SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File Number: 0-26322
EAGLE CAPITAL INTERNATIONAL, LTD.
(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 88-0303769
(State of Incorporation) (IRS Employer I.D. No.)
1900 Corporate Blvd., 4th Floor, East Tower, Boca Raton, FL 33431
(Address of principal executive offices )
(561) 988-2550
(Issuer's telephone number, including area code)
Check whether the 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 [_]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court. Yes [_] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
There were 7,705,288 shares of Common Stock, $.01 par value,
issued and outstanding at March 31, 2000.
EAGLE CAPITAL INTERNATIONAL, LTD.
INDEX
PART I. AMENDED FINANCIAL INFORMATION
Item 1. Amended Financial Statements
Balance Sheets - March 31, 2000 (Unaudited) and
December 31, 1999
Statements of Operations - Three months ended March
31, 2000 and 1999 (Unaudited).
Statements of Cash Flows - Three months ended March
31, 2000 and 1999 (Unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security-Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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EAGLE CAPITAL INTERNATIONAL, LTD.
PART I - FINANCIAL INFORMATION
Item I. Amended Financial Statements
----------------------------
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EAGLE CAPITAL INTERNATIONAL, LTD.
AMENDED BALANCE SHEETS
ASSETS
March 31, December 31,
2000 1999
(Unaudited) (Audited)
----------- ------------
CURRENT ASSETS:
Cash $ 1,277 $ 20,326
----------- ------------
TOTAL CURRENT ASSETS 1,277 20,326
----------- ------------
EQUIPMENT -
Mobile Block Plant #1 500,000 -
Fixed Block Plant #2 130,000 -
Mobile Block Plant #3 200,000 -
Mobile Block Plant #4 225,000 -
Mobile SB Machine 193,000 185,100
----------- ------------
TOTAL EQUIPMENT 1,248,000 185,100
----------- ------------
OTHER ASSETS -
Equipment Deposits - 300,000
Investments:
Bullhide 201,363 -
Great Wall/China 2,054,518 1,771,018
C.T. India 1,150,800 1,150,800
C.T. Mexico 681,830 681,830
I.M.S.I. 5,600,000 5,600,000
License Rights 85,000 90,000
Romania License Rights 10,000 -
----------- ------------
TOTAL OTHER ASSETS 9,783,511 9,593,648
----------- ------------
TOTAL ASSETS $11,032,788 $ 9,799,074
=========== ============
See notes to financial statements.
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EAGLE CAPITAL INTERNATIONAL, LTD.
AMENDED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2000 1999
(Unaudited) (Audited)
----------- -------------
CURRENT LIABILITIES:
Accounts payable $ 78,008 $ 94,173
Advances from officer 640,686 5,860
Commitments payable to
unconsolidated subsidiaries 69,000 149,500
Notes payable - other 1,475,000 475,000
Short Term Loan 850,000 -
----------- -----------
TOTAL CURRENT LIABILITIES 3,112,684 724,533
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred Stock A, $.001
par value, 10,000,000 shares
authorized, 967,400 and
1,080,600 shares issued
and outstanding at
March 31, 2000 and
December 31, 1999 967 1,081
Preferred Stock B, $.001
par value, 10,000,000 shares
authorized, 826,615 and 856,021
shares issued and outstanding
at March 31, 2000 and
December 31, 1999 827 856
Common Stock, $.001 par value,
70,000,000 shares authorized,
7,705,288 and 7,103,228 shares
issued and outstanding
at March 31, 2000 and
December 31, 1999 7,705 7,103
Additional paid in capital 13,224,796 13,202,755
Deficit accumulated prior to
January 1, 1998 (708,682) (708,682)
Deficit accumulated during
development stage (from
January 1, 1998) (4,605,519) (3,428,572)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 7,920,094 9,074,541
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $11,032,788 $ 9,799,074
=========== ===========
See notes to financial statements.
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EAGLE CAPITAL INTERNATIONAL, LTD.
AMENDED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31, March 31,
2000 1999
----------- ----------
TOTAL REVENUES $ -0- $ -0-
GENERAL AND ADMINISTRATIVE
EXPENSES:
Accounting - 7,925
Advertising 5,000 5,460
Auto expense - 4,586
Bank charges 790 174
Budget-SW Management 10,000 -
Consulting fees 9,000 498,640
Contributions 5,000 -
Financing fees 85,000 -
Leases 27,000 -
Legal fees 25,030 31,686
Lone Wolf settlement 1,000,000 -
Miscellaneous expense 120 28,889
Office expense 338 7,637
Rent 6,508 700
Taxes and licenses - 229
Telephone - 2,232
Travel expense 3,161 5,117
----------- -----------
TOTAL EXPENSES 1,176,947 593,275
PROVISION FOR INCOME TAXES - -
----------- -----------
NET LOSS $(1,176,947) $ (593,275)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 18,381,688 12,191,918
=========== ===========
NET LOSS PER COMMON SHARE $ (.06) $ (.05)
=========== ===========
See notes to financial statements.
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EAGLE CAPITAL INTERNATIONAL, LTD.
AMENDED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31, March 31,
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(1,176,947) $ (593,275)
Stock issued for services - 488,400
Net change in operating assets
and liabilities:
Prepaid expenses - (900)
Commitments payable to
unconsolidated subsidiaries (80,500) (19,000)
Note payable - Lone Wolf 1,000,000 -
Accounts payable (16,165) 132,118
----------- ----------
NET CASH PROVIDED BY
(USED IN) OPERATIONS (273,612) 7,342
----------- ----------
CASH USED BY INVESTING
ACTIVITIES:
Deposits on equipment - (8,000)
Investment in unconsolidated
subsidiary (484,863) -
Investment in license rights (5,000) -
Purchase of property and
equipment (762,900) -
----------- ----------
NET CASH USED IN INVESTING
ACTIVITIES (1,252,763) (8,000)
----------- ----------
CASH USED BY FINANCING
ACTIVITIES:
Advances from shareholder 634,826 -
Short term loans 850,000 -
Cash for sale of stock 22,500 -
----------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,507,326 -
----------- ----------
NET DECREASE IN CASH (19,049) (658)
CASH AT BEGINNING OF PERIOD 20,326 48
----------- ----------
CASH AT END OF PERIOD $ 1,277 $ (610)
=========== ==========
See notes to financial statements.
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EAGLE CAPITAL INTERNATIONAL, INC.
AMENDED NOTES TO FINANCIAL STATEMENTS
(March 31, 2000)
NOTE 1 - THE COMPANY
-----------
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, and through license
and distribution rights for other technologically
advanced building products.
On February 18, 2000, the Company entered into an
Agreement for Termination of Master Equipment Sales
Agreement ("Termination Agreement") with Lone Wolf
Energy, Inc. ("Lone Wolfe"). 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. The interim financial
statements as of March 31, 2000 and for the three months
then ended have been amended on this Form 10-QSB/A to
reflect the issuance of this note and related expense.
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.
It is anticipated that the name change will take effect
in the third quarter of 2000.
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EAGLE CAPITAL INTERNATIONAL, INC.
AMENDED NOTES TO FINANCIAL STATEMENTS
(March 31, 2000)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Basis of Presentation - The accompanying unaudited
consolidated financial statements have been prepared in
accordance with generally accepted accounting principles
for interim financial information and with instructions
to Form 10-QSB and Regulation S-B. Accordingly, they 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 (which include only normal
recurring adjustments) considered necessary for a fair
presentation have been included. For further information,
refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report
on Form 10-KSB for the year ended December 31, 1999.
In order to maintain consistency and comparability
between periods presented, certain amounts have been
reclassified from the previously reported financial
statements in order to conform with the financial
statement presentation of the current period.
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.
Cash and Cash Equivalents - For purposes of the statement
of cash flows, the Company considers investments with an
original maturity of less than three months to be cash
equivalents.
Accounting Method - The Company's financial statements
are prepared using the accrual method of accounting. The
Company has elected a December 31 year-end.
NOTE 3 - STOCKHOLDERS' EQUITY
--------------------
Net loss per common share is based on the weighted
average of shares outstanding during the period.
Class A Preferred - The Company has authorized
10,000,000 shares of Class A preferred stock (Class A),
which may be converted at the holders' option into 2.5
shares of common stock for each share of Class A. Class
A also has cumulative dividend and liquidation
preferential rights over all other classes of stock,
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EAGLE CAPITAL INTERNATIONAL, INC.
AMENDED NOTES TO FINANCIAL STATEMENTS
(March 31, 2000)
NOTE 3 - STOCKHOLDERS' EQUITY (Cont'd)
--------------------
with dividend rights equal to 20% of net income
commencing with the year ending December 31, 1998.
Class B Preferred - The Company has authorized
10,000,000 shares of Class B preferred stock (Class B)
which may be converted at the holders' option into 10
shares of common stock for each share of Class B held.
Class B does not have preferential cumulative dividend
or liquidation rights.
NOTE 4 - SHORT-TERM LOAN
---------------
In March 2000, the Company commenced a Private Placement
Offering (the "Offering") of an $850,000 convertible note
to "accredited investors" under the Securities Act of
1933, as amended. The Note is convertible into shares of
the Company's common stock at a conversion price of $1.00
per share. The Offering was completed on March 13, 2000.
NOTE 5 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company's President and Chief Executive Officer,
Anthony D'Amato, has made certain short term loans to the
Company from time to time during the period ending March
31, 2000 totaling $640,686.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
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 March 31, 2000, the Company had total assets of
$11,032,788, as compared to total assets of $9,799,074 at December
31, 1999; current liabilities and total liabilities of $3,112,694
at March 31, 2000, as compared to current liabilities and total
liabilities of $724,533 at December 31, 1999; and stockholders'
equity at March 31, 2000 of $7,920,094, as compared to $9,074,541
at December 31, 1999. The principal reason for the decrease in
stockholders' equity was due to the recording during the quarter
ended March 31, 2000 of a $1,000,000 note payable and related
expenses thereon to Lone Wolf Energy, Inc. in exchange for the
cancellation of an earlier purchase commitment the Company had
entered into with Lone Wolf.
Liquidity and Capital Resources
As of March 31, 2000, the Company's cash totaled $1,277 as
compared to $20,326 at December 31, 1999. Net cash used in
operations was $273,612 compared to $7,342 provided by operations
in the same quarter of 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 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;
however, in the interim for the months of April, May and June,
2000, certain directors and officers of the Company will advance
funds sufficient to meet operational expenses. The timing and
amount of the Company's additional financing needs will depend,
inter alia, 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 additional 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.
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Results of Operations
Sales for the period ended March 31, 2000 were $0 compared
with sales of $0 in the same quarter of 1999. Based upon current
contracts, the Company expects sales of approximately $23 million
for fiscal 2000. The Company experienced a net loss of $1,176,947
for the period ended March 31, 2000 compared to a net loss of
$593,786 for the same quarter of 1999. The increase in net loss is
primarily due to the recording during the quarter ended March 31,
2000 of a $1,000,000 note payable and related $1,000,000 expense to
Lone Wolf Energy, Inc. in exchange for the cancellation by Lone
Wolf of an earlier purchase commitment entered into by the Company
with Lone Wolf.
FORWARD LOOKING STATEMENTS
Statements made in this Management's Discussion and Analysis
and elsewhere in this Annual Report that state the Company's or
management's intentions, hopes, beliefs, expectations or
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.
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PART II - OTHER INFORMATION
Item 1. 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 2. CHANGE IN SECURITIES
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
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. OTHER INFORMATION
One May 26, 2000, Mr. Richard Lahey resigned as a
Director and Treasurer of the company. Mr. Lahey left to
pursue other business ventures and still works closely
with the Company and remains a large shareholder.
On June 2, 2000, the Company appointed Donald Pollock as
a Director and Corporate Treasurer.
On June 2, 2000, the Company appointed Robert Kornahrens
as a Director.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required to be filed for the
period covered by this Report.
(b) On February 29, 2000 the Company filed form 8-K
announcing its purchase of 44% of the outstanding
stock of Bullhide Corporation.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EAGLE CAPITAL INTERNATIONAL, LTD.
August 7, 2000 By:/s/ Anthony D'Amato
--------------------------------
Anthony D'Amato, President
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