U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended June 30, 2000 Commission File No.33-30476-D
ISO BLOCK PRODUCTS USA, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of
incorporation or organization)
8037 South Datura Street
Littleton, Colorado 80120
(Address of Principal's Executive Offices)
84-1O26503
(I.R.S. Employer Identification No.)
(303) 795-9729
(Registrant's Telephone No. Incl. area code)
Indicate by check mark whether the registrant (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 such shorter period that the
registrant was required to file such reports), and (2) Has been subject to
such filing requirements for at least the past: 90 days.
Yes ___ No X
The number of shares outstanding of each of the Registrant's classes of
common equity, as of Julyl 31, 2000, are as follows:
Class of Securities Shares Outstanding
------------------- ------------------
Common Stock, no par value 4,083,984
INDEX
Page of
Report
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Comparative Balance Sheets:
As of June 30, 2000 (unaudited) and March
31, 2000....................................................... 3
Comparative Statements of Operations (unaudited)
For the three-month periods ended June 30, 2000 and
1999.......................................................... 4
Comparative Statements of Cash Flows (unaudited)
For the three-month periods ended June 30, 2000 and
1999.......................................................... 5
Notes to Unaudited Financial Statements....................... 6
Item 2. Management's Discussion and Analysis or Plan of
Operation..................................................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................. 9
Signatures.................................................... 9
ISO BLOCK PRODUCTS USA, INC.
COMPARATIVE BALANCE SHEET
June 30, March 31,
2000 2000
---------- ----------
ASSETS
------
Cash $ 202 $ 458
Mortgage receivable 16,200 16,200
Inventory-work in progress - -
----------- ----------
TOTAL ASSETS $16,402 $ 16,658
LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Accounts payable 71,494 26,304
---------- ----------
Total Current Liabilities 71,494 26,304
Stockholders' Equity
- --------------------
Preferred Stock, No Par Value,
10,000,000 Shares Authorized,
116,370 Shares Outstanding 114,690 114,690
Common Stock, 50,000,000 Shares
Authorized, 4,083,984 and
4,083,984 Shares Outstanding,
respectively 2,898,306 2,898,306
Contributed capital 4,225 4,225
Accumulated deficit (3,072,313) (3,026,867)
---------- ----------
Total Stockholders' Equity (55,092) (9,642)
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY 16,402 16,658
The accompanying notes are an integral
part of these financial statements.
ISO BLOCK PRODUCTS USA, INC.
COMPARATIVE STATEMENT OF OPERATIONS
------------------------------------------------
For the three months ended June 30, 2000 and 1999
June 30,
2000 1999
---------- -----------
INCOME
------
Sales - 18,460
Interest Income - 1
---------- -----------
Total Income - 18,461
COST OF SALES
-------------
Cost of Materials and Services - 20,866
---------- ---------
GROSS PROFIT (LOSS) - (2,405)
OPERATING EXPENSES
------------------
General and Administrative 45,446 1,537
---------- -----------
NET LOSS (45,446) (3,942)
========== ===========
LOSS PER COMMON SHARE ( 0.01) ( -)
Weighted Average Shares Outstanding 4,083,984 4,041,484
The accompanying notes are an integral
part of these financial statement.
ISO BLOCK PRODUCTS USA, INC.
COMPARATIVE STATEMENT OF CASH FLOWS
------------------------------------------------
For the three months ended June 30, 2000 and 1999
June 30,
Cash Flows From Operating Activities 2000 1999
------------------------------------ ---- ----
Net Income (Loss) (45,446) (3,942)
Depreciation - 500
Accounts Payable 45,190 (146)
----------- ----------
Net Cash Used in Operating Activities (256) (3,588)
NET INCREASE (DECREASE) IN CASH (256) (3,588)
CASH - Beginning of Period 458 5,281
----------- ----------
CASH - End of Period 202 1,693
=========== ==========
The accompanying notes are an integral
part of these financial statements.
ISO BLOCK PRODUCTS USA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1.
- -------
Company Description
The Company was incorporated on April 28, 1986 under the laws of the State of
Colorado under the name of Champion Computer Rentals, Inc. The Company's
Articles of Incorporation were amended to change the name of the corporation
to ISO Block Products USA, Inc. from Champion Computer Rentals, Inc.
effective on September 21, 1994.
Franchising Operations
Effective January 24, 1997, ISO acquired 100% stock of Franchise Connection,
Inc. and its wholly owned subsidiary Brilliant Marketing, Inc. The
Acquisition was accounted for as a purchase by ISO and the accompanying
financial statements present historical results of ISO and include Franchise
Connection, Inc. and Brilliant Marketing, Inc. activities from the effective
date of the acquisition and transfer referenced below.
Franchise Connection, Inc. was incorporated in Colorado in 1996 with
headquarters in Denver, Colorado. The Company planned to form strategic
partnerships with prospective or existing franchise operations (Franchisers)
under which it would provide them with marketing and sales services plus
business and legal services in return for an equity interests in, and / or a
portion of their royalties. On August 31, 1999, the Company transferred all
of its subsidiaries to a shareholder for relief of their debt.
Note 2.
- -------
Summary of Significant Accounting Policies.
The accompanying unaudited financial statements of the Company have been
prepared on the accrual basis and in accordance with the instructions to
Form 10-QSB and do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a
fair presentation have been included. These financial statements should be
read in conjunction with the financial statements and notes thereto included
in the Company's annual report on Form 10-KSB for the fiscal year ended March
31, 2000. Following is a summary of significant accounting policies.
Consolidation
The financial statements include the accounts of ISO and its wholly-owned
subsidiaries Franchise Connection, Inc., Brilliant Marketing, Inc., and Magna
Dry, Inc up to the transfer date. All significant inter-company balances have
been eliminated in consolidation.
Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of mortgages receivable.
The Company's mortgages receivable are concentrated in German real estate and
are concentrated in a limited number of borrowers. The mortgages are from
high quality entities and secured by high value real estate to limit the
Company's exposure to concentrations of credit risk.
During 1998, the Company began foreclosure proceedings in Germany on most of
its mortgages receivable. Although legal counsel handling the case for the
Company believes that a favorable outcome will be reached, no one can say
when or if all of the approximately $1,153,000 will be recovered. Therefore
the Company has decided to treat the mortgages as bad debts until such
time as the foreclosure has been settled.
Cash
All amounts are stated in U.S. dollars. For purposes of statement of cash
flows, the Company considers all short-term debt securities purchased with a
maturity of three months on loss to be cash equivalents.
Foreign Currency Translation
The functional currency for the Company's foreign operations is the applicable
local currency. The translation of the applicable foreign currency into U.S.
Dollars is performed for the balance sheet accounts using current exchange
rates in effect at the balance sheet date and for revenue and expense accounts
using a weighted average exchange rate during the period. The gains or
losses resulting from such translation are included in shareholders, equity.
Income (Loss) Per Common Stock
Income (loss) per common share is based upon the weighted average number of
common shares outstanding during each period.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results differ from those estimates.
Note 3.
- -------
During the quarter ended June 30, 2000, the Company incurred a
net loss of $45,446, and as of that date had accumulated a deficit
of $3,072,313.
Note 4.
- -------
Future working capital requirements are dependent on the Company's
ability to attain profitable operations and to obtain financing or
new capital as required. It is not possible at this time to predict the
outcome of future operations or whether the necessary financing or investment
can be arranged.
Note 5.
- -------
The Company has no current or deferred income tax liability due to accumulated
losses during the development stage. The Company has net operating losses
totaling $3,072,313 which are available to offset future taxable income.
These NOL's expire through 2008. Since realization of the tax benefits of
these net operating losses is not assured beyond any reasonable doubt, no
recognition has been given to possible future tax benefits in the financial
statements. A deferred tax benefit is of $1,170,000 has been offset by a
valuation allowance.
Item 2. Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
Business Operations
The Company's principal operations through June 30, 2000 consisted of
searching for working capital or acceptable merger or acquisition.
Results of Operations.
- ----------------------
During the first fiscal quarter ended June 30, 2000, the Company had no
revenues and engaged limited operations in comparison to revenues of $18,461
in the first fiscal quarter of 1999. The Company realized a loss of $45,446
in the first quarter of 2000 compared to a loss of $3,942 in the first
quarter of 1999. The Company has accumulated a deficit since inception
totaling $3,072,313. The loss realized was primarily due to general and
administrative expenses.
Liquidity and Capital Resources.
- --------------------------------
The Company has total assets of $16,402 including cash or cash
equivalents at the end of the first fiscal quarter 2000 of $202
compared to total assets of $70,944 including cash or cash equivalents of
$1,693 at the end of the first fiscal quarter of 1999.
Income Taxes and Net Operating Losses
- -------------------------------------
At June 30, 2000, the Company had net operating loss carryforwards
for United States and German income tax purposes totaling $3,072,313, which
are available to offset future taxable income. These NOL's expire through
2008.
Plan of Operations
- ------------------
On April 25, 2000, ISO Block Products Inc. (the "Company") and Cryocon Inc.,
a Utah corporation ("Cryocon") signed an Agreement and Plan of Reorganization
(the "Agreement"). The Agreement provides that at the closing under the
Agreement, the Cryocon Holders will sell and transfer to the Company all of
the 11,000,000 shares of Cryocon common stock held by them; and in exchange,
the Company will issue and deliver a total of 44,000,000 shares of its
authorized common stock to the Cryocon Holders in proportion to their
respective ownership of the Cryocon Shares. The Cryocon shareholders will
receive four (4) of the Company's New Shares for every Cryocon Share that the
Cryocon Holder held immediately prior to the Exchange. Cryocon will become a
wholly owned subsidiary of the Company as a result of the Exchange. Colorado
law does not require approval of the Exchange by the Company's shareholders,
and such approval will not be sought.
The Exchange is anticipated to be treated as a tax-free reorganization under
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and
the Company expects to account for its acquisition of Cryocon using the
purchase method of accounting.
The Closing of the Agreement is expected to occur in August 2000. The
Agreement provides that upon closing the Exchange, Robert W. Brunson, Debra
Brunson, Harry Brunson, and Randy Sant (the "Designees") will become
directors of the Company; and Egin Bresnig, Dean Wicker d Karin S. Kuhbander
will cease to be directors.
Immediately following the Closing, the Designees will constitute all of the
directors of the Company.
Immediately following the Closing, the Company will have issued and
outstanding 48,995,730 shares of common stock, 5,930 shares of Series A
Preferred Stock, and Options entitling the holders to purchase an aggregate
of 1,500,000 shares common stock. In addition, Cryocon has debentures issued
and outstanding in the aggregate principal amount of $3,814,727.00, and the
Agreement provides that all principal and interest amounts owed under the
debentures shall be convertible, immediately following the Closing into
shares of the Company's common stock.
Robert W. Brunson, currently the major shareholder of Cryocon, will hold a
majority of the Company's issued shares, and a majority of Company's voting
power, immediately following the Closing. Mr. Brunson will serve as Director,
Chairman of the Board, and President, and will hold directly 40,900,000
(83.6%) of the issued and outstanding shares of common stock, and will
indirectly hold an additional 2,000,000 shares of common stock in the name of
his wife, Debra Brunson (an additional 4%), for an aggregate of approximately
87.6% of the Company's issued and outstanding common stock.
NAME CHANGE. The Agreement also sets forth that, as soon as reasonably
possible following the Closing, a special meeting of the Company's
shareholders shall be called for the purpose of voting upon a change of the
Company's name to Cryocon Inc. or a substantially similar name. The Cryocon
Holders have all agreed to vote their shares of the Company received as part
of the Exchange in favor of the name change.
REVERSE SPLIT. Pursuant to the terms of the Agreement, following the Closing,
the Company's common stock will undergo a 1:4 reverse split pursuant to which
every common share of the Company's then issued and outstanding shall be
changed into one-fourth (1/4th) of a common share (the "Reverse Split"). In
conjunction with the Reverse Split, the number of common shares authorized
shall be increased so that 50,000,000 common shares shall be authorized and
available after giving effect to the Reverse Split. Such an increase in the
number of authorized Common Shares will have to be approved by the Company's
shareholders.
SUBSEQUENT WARRANT DISTRIBUTION. At or about the time of the Reverse Split,
the Company will distribute to persons who are shareholders of the Company
immediately prior to the Closing (or their successors) rights or warrants
permitting each holder to purchase up to three shares of common stock of the
Company for each share held by them immediately following the
Initial Reverse Split. These rights or warrants will be exercisable at a
formula that results in an exercise price of eighty percent (80%) of the
Market Price on the date of exercise, Market Price being defined as the
closing sale price on the date of exercise; but not less than $2.00 per share.
Notwithstanding the foregoing sentence, however, the minimum exercise price
shall be $2.00 per share. The date of exercise shall be the date that the
right or warrant is duly surrendered to the Company's transfer agent for
exercise, with proper payment attached, and every exercise shall be deemed
made after the market close on the date of exercise. Prior to distribution,
such rights or warrants and the common stock purchasable upon the exercise of
the rights or warrants shall have been registered under the Securities Act of
1933,as amended (the "Act") on an appropriate form.
PROHIBITION OF SUBSEQUENT REVERSE SPLITS. For a period of two years following
the Closing, the Company, pursuant to the terms of the Agreement, will not
effect a "prohibited recapitalization." A "prohibited recapitalization" is
defined as a reverse split, other than the initial reverse split mentioned
above, or a combination of the Company's common shares, including any merger,
stock exchange or other reorganization which has the effect of changing any
issued and outstanding common share of the Company into less than one common
share; provided, that the term "prohibited recapitalization" does not include
any cancellation, partial cancellation or readjustment of shares issued by
the Company in the normal course of business which relates only to shares
issued after the Closing Date and not to all common shares of the Company
then issued and outstanding. The former Cryocon Shareholders expressly agree
that, during the two years, they will not vote for or support any prohibited
recapitalization nor grant a proxy or other voting right to a person other
than a Cryocon Holder to vote at any meeting or act by written consent on a
proposal to effect a prohibited recapitalization, and will affirmatively
oppose any attempt to effect a prohibited recapitalization during the two
years, unless approved.
INFORMATION CONCERNING CRYOCON
GENERAL INFORMATION
Cryocon is a privately held corporation organized under the laws of the State
of Utah in October 1999. Cryocon's authorized capital stock consists of
20,000,000 shares of common stock, with no par value, of which 11,000,000
shares have been issued and are outstanding, and no shares of Preferred Stock
are authorized. All of the Cryocon Shares have been duly authorized, validly
issued, and are fully paid and nonassessable. Cryocon has issued convertible
debentures (the "Cryocon Debentures") in the aggregate principal amount of
$2,864,731.00. The Cryocon Debentures are convertible into approximately
7,602,251 shares of the common stock of the Company, after the Closing.
Additionally, immediately upon closing of the Merger between ISO Block, USA
and Cryocon, Inc., Cryocon will issue an additional debenture for the payment of
$1,000,000.00: $500,000.00 upon closing; and, $500,000.00 within 30 days of
closing. This debenture is convertible into 333,333.33 shares of common
stock.
CRYOCON'S BUSINESS
Cryocon, Inc. was organized to provide deep cryogenic tempering of materials
to relieve stress and enhance durability and wear. Deep cryogenic tempering
is a process which includes the application of extremely low temperatures
(apx-300F) utilizing a computer controlled process. On November 10, 1999,
Mr. Brunson executed an agreement to purchase Cryo-Accurizing Division and
the Tri-Lax Process from 300 Below Inc. for approximately $449,000 in cash, of
which a portion was paid as a down payment and the balance evidenced by a
promissory note. On December 10, 1999, Cryocon acquired Cryo-Accurizing
Division and the Tri-Lax Process from Robert W. Brunson along with
Mr. Brunson's interests in a patent on the Cryo-Accurizing Division, for
a combination of cash and a debenture for Cryocon stock, and Cryocon also
assumed the obligation to pay the remaining balance of approximately
$180,000.00 under the note to 300 Below Inc. Mr. Brunson developed both
the Cryo-Accurizing Division and the Tri-Lax Process while an employee of
300 Below, Inc. and was a co-holder of the patent on the
Cryo-Accurizing Division, which was awarded on February 2, 1999.
The Cryo-Accurizing Division and the Tri-Lax Process are the components of
the patented process that Cryocon uses to perform deep cryogenic tempering,
material stabilization and stress relief to firearms to improve accuracy,
longevity and increase ease of cleaning. The Tri-Lax Process is a combination
of cryogenic, electromagnetic and sonic treatment. The Cryo-Accurizing
Division is one of many projects and divisions of Cryocon.
Cryocon currently has the capability to provide its customers with Deep
Cryogenic Processing in its facilities in Utah. The process can be used
for treating tooling (drill bits, dies, and punches), wear parts (forming
dies, extrusion equipment, and hammer mills), and many other items
including motor parts, razor blades, firearms, pantyhose, musical instruments,
and softball bats. Cryocon's process has numerous applications in the
aerospace, mining, energy, electronic, medical and manufacturing industries.
In addition, Cryocon intends to manufacture cryogenic processors, which are
machines used to cryogenically treat materials. The cryogenic processors
can be custom designed to the purchasers' specifications. Cryocon also
intends to manufacture a tabletop cryogenic processor.
MARKET POSITION AND COMPETITION
There are several cryogenic companies. Most are small, under-capitalized
companies. Of these companies, only approximately six have any measurable
sales, and those sales only range from approximately $250,000 to $650,000
per year. These companies either perform cryogenic processing or sell
cryogenic processors. It appears that none attempt to provide both services.
Cryocon believes that its products and services can outperform its
competitors in virtually all situations, and provide its customers with a
superior product. First, Cryocon will provide its customers with custom
processors to their specifications. Cryocon's research indicates that the
performance and flexibility of its processors is superior to anything on
the market today, and provides more features and have superior performance
to its competitor's products.
Cryocon's competitors have the advantage of proximity to their customers.
Cryocon's management intends to overcome this disadvantage through its
knowledgeable sales force, and a management and staff with a superior
understanding of the technology of the cryogenic process and the eventual
placement of processing facilities strategically located across the United
State and abroad.
Cryocon also anticipates that it will expand by providing franchises.
Cryocon plans to provide each franchise with extensive training, technical
support and consistent follow-through.
To promote its sales, Cryocon intends to advertise in major trade journals
and magazines, such as Advanced Materials & Processes, Cutting Tool
Engineering, and Modern Application News and many other industry specific
publications.
MANAGEMENT EXERCISES SIGNIFICANT CONTROL
Cryocon's management group and directors will own and control approximately
87.6% of the shares of the Company's Common Stock, after Closing, and
therefore be able to significantly influence the management and affairs of
the Company and have the ability to control all matters requiring stockholder
approval.
FUTURE CAPITAL NEEDS, UNCERTAINTY OF ADDITIONAL FUNDING
Cryocon's operation to date consumed substantial amounts of cash. The
negative cash flow from operations is expected to continue and may accelerate
in the foreseeable future. The rate at which the Company expends its
resources is variable and may accelerate, depending on many factors,
many of which are outside the control of the Company, including the
continued progress of the Company's research and development of new process
applications; the cost, the timing, and outcome of further regulatory
approvals; the expenses of establishing a sales and marketing force, the
timing and cost of establishing or procuring additional requisite production
and other manufacturing capacities, the cost; if any, the cost of preparing,
filing, prosecuting, maintaining, defending and enforcing patent claims; and
the status of competitive products and the availability of other financing.
Cryocon anticipates that it will require additional financing to fund its
operations. Future financing may result in the issuance of debt, preferred
stock and Common Stock securities, in dilution to the holders of the Common
Stock. Any such financing, if required, may not be available on satisfactory
terms or at all. There can be no assurance that additional investments or
financing will be available as needed to support the development of the
products. Failure to obtain such capital on a timely basis could result in
lost business opportunities, or the financial failure of the company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. NONE
(b) Reports on Form 8-K NONE
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the under-
signed thereunto duly authorized.
Dated: August 14, 2000
ISO BLOCK PRODUCTS USA, INC.
By /S/ Egin Bresnig
------------------------------
Egin Bresnig,
Chief Executive Officer
By /S/ Dean Wicker
-------------------------------
Dean Wicker,
Chief Financial Officer