason for the
<PAGE> -10-
increases in both total assets and net worth was due to the
issuance of the Company's Preferred B securities in exchange for
the Company's interests in IMSI, CTI, CTM, GWNBS. The Preferred B
securities issued in connection with these acquisitions was
recorded at a value of $10 per share ($1 value of common stock,
conversion rate of 10:1).
Liquidity and Capital Resources
As of December 31, 1999, the Company's cash totaled $20,326 as
compared to $48 at December 31, 1998, an increase of $20,278. Net
cash used in operations was $638,505 compared to $48 provided by
operations in 1998. The increase in cash used in operations is
primarily due to the increased net loss for 1999. The ability of
the Company to generate cash flow in excess of its operating
requirements depends in the short term on the performance of its
India, China and Mexico subsidiaries. Management believes based
upon current results that the company will be able to fund its
operations entirely from revenue by the third quarter of 2000. The
Company believes that it may require additional financing to fund
existing operations until sufficient revenues are generated. The
Company anticipates raising capital from the sale of its securities
during the second quarter of 2000. The timing and amount of the
Company's additional financing needs will depend, among other
things, upon the revenues generated by the Company. It is
anticipated that product development expenditures will be
significantly increased during the third quarter of 2000, but it is
also anticipated that such expenditures will be paid from then
existing revenues.
The Company has no present commitment that is likely to result
in its liquidity increasing or decreasing in any significant way.
In addition, the Company knows of no trend , additional demand,
event or uncertainty that will result in, or that are reasonably
likely to result in, the Company's liquidity increasing or
decreasing in any material way.
Results of Operations
Sales for 1999 were $0 compared with sales of $0 in 1998.
Based upon current contracts, the Company expects sales of $25
million for fiscal 2000. The Company experienced a net loss of
$3,374,786 in 1999 compared to a net loss of $53,786 in 1998. Of
the $3,374,786 net loss in 1999, $2,557,270 or 76% was from the
issuance of common and Preferred B securities in exchange for
services to the Company.
FORWARD LOOKING STATEMENTS
Statements made in this Management's Discussion and Analysis
and elsewhere int his Annual Report that state the Company's or
management's intentions, hopes, beliefs, expectations or
<PAGE> -11-
predictions of the future contain forward looking statements. Such
forward looking statements include, without limitation, statements
regarding the Company's planned capital expenditure requirements,
cash and working capital requirements, the Company's expectations
regarding the adequacy of current financing arrangements, product
demand and market growth, other statements regarding future plans
and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. It
should be noted that the Company's actual results could differ
materially from those contained in such forward looking statements
mentioned above due to adverse changes in any number of factors
that affect the Company's business including, without limitation,
risks associated with investing in and the marketing of IMSI's Wall
System, risks concerning the protection of IMSI's patents, reliance
upon distributors, regulatory risks, risks of expansion, product
liability and other risks described herein.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The financial statements required pursuant to this Item 7 are
included in this Form 10-KSB as a separate section commencing on
page F-1 and are hereby incorporated by reference into this Item 7.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------
The Company changed accountants beginning with the audit of
the financial statements included herewith, from Jones, Jensen &
Company, Certified Public Accountants ("JJC") to Christensen &
Duncan, Certified Public Accountant. JJC resigned as the Company's
accountant in or about May 2000.
The report of JJC on the Company's financial statements for
the fiscal year ended December 31, 1998 did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope, or accounting principles, except
for a going concern uncertainty.
In connection with the audit of the Company's financial
statements for the fiscal year ended December 31, 1998, and in the
subsequent interim period, there were no disagreements, disputes,
or differences of opinion with JJC on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope and procedures, which, if not resolved to the
satisfaction of JJC would have caused JJC to make reference to the
matter in its report.
The accounting firm of Christensen & Duncan, Certified
Public Accountants, has prepared the Company's financial statements
for the Company's fiscal year ended December 31, 1999 (see item 7
above).
<PAGE> -12-
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT
-----------------------------------------------
The directors and executive officers of the Company as of the date
of this report are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Anthony D'Amato 31 President and Director
Ralph Thomson 60 Secretary and Director
Richard W. Lahey 53 Treasurer and Director
Andros Savvides 37 Director
</TABLE>
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.
ANTHONY D'AMATO joined the Company in April 1999 as a Director
and has served as Chairman since May 1999. Since June 1, 1999, Mr.
D'Amato has served as President and CEO of the Company. Since May
1997, he has served as a Director of Drake Alexander &
Associates, Inc. and was elected Chairman of the Board of Directors
in 1998. From 1992 to June 1999, Mr. D'Amato held various
positions with KB Electronics, Inc., a mid-size electronics
manufacturer and served as a director from 1995 to June 1999. Mr.
D'Amato has also served as an officer and director of UC'NWIN
Systems Corporation, a publicly traded company since June 1998.
Mr. D'Amato earned a BA in Finance from C.W. Post College in 1993.
RICHARD W. LAHEY joined the Company as a director in August
1999. In 1972, Mr. Lahey co-founded Mt. Tam Racquet Club, Inc. in
Larkspur, California and serves as its President and CEO. Mr.
Lahey has served in senior management capacities with several
companies over the last 29 years, including The Chestnut Group,
Metallgesellschaft AG., Continental Grain Co., Capital Ideas, Inc.,
Citicorp Securities, Inc., Weeden & Co., and Bankers Trust Company.
Mr. Lahey received his BA from Dartmouth College in 1969.
ANDROS S. SAVVIDES joined the Company as a director on
November 15, 1999. Mr. Savvides is one of the founders of Excel
Group Inc. a large New York Construction and Engineering firm
founded in 1988. Mr. Savvides is a leader in many cutting edge
industry trends and his company is one of the few ISO-9000
certified companies in the construction industry. Mr. Savvides
received his B.A. in Computer Science/Business from C.W. Post
College in 1995
<PAGE> -13-
DR. RALPH THOMSON joined the Company as a director on August
1, 1998, and was later named Corporate Secretary. Dr. Thomson's
career spans over thirty years and involves experience in
International and Domestic market development, trade policy, as
well as regulatory and legislative activity. He is currently the
president and CEO of International Business Catalyst, a firm
devoted to International Marketing, Executive Sales, mergers and
acquisitions. Dr. Thomson has served as an advisor on employment,
economic development, trade and export issues for the Nixon, Ford,
Carter, and Reagan administrations. Dr. Thomson directed the
establishment of Electronic Industry relations with the governments
of Canada, Brazil, Hong Kong, Singapore, Korea, the Philippines,
and India. Dr. Thomson has Master's Degrees and a PhD in
International Affairs, Economics, and Law & Diplomacy from the
Fletcher School of Law and Harvard University with dissertation
under Dr. Henry Kissinger.
ITEM 10. EXECUTIVE COMPENSATION
----------------------
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long Term Compensation
---------------------------------------- --------------------------------------
Awards Payments
------------------------ ---------------
Restricted Securities
Name of Individual Other Annual Stock Underlying/ LTIP All Other
and Principal Position Year Salary Bonus Compensation(1) Award(s) Options/SARs Payouts Compensation
---------------------- ---- ------ ----- --------------- -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony D'Amato
President 1999 $-0- $-0- 625,000(2) -0- -0- -0- -0-
Richard Lahey
Treasurer 1999 $-0- $-0- 375,000 -0- -0- -0- -0-
Dr. Ralph Thompson
Secretary 1999 $63,000 $-0- 125,000 -0- -0- -0- -0-
Andros Savvides
Director 1999 $-0- $-0- 62,500 -0- -0- -0- -0-
</TABLE>
(1) Other Annual Compensation for all officers and directors was in the
form of shares of the Company's restricted common stock.
(2) Pursuant to an Employment Agreement, Anthony D'Amato received
625,000 shares of the Company's restricted common stock in 1999,
and it is anticipated Mr. D'Amato will receive 198,000 additional
shares of the Company's restricted common stock in lieu of his
annual compensation.
<PAGE> -14-
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth, as of the date of this report, certain
information concerning beneficial ownership of the Company's Common Stock by
(i) each person known to the Company to own 5% or more of the Company's
outstanding Common Stock, (ii) all directors of the Company and (iii) all
directors and officers of the Company as a group:
Shares
Name and Address Beneficially Percent of
of Beneficial Owner Owned (1) Class
------------------- ------------ ----------
Common Stock:
-------------
Anthony D'Amato 937,500 13%
19244 Natures View Ct.
Boca Raton, FL 33431
Richard W. Lahey 639,200 9%
8 Woodland Place
Kentfield, CA 94904
Dr. Ralph Thomson 130,000 2%
8120 Royal Lane
Sandy, Utah 84093
Mr. Andros Savvides 162,500 3%
1900 Corporate Blvd.
Boca Raton, FL 33431
Preferred A Stock:
------------------
Richard W. Lahey 275,000 50%
8 Woodland Place
Kentfield, CA 94904
Preferred B Stock:
Media Synergistics 131,485 17%
935 N. Ind. Park Dr.
Orem, Utah 84057
Cheryl Ray 196,783 24%
1008 Canterbury Rd
Enid, OK 72703
_________________________________
(1) As used herein, the term beneficial ownership with respect to
a security is defined by Rule 13d-3 under the Securities
<PAGE> -15-
Exchange Act of 1934 as consisting of sole or shared voting
power (including the power to vote or direct the vote) and/or
sole or shared investment power (including the power to
dispose or direct the disposition of) with respect to the
security through any contract, arrangement, understanding,
relationship or otherwise, including a right to acquire such
power(s) during the next 60 days. Unless otherwise noted,
beneficial ownership consists of sole ownership, voting and
investment rights.
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.
In November of 1999, Anthony D'Amato loaned the company
$250,000.00 which he has subsequently agreed to covert to
restricted common stock at $1 per share.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8
---------------------------------------
(a) Letter of No Disagreement from Jones, Jensen &
Company, Certified Public Accountants
(b) There were no reports on Form 8-K filed during the
fourth quarter ended December 31, 1999.
<PAGE> -16-
SIGNATURES
In accordance with the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
EAGLE CAPITAL INTERNATIONAL, LTD.
Dated: May 31, 2000 By:/s/Anthony D'Amato
--------------------------
Anthony D'Amato, President
In accordance with the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.
Signature Capacity Date
--------- -------- ----
/s/Anthony D'Amato President May 31, 2000
--------------------- and Director
Anthony D'Amato
/s/Ralph Thompson Secretary May 31, 2000
--------------------- and Director
Dr. Ralph Thompson
/s/Andros Savvides Director May 31, 2000
---------------------
Andros Savvides
<PAGE> -17-
EAGLE CAPITAL INTERNATIONAL, LTD.
FINANCIAL STATEMENTS
as of
December 31, 1999 and 1998
and for the Years Then Ended
Prepared by
Christensen & Duncan CPA's LC
Certified Public Accountants
<PAGE>
Christensen & Duncan CPAs, LC
Certified Public Accountants
(801) 944-4020 Fax (801) 944-4866 [email protected]
7086 South Highland Dr. #200 / Salt Lake City, Utah 84121
============================================================================
----------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Eagle Capital International, Ltd.
(A Development Stage Company)
1900 Northwest Corporate Blvd.
Suite 400 East
Boca Raton, Florida 33431
We have audited the accompanying balance sheet of Eagle Capital
International, Ltd. (a development stage company) as of December
31, 1999, and the related statements of operations, stockholders'
equity and cash flows for the year then ended. 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, 1998, were audited by other
auditors whose report, dated July 26, 1999, 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. (a development stage company) as of
December 31, 1999 and the results of its operations and its cash
flows for the year then ended 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 2 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 2. The financial statements do not include any adjustments
that might result from the outcome of the uncertainty.
May 22, 2000
<PAGE> F-1
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS
1999 1998
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 20,326 $ 48
OTHER ASSETS:
License rights 90,000 -
Deposits on equipment 300,000 117,100
Equipment (Surface bonding
machine not placed in service) 185,100 -
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT IN UNCONSOLIDATED
SUBSIDIARIES:
<S> <C> <C>
IMSI 5,600,000 -
CT Great Wall of China 1,771,018 -
CT India 1,150,800 -
CT Mexico 681,830 -
---------- -----------
TOTAL ASSETS $ 9,799,074 $ 117,148
========== ===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 94,173 $ 55,264
Commitments payable to
unconsolidated subsidiaries 149,500 -
Advances from shareholder 5,860 -
Notes payable 475,000 -
---------- -----------
TOTAL LIABILITIES 724,533 55,264
</TABLE>
COMMITMENTS (Note 7)
<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY:
<S> <C> <C>
Preferred stock, Class A;
10,000,000 shares authorized
of $.001 par value, 1,080,600
and 1,586,400 shares
outstanding at December 31, 1999
and 1998, respectively 1,081 1,586
Preferred stock, Class B;
10,000,000 shares authorized
of $.001 par value, 856,021
shares outstanding at
December 31, 1999 856 -
Common stock; 70,000,000 shares
authorized of $.001 par value;
7,103,228 and 1,997,918 shares
outstanding at December 31, 1999
and 1998, respectively 7,103 1,998
</TABLE>
<PAGE> F-2
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
1999 1998
----------- -----------
<S> <C> <C>
STOCKHOLDERS' EQUITY: (Cont'd)
Additional paid-in capital $ 13,202,755 $ 820,768
Deficit accumulated prior
to January 1, 1998 (708,682) (708,682)
Deficit accumulated during
the development stage (3,428,572) (53,786)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 9,074,541 61,884
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,799,074 $ 117,148
========== ==========
</TABLE>
See notes to financial statements.
<PAGE> F-3
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FROM INCEPTION OF THE DEVELOPMENT STAGE ON
JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
January 1, 1998
Through
1999 1998 December 31, 1999
----------- ----------- -----------------
<S> <C> <C> <C>
EXPENSES:
Issuance of common stock
for services $ 2,557,270 $ - $ 2,557,270
Loss in unconsolidated
subsidiaries 140,102 - 140,102
Legal 133,589 - 133,589
Management fees 130,000 - 130,000
Consulting fees 115,640 - 115,640
Lease expense 96,000 - 96,000
Other general and
administrative expenses 77,086 53,786 130,872
Travel 48,434 - 48,434
Accounting 33,805 - 33,805
Advertising 28,020 - 28,020
Rent 14,840 - 14,840
---------- ---------- ----------
NET LOSS 3,374,786 53,786 3,428,572
Deficit accumulated during
the development stage
at the beginning of year 53,786 - -
Deficit accumulated during
the development stage
at the end of year $ 3,428,572 $ 53,786 $ 3,428,572
========== ========= ==========
Net loss per common share $ 0.27 $ 0.01 $ 0.41
========== ========= ==========
Weighted average number
of shares outstanding 12,775,755 4,086,967 8,431,836
========== ========= ==========
</TABLE>
See notes to financial statements
<PAGE> F-4
EAGLE CAPITAL INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FROM INCEPTION OF THE DEVELOPMENT STAGE ON
JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
January 1, 1998
Through
1999 1998 December 31, 1999
------------ ----------- -----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss $(3,374,786) $ (53,786) $(3,428,572)
Add compensation
expense due to issuance
of common stock for
services 2,557,270 - 2,557,270
Add loss in unconsolidated
subsidiaries 140,102 - 140,102
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Increase in accounts
payable 38,909 52,405 91,314
Amortization 1,429 - 1,429
------------ ----------- ------------
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (638,505) 48 (638,457)
------------ ----------- ------------
INVESTING ACTIVITIES:
Deposits on equipment (300,000) - (300,000)
Cash payments on equipment (68,000) - (68,000)
Cash payments on license
rights (90,000) - (90,000)
------------ ----------- ------------
CASH USED IN INVESTING
ACTIVITIES (458,000) - (458,000)
------------ ----------- ------------
FINANCING ACTIVITIES:
Proceeds from sale
of common stock 936,423 - 936,423
Net proceeds from
notes payable 480,860 - 480,860
Cash payments on
commitments payable
to unconsolidated
subsidiaries (300,500) - (300,500)
------------ ----------- ------------
CASH PROVIDED BY
FINANCING ACTIVITIES 1,116,783 - 1,116,783
------------ ----------- ------------
NET INCREASE IN CASH 20,278 48 20,326
CASH AT BEGINNING OF YEAR 48 - -
------------ ----------- ------------
CASH AT END OF YEAR $ 20,326 $ 48 $ 20,326
=========== ========== ===========
</TABLE>
See notes to financial statements.
<PAGE> F-5
EAGLE CAPITAL INTERNATIONAL, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FROM INCEPTION OF THE DEVELOPMENT STAGE ON
JANUARY 1, 1998 THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
January 1, 1998
Through
1999 1998 December 31, 1999
------------ ----------- -----------------
<S> <C> <C> <C>
Supplemental Cash Flow
Information:
Cash paid for:
Interest $ 3,379 $ - $ 3,379
Income taxes - - -
</TABLE>
Year ended December 31, 1999
----------------------------
During the year ended December 31, 1999, the Company acquired interests in
four unconsolidated subsidiaries for the following consideration:
<TABLE>
<CAPTION>
Par Value Additional
Percentage Preferred B Paid-In
Ownership Stock Capital Payable Total
---------- ----------- ---------- ------- ----------
<S> <C> <C> <C> <C>
CT Great Wall of China 49% $ 168 $1,685,082 $150,000 $1,835,250
CT India 40% 103 1,035,897 150,000 1,186,000
CT Mexico 49% 57 572,443 150,000 722,500
IMSI 38% 560 5,599,440 5,600,000
</TABLE>
See notes to financial statements.
<PAGE> F-6
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Preferred Preferred Additional
Class A Stock Class B Stock Common Stock Paid-In Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit
-------- -------- -------- -------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
December 31, 1997
(inception of
development stage) 630,000 $ 630 - $ - 1,172,918 $ 1,173 $ 704,126 $ (708,682)
Issuance of preferred
class A shares in
exchange for the
net assets of IMSI
Capital 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)
Issuance of preferred
class B for
investments in:
CT Great Wall of China - - 168,525 168 - - 1,685,082 -
CT India - - 103,600 103 - - 1,035,897 -
CT Mexico - - 57,250 57 - - 572,443 -
IMSI - - 560,000 560 - - 5,599,440 -
</TABLE>
<PAGE> F-7
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(Continued)
<TABLE>
<CAPTION>
Preferred Preferred Additional
Class A Stock Class B Stock Common Stock Paid-In Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit
-------- -------- -------- -------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of preferred
class B for cash (net
of stock offering costs
of $97,500) - $ - - $ - 950,000 $ 950 $ 851,550 $ -
Issuance of common stock
for services - - - - 1,831,700 1,831 1,829,869 -
Issuance of preferred
class B for services - - 72,557 73 - - 725,497 -
Conversion of preferred
class B to common
stock - - (105,911) (105) 1,059,110 1,059 (954) -
Conversion of preferred
class A to common
stock (505,800) (505) - - 1,264,500 1,265 (760) -
Shareholders' cash
contributions - - - - - - 83,923 -
Net loss for the
year ended
December 31, 1999 - - - - - - - (3,374,786)
--------- -------- -------- -------- --------- -------- ----------- -----------
Balance -
December 31, 1999 1,080,600 $ 1,081 856,021 $ 856 7,103,228 $ 7,103 $13,202,755 $(4,137,254)
========= ======= ========= ======= ========= ======== =========== ==========
</TABLE>
See notes to financial statements
<PAGE> F-8
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------
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. 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.
IMSI Capital Fund, Inc. (Cap Fund) was incorporated in
the state of Nevada on May 7, 1998. The founders of Cap
Fund were all either officers, directors, employees or
shareholders of Integrated Masonry Systems International,
Inc. (IMSI). 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. On July 23, 1998, the Company
acquired the net assets of Cap Fund valued at $118,423 in
exchange for 1,286,400 shares of Class A convertible
preferred stock of the Company . In addition, the
following also transpired on the date of combination or
shortly thereafter:
_ 4,687,868 shares of outstanding Company common stock
were exchanged for approximately 1,172,918 shares
of Company common stock under the terms of a 1 for
4 reverse stock split.
_ Holders of 330,000 shares of existing Company
preferred stock converted such shares into 825,000
shares of Company common stock.
_ The Company changed its name from IAC, Inc. to Eagle
Capital International, Ltd.
_ The former officers and directors of the Company
were replaced by former Cap Fund officers and
directors. In May 1999, the majority of the former
Cap Fund officers and directors were replaced by
the current officers and directors of the Company.
The Company is currently examining the above
transaction with Cap Fund to determine if certain
representations made by Cap Fund to the Company
were factual.
<PAGE> F-9
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
------------------------------------------------
Use Of Estimates In The Preparation of Financial
Statements - 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.
Equipment - As of December 31, 1999, the equipment
recorded on the accompanying balance sheet represented a
surface bonding machine which, as of December 31, 1999,
had not been placed into service. Depreciation will be
recorded on the straight-line method over the estimated
useful life of the machine commencing in year 2000.
License Rights - Amounts expended to secure licenses for
the IMSI building block system are capitalized and
amortized over the straight-line method commencing upon
production beginning in such territories.
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.
Net 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).
Statement of Cash Flows - 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.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
<PAGE> F-10
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 2 - GOING CONCERN (Cont'd)
-------------
assets and liquidation of liabilities in the normal
course of business. As of December 31, 1999, the Company
did not have significant cash or 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 operations in
2000 will improve and enable the Company to continue as
a going concern. Beginning April 2000, the Company
generated its frist revenues in the amount of $150,000
from its current operations in India. As of May 22,
2000, the Company has signed contracts in its licensed
territories which management believes will generate
$125,000,000 in gross revenues over the next four years.
Management believes that the cash generated from these
contracts will eliminate the need for continued funding
from the sale of Company equities or short-term advances
from corporate officers, beginning in the third quarter
of 2000.
NOTE 3 - NOTES PAYABLE AND ADVANCES FROM SHAREHOLDER
-------------------------------------------
Notes payable consisted of the following at December 31, 1999:
_ Note payable to Board Member
and shareholder dated
December 10, 1999 with all
unpaid interest at 15% and
principal due on March 10, 2000.
As of May 22, 2000, the note
was converted into 50,000 shares
of the Company's common stock. $ 50,000
_ Note payable to Chairman, CEO,
President and shareholder
dated November 20, 1999 with
all unpaid interest at 15%
and principal due on
February 20, 2000. As of
May 22, 2000, the note holder
has agreed to convert the note
into 250,000 shares of the
Company's common stock. 250,000
<PAGE> F-11
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 3 - NOTES PAYABLE AND ADVANCES FROM SHAREHOLDER (Cont'd)
_ Note payable dated December
30, 1999 with all unpaid
interest at 12% and principal
due on February 29, 2000.
The note has been paid
in full as of May 22, 2000. 50,000
_ Note payable dated
September 28, 1999 with all
unpaid interest at 12% plus
principal due in January 2000.
As of May 22, 2000, the note
holder has agreed to convert
the note into 25,000 shares
of the Company's common stock. 125,000
-------
TOTAL $475,000
-------
In addition to the above notes, the Company's
President/CEO has made periodic non-interest bearing
advances to the Company during 1999. As of December 31,
1999, the balance owing the President/CEO was $5,860.
NOTE 4 - ACQUISITIONS AND LICENSE RIGHTS
On March 3, 2000, the Company agreed to settle pending
litigation with IMSI in connection with license rights
for the IMSI block building system (IMSI System) which
the Company had previously obtained from IMSI. The
formal settlement and license agreements are currently
being drafted based upon the settlement entered into on
March 3, 2000. Final settlement is subject to court
approval and such settlement will be void if the court
does not approve the settlement agreement. IMSI and the
Company are awaiting court approval of the settlement,
which management of the Company believes will be granted.
Under the terms of the settlement, IMSI has agreed to
ratify the licenses previously granted to the Company for
China, India and Mexico in exchange for a one time
license fee of $25,000 to be paid for each of these three
licenses. In addition, IMSI agreed to issue the Company
a license for Southeastern Europe for a license fee of
$50,000, and to recognize a previous license for Romania
granted to a Company investee. In addition to the above
<PAGE> F-12
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 4 - ACQUISITIONS AND LICENSE RIGHTS (Cont'd)
mentioned license fees, the Company made payments
totalling $90,000 towards obtaining licenses for the IMSI
System which are reflected in the accompanying 1999
balance sheet under the caption, License Rights.
The settlement agreement requires the Company to pay IMSI
a royalty of 4.5% of gross revenues from the sale of the
IMSI system, with minimum royalties required as follows:
China: January 2000 through June 2000, $2,000 per
------ month;
July 2000 through December 2000, $2,500 per
month;
January 2001 through June 2001, $5,000 per
month; and
$7,500 per month from and including July 2001
onward.
India: January 2000 through June 2000, $2,000 per
------ month;
July 2000 through December 2000, $2,500 per
month;
January 2001 through June 2001, $5,000 per
month; and
$7,500 per month from and including July 2001
onward.
Mexico: July 2000 through December 2000, $2,000 per
------- month;
January 2001 through June 2001, $2,500 per
month;
July 2001 through December 2001, $5,000 per
month;
$7,500 per month from and including January
2002 onward.
Romania: April 2000 through September 2000, $2,000 per
-------- month;
October 2000 through March 2001, $2,500 per
month;
April 2001 through September 2001, $5,000 per
month;
$7,500 per month from and including October
2001 onward.
<PAGE> F-13
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 4 - ACQUISITIONS AND LICENSE RIGHTS (Cont'd)
-------------------------------
Southeastern
Europe: April 2000 through September 2000, $2,000 per
------- month;
October 2000 through March 2001, $2,500 per
month;
April 2001 through September 2001, $5,000 per
month;
$7,500 per month from and including October
2001 onward.
During 1999 the Company acquired the following interests
in three companies which are actively pursuing contracts
for the IMSI System in China, India and Mexico. In
addition, the Company acquired on interest in IMSI in
1999. The ownership interest in each Company and the
consideration paid is as follows:
<TABLE>
<CAPTION>
Par Value Additional
Percentage Preferred B Paid-In
Ownership Stock Capital Payable Total
---------- ----- ------------------------ ----------
<S> <C> <C> <C> <C> <C>
CT Great Wall of China 49% $168 $1,685,082 $150,000 $1,835,250
CT India 40% 103 1,035,897 $150,000 1,186,000
CT Mexico 49% 57 572,443 $150,000 722,500
IMSI 38% 560 5,599,440 5,600,000
</TABLE>
The Preferred B stock issued in connection with the
acquisitions has been recorded at a value of $10 per
share ($1.00 value common at a conversion rate of 10
shares of common for one share of preferred B). As the
Company's ownership percentage is less than 50% for each
subsidiary, the Company uses the equity method of
accounting for such acquisitions and has recorded its
percentage share of the subsidiaries' losses for 1999 in
the accompanying statement of operations under the
caption, "Loss in Unconsolidated Subsidiaries".
On September 30, 1999, the Company renegotiated its
purchases of CT Great Wall of China, CT India and CT
Mexico. Under the terms of the renegotiations, the
Company's ownership in CT Great Wall of China will
increase to 100%, effective upon the Company receiving
all previously issued shares of CT Great Wall of China,
ownership in CT India will increase to 70% effective
January 5, 2000 and ownership in CT Mexico will increase
to 90% in exchange for an additional 7,750 shares of the
Company's preferred B Stock.
<PAGE> F-14
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 5 - 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 payable
only as declared by the board of directors.
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 6 - INCOME TAXES
------------
Through December 31, 1999, the Company had a net
operating loss (NOL) carryforward of approximately
$4,000,000. This NOL may be carried forward through the
year 2019 to offset taxable income. Other cumulative
differences between the losses reported for income tax
purposes and financial statement purposes are
insignificant. Due to the Company being in a large NOL
carryforward position, the deferred tax asset of
approximately $1,500,000 has been 100% reserved for as of
December 31, 1999.
NOTE 7 - COMMITMENTS
-----------
During 1999, the Company entered into four
employment/service agreements with officers and directors
of the Company. Under such agreements, the Company is
committed to pay its President/CEO and annual salary of
$198,000 per year through May 15, 2001 and a board member
<PAGE> F-15
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 7 - COMMITMENTS (Cont'd)
consultant fee of $3,000 per month through May 15, 2001.
In addition, the contracts require for the following
issuances of common stock in 1999 and future issuances in
year 2000.
Common shares issued in 1999: 1,437,500 shares
Common shares to be issued in 2000: 562,500 shares
In addition to the 1,437,500 common shares issued for
services as reflected above, the Company issued an
additional 394,200 shares of common stock and 72,557
shares of Preferred B stock in 1999 for services. These
shares have been recorded in the accompanying 1999
statement of operations under the caption "Issuance of
Common Stock for Services" at the value of $1.00 - common
and $10 - preferred B.
NOTE 8 - SUBSEQUENT EVENTS
On February 18, 2000, the Company purchased a Mobile
Block Plant from Lone Wolf Energy (Lone Wolf) for
$625,000 which amount has been paid in full as of May 22,
2000. The cash used to pay for the Block Plant was
raised by the Company through the sale of its common
stock and/or loans from Company officers. Prior to
purchasing the Block Plant, the Company, during 1999
leased the Mobile Block Plant from Lone Wolf for $12,000
per month.
In addition, on February 18, 2000, the Company entered
into an "Agreement for Termination of Master Equipment
Sales Agreement" with Lone Wolf. Under this termination
agreement, Lone Wolf agreed to cancel a "Master Equipment
Sales Agreement" dated February 26, 1999 entered into
between Lone Wolf and the Company wherein the Company was
obligated to purchase a minimum of ten Mobile Block
Plants from Lone Wolf and pay Lone Wolf $.035 per block
produced. As consideration to Lone Wolf for their
agreement to cancel the Company=s purchase obligations
under the "Master Equipment Sales Agreement", the
Company entered into a $1,000,000 non-interest bearing
note payable to Lone Wolf. The note is due on July 31,
2000 (as amended) and if not paid or otherwise becomes
delinquent, accrues interest from July 31, 2000 forward.
The Company has agreed to pay Lone Wolf $12,000 per
month for the months of May, June and July 2000, for
extending the due date to July 31, 2000.
<PAGE> F-16
EAGLE CAPITAL INTERNATIONAL, LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 8 - SUBSEQUENT EVENTS (Cont'd)
In March 2000, the Company acquired approximately 44% of
Bullhide Liner Corporation (Bullhide) in exchange for
approximately $200,000. Bullhide has patented
technologies and methods which management believes will
compliment the Company's international plans.
On April 25, 2000, proxies were submitted by a majority
of the shareholders of the Company, approving a change of
the Company's name to Eagle Building Technologies, Ltd.
<PAGE> F-17
EXHIBIT 16(A)
<PAGE>
Jones, Jensen & Company LLC
Certified Public Accountants and Consultants
May 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Eagle Capital International, Ltd.
Commission File NO. 0-26322
Ladies and Gentlemen:
We were previously the independent accountants for the Company and
on July 26, 1999, we reported on the financial statements of the
Company for the year ended December 31, 1998. We were subsequently
dismissed as the independent accountants of the Company.
We have read the Company=s statements included under Item 8 of its
Current Report on Form 10KSB dated May 31, 2000 and have no
disagreements with the disclosure made therein.
Very truly yours,
/s/ Jones, Jensen & Company
50 South Main Street
Suite 1450
Salt Lake City, Utah 84144
