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FORM 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from___________ to ____________
Commission file number 93-67656-S
LEADING-EDGE EARTH PRODUCTS, INC
(Name of small business issuer as specified in its charter)
Oregon 93-1002429
(State of incorporation or organization) (I.R.S. Employer ID No.)
319 Nicherson St. #186, Seattle, WA 98109
(Address of principal executive offices) (Zip Code)
800-788-3599
Issuer's telephone number
--------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12,13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes....... No.......
APPLICABLE ONLY TO CORPORATE ISSUERS
State number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 28,272,014 as of
January 13, 1998
Transitional Small Business Disclosure Format (check one):
Yes........... No......X....
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LEADING-EDGE EARTH PRODUCTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
PART I
ITEM 1. FINANCIAL STATEMENTS
Interim Financial Statements for the periods ending July 31, 1997 and 1996, are
attached hereto.
ITEM 2. PLAN OF OPERATION
The operations of Leading-Edge Earth Products, Inc. (the "Company"), since
inception have been focused on research and development (R&D). R&D activities
were done by the Company from 1992 to 1996. R&D was done and paid for by Agile
Building Technologies, Inc. ("Agile"), from January 1996 through October 1996.
The Company resumed direct R&D activities in November 1996. Between November
1996 and the present, a viable structural panel product has been developed by
the Company in concert with its affiliates. This product is known as "LEEP
STRUCTURAL CORE." Significant purchase of equipment and manufacturing facilities
by the Company's affiliates, is expected during fiscal 1997/1998, as well as
expansion of personnel.
The strategy of Management during fiscal 1997/1998 is to develop the LEEP
STRUCTURAL CORE product manufacturing capability and marketing through affiliate
companies. Manufacturing and marketing of LEEP STRUCTURAL CORE will be performed
in tandem with the Company's affiliate company, Agile, who is developing the
markets for its insulated wallboard product known as "IN-SULATE", and its
External Insulated Sheathing System product known as "EX-SULATE". All three
product lines are compatible and complementary and use the same basic
polyisocyanurate expanding foam lamination ("Polyiso") technology. The Company
believes that, over time, both Agile and the Company's future affiliates will be
materially more cost effective by locating manufacturing plants in the same
locations to be able to share Polyiso chemical unloading and storage facilities.
Polyiso chemical order volume, shipping costs, intermediate rail tank storage
and in-plant isolated temperature controlled storage, are major cost and
logistic considerations with respect to efficient, economical laminated Polyiso
product manufacturing. Locating Polyiso depots between future Agile
IN-SULATE/EX-SULATE and LEEP STRUCTURAL CORE plants lends these operational
pairings substantial advantage over future would-be competition. No specific
plan has been implemented, as of this report, to undertake to build such a
"side-by-side" operation.
With respect to Agile, considering Agile's bank facilities, equity investments
and long-term notes, more than $3,000,000 has been invested in Agile's products
and operations since Agile's inception in December 1995. This investment has
produced a group of new, well-timed products, including Agile's EX-SULATE and
IN-SULATE. EX-SULATE is an Exterior Insulated Sheathing System Product which
takes the place of multiple-step application external finishing systems such as
"Dryvet" (a 3-to-7-step, labor intensive competitive product). IN-SULATE is an
insulated wall board product for finishing the interior of buildings, while
providing significant thermal and sound insulation at the same time. Agile
purchased an operating production line at the Winter Panel Corporation facility
in Brattleboro, Vermont. Agile privately placed various equities since November
1996, to fund development of its new products, markets, and sales programs, and
to modify the production line in Vermont to manufacture Agile's products. Based
on the outlook for Agile product order demand, Agile ordered, and paid cash in
advance (during November 1997), an additional Laminator which is twice as long
as, and offers approximately twice the production capacity of, the machine in
Brattleboro.
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The Agile products are fully developed and in pilot production. As such, Agile
is ready to upscale or participate in upscaling production quantities to pace
their current visible market demands. Management and Agile estimate $20,000,000
first-year revenues of Agile products. David Moran, the Company's former
President (see below), had been assisting Agile and the HKC investors (see
Exhibit 10.4, Agreement between Leading Edge Earth Products, Inc., and Harrison
Kramer Corporation, dated August 12, 1997, attached to 10-K Report, filed
November 5, 1997), in Pennsylvania and Vermont to achieve the next level of
planning and product manufacturing efficiency at Agile. As of an October 28,
1997, Agreement between Agile and the new investors, Mr. Moran resigned as
President of the Company and became the CEO of Agile Group Inc. ("AGI"). Mr.
Grant Record, founder and CEO of the Company assumed Mr. Moran's duties until a
new president can be identified. The Company believes that Mr. Moran's talents
can be more fully utilized in the Joint Venture affiliate at this time because
of the higher current demand for production efficiency at Agile. The Company
will not require high-volume production efficiency before summer 1998.
The Company plans to form a new affiliate company in Twin Falls, Idaho. The Twin
Falls area offers substantial transportation, work force, logistic and economic
reasons to encourage an aggressive outlook to manufacturing in the Twin Falls
area. The Company does not believe there is any need to expedite building a
manufacturing plant during the winter months as personnel and facilities are
available to manufacture the LEEP panels in Pennsylvania and ship them to Idaho
for developing the initial western markets between now and spring 1998, when
plant construction can begin in the Twin Falls area. Grant Record, CEO of the
Company, took up residence in Twin Falls in order to administer the planning for
building facilities. Options to purchase or lease turnkey manufacturing
facilities will be made available to Agile for one of the two new buildings now
in planning for the Twin Falls area. Mr. Record, in concert with one of the
Company's joint venture candidates, L/A Investors, Inc., is presently reviewing
various manufacturing plant sites in the region of LEEP's interest. One 80 acre
site has been purchased by L/A Investors with a view to constructing an
environmentally friendly industrial campus wherein LEEP will be the principal
builder. As of this report, two additional locations in the region are being
considered. LEEP and Agile will be treated as "favored" customers, respectively,
for the approximately 15 acres each would require to accommodate the planned
200,000 sq.ft. rail-side manufacturing buildings.
The Company's proposed new affiliate company (NEWCO) and the Company's affiliate
company, Agile, use the same basic technology, chemicals and equipment to
produce their respective products. Pilot Product will be produced at a rate in
Pennsylvania to support construction of two medium-sized commercial buildings
per week or one medium-sized refrigerated warehouse per day, for each group of
five (5) manual containment presses. By mid calendar 1998 Management believes
that the Company's affiliate companies will have production capacity to support
$90,000,000 in annual sales.
NEWCO will produce foam filled metal structural panels using manual presses in
or near Agile's Pennsylvania facility during the winter months of 1998. In the
summer of 1998, NEWCO expects to be positioned to produce the LEEP STRUCTURAL
CORE product on a new 100-foot Laminator System in Idaho that will be capable of
producing upwards of 48,000 square feet of LEEP STRUCTURAL CORE per ten-hour
shift. In the interim it will use Shuttle Containment (manual) Presses which are
currently in the final stage of fabrication in Pennsylvania. 2.3 metric tons
(51,000 pounds) of custom sheet metal has been purchased by the Company and
shipped from Korea to Pennsylvania to support first quarter 1998 manufacturing
of LEEP STRUCTURAL CORE. Negotiations are under way to transfer this steel
inventory to the joint-venture company (NEWCO), to support NEWCO's operations,
as part of the joint-venture negotiation. No broader manufacturing rights than
regional rights within the United States are under consideration for joint
venture at this time.
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Agile purchased a used 100-foot long Polyiso Laminator during the last quarter
of calendar 1997. Additional Laminators will be ordered as required. Phase One
production capacity in Pennsylvania is expected to allow Agile to produce foam
insulation backed interior and exterior sheeting products sufficient to meet
projected market demand of sales beyond the $30,000,000 level.
LEEP announced on December 11, 1997, that its affiliate, Agile Building
Technology, Inc., completed installation of its proprietary EX-SULATE exterior
panels on three new drug stores for the Rite Aid Corporation. These stores are
part of Rite Aid's major national building program.
LIQUIDITY AND CAPITAL RESOURCES. Due to cash flow constraints at Agile, while a
newly created manufacturing joint venture is being implemented, the Company has
agreed with Agile that payments on moneys owed to LEEP by Agile will be delayed
until cash flow permits. Since there is no date certain for the Company to
receive payments on the receivable from Agile, the Company has provided for a
reserve of $233,062 as shown in the financial statements to cover the license
revenue and accrued interest due from Agile.
Investors have contracted to invest $6,000,000 in Agile--to support
manufacturing upgrades on present equipment and additional manufacturing
capacities to enable Agile to exceed $30,000,000 in sales revenues over the next
24 months. The same investors (HKC; see below) have expressed interest in
negotiating to fund a proposed new affiliate company to build the plant
facilities necessary to begin manufacturing LEEP STRUCTURAL CORE product in
Idaho. This investor interest is presently being compared with other
opportunities for joint venturing in Idaho.
The Company entered into an August 12, 1997 Amended Agreement with Harrison
Kramer Corporation ("HKC"), or assigns, on August 15, 1997. The Agreement
specified that HKC had until November 1997 to consummate a $5,000,000 financing
for the Company. Alternately, a $6,000,000 financing was consummated under a
separate agreement, for Company affiliate, Agile. HKC investors signed a binding
agreement with Agile on October 28, 1997, to form Agile Group, Inc. (AGI) and
Agile Building Structures, Inc. (ABS), and to invest $500,000 per month in ABS
beginning November 31, 1997 and each month thereafter for eleven consecutive
months and to invest up to $400,000 prior to November 31, 1997. Both initial
increments ($400,000 and $500,000) were completed. According to the terms of the
October 28, 1997 Agreement, Agile will hold 49% of ABS, and AGI will hold 51%.
Should AGI default on any monthly payment, Agile has the right to control of
ABS. AGI has the right of first refusal to finance additional joint venture
operations on a 51%/49% basis and to provide all of the funding for such
operations. Should AGI not exercise the right, Agile has the right to otherwise
finance and control such future operations.
The Company obtained a revolving credit facility from Rothchild SA, Nassau,
Bahamas. The credit facility presently provides for monthly draws of $137,500
which can be paid down subsequently in stock with a 1.08 repayment multiple if
repaid in stock at the then current market price for stock. The advances can be
repaid in cash at a 1.03 multiple rate (refer to Note 14 to the Financial
Statements, 10-K Report for the year ending April 30, 1997, filed on November 5,
1997). Difficult administrative challenges are being worked out with regard to
employing this facility. As of this report the Company has successfully
completed the first draw of $137,500 and is in the process of completing the
second draw, having received a partial payment on it. The Company expects to
know within 30 days if the credit facility will remain a viable financing
alternative.
RESULTS OF OPERATIONS. The Company has yet to generate revenues from the sale of
building panels, however, $300,000 has been received in the form of License
revenue and an additional $195,250 is due
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the Company from its affiliate, Agile, for fees and services rendered. The
Company financed its cost of operations for the quarter ending July 31, 1997,
from stock sales, stockholder loans, and debt conversions. As of January 1,
1998, the Company had $374,575 in short-term borrowing. For further analysis,
see the Company's Statement of Cash Flows.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Mr. Metz is tardy in responding to discovery requests made by the Company. Court
sanctions have been requested and are pending. Should Mr. Metz not respond, the
Company would close the case in its favor under default provisions. Other than
the foregoing, there have been no changes in the status of legal proceedings
since the 10-K Report for the year ending April 30, 1997, filed on November 5,
1997.
ITEM 2. CHANGES IN SECURITIES
There have been no changes in instruments defining the rights of holders of any
class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
There have been no submissions of matters for security holder vote since the
10-K Report for the year ending April 30, 1997, filed on November 5, 1997.
ITEM 5. OTHER INFORMATION
Matters discussed herein, contain forward-looking statements that involve risk
and uncertainties. The Company's results may differ significantly from results
indicated by forward looking statements. Factors that might cause some
differences, include, but are not limited to:
o Changes in general economic conditions, including but not limited to
increases in interest rates, and shifts in domestic building construction
requirements;
o Changes in government regulations affecting customers, the Company, or
Agile;.
o Risks generally involved in the construction business, including weather,
fixed price contracts and shortages of materials or price competitive
labor;
o Competition;
o The ability of the Company to successfully bring the products from their
development stage into full and profitable production;
o The Company and/or Agile and HKC's ability to raise sufficient debt and
equity capital to perfect Agile's business plans and to enable Agile to
continue in existence;
o The occurrences of incidents which could subject the Company to liability
or fines;
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o Agile's ability to obtain the sales orders necessary to support the volume
of production required to sustain successful operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Unaudited financial reports and notes thereto are attached covering the period
ending July 31, 1997.
No 8-K reports have been filed since the 10-K Report for the year ending April
30, 1997, filed on November 5, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Leading-Edge Earth Products, Inc.
(Registrant)
Date: January 13, 1998 By: Grant C. Record
CEO and Secretary
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LEADING-EDGE EARTH PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
JULY 31, 1997 AND 1996
(UNAUDITED)
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LEADING-EDGE EARTH PRODUCTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1997, AND 1996
(UNAUDITED)
1. GENERAL
The interim financial statements have been prepared by the Company without audit
and are subject to normal recurring year-end adjustments. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments, (all of which are of a normal recurring
nature), necessary to present fairly the financial position of the Company as of
July 31, 1997, and the results of operations for the three ending July 31, 1997
and 1996. It is suggested that these interim statements be read in conjunction
with the financial statements and notes thereto contained in the Company's
audited financial statements for the year ended April 30, 1997. The results of
operations for the three months ended July 31, 1997 are not necessarily
indicative of the results to be expected for the full year.
2. INCOME TAXES
Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Losses prior to 1995 will be
capitalized. From 1995 on, the year in which the Company received its first
license revenue, most losses should be carried forward. Valuation allowances are
established when necessary to reduce tax assets to the amount expected to be
realized. Income tax expense is the tax payable or refundable for the period
plus or minus the change during the period in net deferred tax assets and
liabilities.
3. NET LOSS PER COMMON STOCK
Net loss per common share is computed based on the weighted average number of
common shares and common share equivalents outstanding. When dilutive, stock
options are included as common share equivalents using the treasury stock
method.
4. CONTINUING EXISTENCE
The Company has yet to produce and sell its products. The burden of trade debt
has been reduced with short term borrowing and stockholder loans. Its ability to
continue in existence is dependent upon obtaining sufficient funding to begin
planned manufacturing
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operations and achieve a positive cash flow either for itself or its affiliates.
Management believes that sufficient funding and operational success will be
achieved to allow the Company to realize planned business objectives, but at
this time it is not assured.
5. ISSUANCE OF SECURITIES
The Company issued 219,477 shares of restricted rule 144 stock to vendors for
payables and services rendered during the three month period reported on.
The Company issued 28,819 shares of restricted rule 144 stock to an officer and
director for payables.
The Company granted options to buy 200,000 shares of rule 144 restricted shares
at $0.40 per share for three years in exchange for $5,000 of accounts payable
from a vendor.
In June of 1997 the Company issued 113,690 shares of restricted rule 144 stock
to an officer of the Company for accrued contract salary.
In June of 1997 the Company issued 215,551 shares of restricted rule 144 stock
to stockholders in exchange for notes payable.
The Company entered into agreements with consultants to provide marketing,
international consulting and general corporate guidance. The consultants
received 1,200,000 Regulation "S" shares of Company common stock in June of
1997. There is a provision in the agreements whereby the Company can elect to
terminate services beyond June of 1998 and claim 600,000 shares of the original
1,200,000 shares paid in advance. The Directors authorized management to not
extend the agreements beyond June 1998 and to cancel the companies consulting
agreements after one year, which management has done.
The Company issued 114,133 shares of restricted rule 144 stock to a stockholder
for cash and old shares of Crystal Asset FiberTeck/LEEP stock. The Fiber
Teck/LEEP stock was retired and is no longer accounted as outstanding.
6. RECEIVABLES DUE FROM AFFILIATE
As a result of the agreement completed in March of 1997 with Agile and WLP the
Company does not expect to collect license and consulting revenues and interest
due from Agile until Agile is in production and is in a position to make
payments on its payables to the Company. Consequently the Company has
established a reserve of $233,062 for receivables from Agile.
7. INVESTMENTS IN AFFILIATES
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The Company has a 35% interest in Agile with the remaining 65% interest held by
other investors. This investment is accounted for using the equity method. Any
asset or equity distributions from Agile will be made in accordance with the
respective ownership interests. Agile is a development stage enterprise
established to manufacture building panels using technology developed jointly
and/or independently by the Company and/or Agile. The Company has recorded no
value related to this investment. Agile has incurred operating losses since its
inception in December 1995.
8. AGILE REPORTED NET LOSES
The Company has not recognized its proportionate share of Agile's net losses as
the Company has no obligation to fund any such losses and carries its investment
in Agile at zero.
9. INVENTORY
The Company purchased and taken possession of polyester coated custom embossed
sheet steel which it is holding for and expects to transfer to a joint venture
affiliate to be formed in 1998. There is no other inventory being reported on
the Company financial statement.
10. OTHER ASSETS
On August 29, 1996, the Company assumed an agreement entered into by Grant
Record on March 30, 1996. In this agreement, the inventor disclosed certain
proprietary information for the use of Magnesium Oxide Technology (MgO) and the
Company received an exclusive and assign-able right to the licensed technology,
including enhancements made by the licensee. The MgO technology is used to
control odors produced in the manufacturing process of its principal product.
The Company obtained the right to use the technology by paying $25,822 which it
financed with a stockholder loan. The Company shows this purchase as an
intangible asset. Amortization has been taken on this asset from the date
acquired by the Company using the straight-line method over 15 years. The
continued right to use the product depends on the Company's payment of $25,000
per year minimum royalty to the inventor and the inventor accepting the payment.
No commitment has been made by either the Company or the inventor as of the
writing. The Company is examining the cost and other trade-off's of in-house
developed/controlled slurry technology Vs vendor purchased slurries. The
Company's criteria for developing and/or holding slurry technology is that MgO
slurry or equivalent be low cost, fire proof, water proof, easy to apply and
competitively priced with similar commercially available products.
In May, 1997 the Company signed a contingent earnest-money agreement and placed
$15,000 in trust on the purchase of property to be used by a yet to be formed
subsidiary in Twin Falls Idaho.
11. SUBSEQUENT EVENTS
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Management has withdrawn its offer to purchase property in Idaho and has
recovered the $15,000 earnest-money placed in trust.
The Board has authorized 100,000 shares of restricted Rule 144 stock be reserved
for future services by a vendor.
In September the Board of Directors authorized options to purchase 250,000
shares of restricted Rule 144 stock at $0.375 for three years to be issued to
members of the Board.
The Company issued 740,800 shares of restricted Rule 144 stock in exchange for
$302,416 in notes payable and accrued interest in August and October of 1997.
In November of 1997 the Company issued 106,250 shares of restricted Rule 144
stock to vendors for services rendered.
The Company settled a dispute with a vendor by agreeing to pay $20,345 for
services rendered including legal fees. Payments are to be made over two months
in three equal parts.
In September of 1997 the Company loaned an investment company $86,177 with
interest at 10% per annum which is due to be paid in full in two years which is
shown as "Notes receivable". The note specifies that it is to be fully secured
with stock. The investment company is using the money to fund the start-up of
the Company's new affiliate which is expected to be established in Idaho in
1988. When the new company is funded, the Company expects to recover these
funds.
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
From December 23, 1991 (inception)
Price Per Common Stock
Date Share Shares Amount
------------- ------------- ------------- -------------
Balances at inception 12/31/91 11,936,830 $ 5,000
Cash contributions and unreimbursed expenditures
incurred on behalf of the Company 1/92-4/92 -- 37,039
Net loss -- --
------------- -------------
Balances at April 30, 1992 11,936,830 42,039
Cash contributions and unreimbursed expenditures
incurred on behalf of the Company 5/92-4/93 -- 63,871
Common stock issued for payment of note payable 4/30/93 0.35 168,725 58,725
Common stock issued for payment of salary 4/30/93 0.12 40,000 4,654
Excess of market price over exercise price on
options granted during the year -- 332,710
Net loss -- --
------------- -------------
Balances at April 30, 1993 12,145,555 501,999
Common stock issued for cash 6/22/93 0.54 665,000 360,000
Common stock issued for payment of services 6/22/93 0.54 99,000 53,594
Common stock issued for payment of stockholder
loan and accrued interest 7/27/93 0.61 125,400 76,000
Exercise of stock options 4/30/94 0.07 100,000 6,500
Excess of market price over exercise price on
options granted during the year -- 825,129
Net loss -- --
------------- -------------
Balances at April 30, 1994 13,134,955 1,823,222
Common stock issued for payment of professional
fees and royalty obligations 5/31/94 0.50 1,054,863 526,500
Exercise of options for cash 6/30/94 0.09 207,400 18,996
Cash payment of note receivable from stockholder 7/31/94 -- --
Exercise of options for cancellation of note payable 8/4/94 0.12 197,680 23,000
Grant of stock options in payment of accrued salaries 10/31/94 -- 120,000
Exercise of options for notes receivable 11/94-2/95 0.13 1,859,172 246,099
Common stock issued for payment of accounts
Deficit Total
Accumulated Stockholders'
Notes during the Equity
Receivable - Development (Accumulated
Stockholders Stage Deficit)
------------- ------------- -------------
Balances at inception $ -- $ -- $ 5,000
Cash contributions and unreimbursed expenditures
incurred on behalf of the Company -- -- 37,039
Net loss -- (34,725) (34,725)
------------- ------------- -------------
Balances at April 30, 1992 -- (34,725) 7,314
Cash contributions and unreimbursed expenditures
incurred on behalf of the Company -- -- 63,871
Common stock issued for payment of note payable 58,725
Common stock issued for payment of salary 4,654
Excess of market price over exercise price on
options granted during the year 332,710
Net loss -- (504,175) (504,175)
------------- ------------- -------------
Balances at April 30, 1993 -- (538,900) (36,901)
Common stock issued for cash 360,000
Common stock issued for payment of services 53,594
Common stock issued for payment of stockholder --
loan and accrued interest 76,000
Exercise of stock options (6,500) --
Excess of market price over exercise price on
options granted during the year 825,129
Net loss -- (1,559,781) (1,559,781)
------------- ------------- -------------
Balances at April 30, 1994 (6,500) (2,098,681) (281,959)
Common stock issued for payment of professional
fees and royalty obligations 526,500
Exercise of options for cash 18,996
Cash payment of note receivable from stockholder 6,500 6,500
Exercise of options for cancellation of note payable 23,000
Grant of stock options in payment of accrued salaries 120,000
Exercise of options for notes receivable (246,099) --
Common stock issued for payment of accounts
Page 1
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
From December 23, 1991 (inception)
Price Per Common Stock
Date Share Shares Amount
------------- ------------- ------------- -------------
payable 12/31/94 0.84 45,796 38,240
Exercise of Class A warrants for cash 1/31/95 2.00 1,650 3,300
Exercise of Class A warrants for payment of note
payable 1/31/95 2.00 50,000 100,000
Net loss -- --
------------- -------------
Balances at April 30, 1995 16,551,516 2,899,357
Common stock issued for payment of accounts
payable 9/28/95 0.63 20,800 13,000
Common stock issued for cash 11/6/95 0.80 12,500 10,000
Common stock issued in exchange for investments in
affiliates 12/4/95 11,884,615
Common stock issued for payment of accounts
payable 12/10/95 0.50 150,000 75,000
Exercise of options for cash 12/27/95 0.12 202,320 23,541
Common stock issued for payment of accounts
payable 1/12/96 0.75 100,000 75,000
Offset of notes receivable from stockholders with
related loans from stockholders 2/28/96 --
Common stock issued for payment of accounts
payable 3/11/96 0.75 100,000 75,000
Common stock issued for payment of note payable
and accrued interest and royalties 4/28/96 1.03 250,000 258,011
Excess of market price over exercise price on options
granted during the year 4/30/96 -- 41,500
Net loss -- --
------------- -------------
Balances at April 30, 1996 29,271,751 3,470,409
Common stock issued in payment of accrued salaries 6/15/96 0.69 21,200 14,624
Common stock issued for payment of services 7/10/96 1.00 75,000 75,000
Options excercised in exchange for note receivable 7/30/96 0.53 150,000 80,000
Removal of stop stock transfer for cash 8/10/96 -- 3,500
Common stock issued for note receivable 8/15/96 1.00 275,000 275,000
Common stock issued for payment of note payable
and accrued interest 8/22/96 0.69 100,000 69,000
Exercise of options for cash 10/3/96 0.50 50,000 25,000
Deficit Total
Accumulated Stockholders'
Notes during the Equity
Receivable - Development (Accumulated
Stockholders Stage Deficit)
------------- ------------- -------------
payable 38,240
Exercise of Class A warrants for cash 3,300
Exercise of Class A warrants for payment of note
payable 100,000
Net loss -- (1,303,988) (1,303,988)
------------- ------------- -------------
Balances at April 30, 1995 (246,099) (3,402,669) (749,411)
Common stock issued for payment of accounts --
payable 13,000
Common stock issued for cash 10,000
Common stock issued in exchange for investments in
affiliates --
Common stock issued for payment of accounts
payable 75,000
Exercise of options for cash 23,541
Common stock issued for payment of accounts
payable 75,000
Offset of notes receivable from stockholders with
related loans from stockholders 117,315 117,315
Common stock issued for payment of accounts
payable 75,000
Common stock issued for payment of note payable
and accrued interest and royalties 258,011
Excess of market price over exercise price on options
granted during the year 41,500
Net loss -- (402,536) (402,536)
------------- ------------- -------------
Balances at April 30, 1996 (128,784) (3,805,205) (463,580)
--
Common stock issued in payment of accrued salaries 14,624
Common stock issued for payment of services 75,000
Options excercised in exchange for note receivable (80,000) --
Removal of stop stock transfer for cash 3,500
Common stock issued for note receivable (275,000) --
Common stock issued for payment of note payable
and accrued interest 69,000
Exercise of options for cash 25,000
Page 2
14
LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
From December 23, 1991 (inception)
Price Per Common Stock
Date Share Shares Amount
------------- ------------- ------------- -------------
Common stock issued for payment of services 12/10/96 1.00 75,000 75,000
Common stock issued for payment of services 3/10/97 0.70 75,000 52,800
Common stock returned by subsidiary 3/25/97 (4,216,601) --
Net loss -- --
------------- -------------
Balances at April 30, 1997 25,876,350 4,140,333
Common stock issued for accounts payable 5/15/97 0.40 62,500 25,000
Common stock issued for accounts payable 5/30/97 0.43 75,000 32,400
Stock options issued for accounts payable 6/6/97 0.00 -- 5,000
Common stock exchanged for note payable 6/6/97 0.43 178,279 76,660
Common stock exchanged for shareholder loan 6/6/97 0.43 37,272 16,027
Common stock issued for accounts payable 6/6/97 0.43 110,796 47,642
Common stock issued in exchange for services
net of 600,000 shares claimed by the Company, (Note 5) 6/6/97 0.52 600,000 312,000
Common stock issued in exchange for services 6/6/97 0.43 113,690 48,887
Common stock issued for cash 6/26/97 0.18 114,133 20,000
Net loss -- --
------------- -------------
Balances at July 31, 1997 27,168,020 4,723,949
============= =============
Deficit Total
Accumulated Stockholders'
Notes during the Equity
Receivable - Development (Accumulated
Stockholders Stage Deficit)
------------- ------------- -------------
Common stock issued for payment of services 75,000
Common stock issued for payment of services 52,800
Common stock returned by subsidiary --
Net loss -- (838,139) (838,139)
------------- ------------- -------------
Balances at April 30, 1997 (483,784) (4,643,344) (986,795)
Common stock issued for accounts payable 25,000
Common stock issued for accounts payable 32,400
Stock options issued for accounts payable 5,000
Common stock exchanged for note payable 76,660
Common stock exchanged for shareholder loan 16,027
Common stock issued for accounts payable 47,642
Common stock issued in exchange for services
net of 600,000 shares claimed by the Company, (Note 5) 312,000
Common stock issued in exchange for services 48,887
Common stock issued for cash 20,000
Net loss -- (210,125) (210,125)
------------- ------------- -------------
Balances at July 31, 1997 (483,784) (4,853,469) (613,304)
============= ============= =============
Page 3
15
LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
Condensed Balance Sheet July 31, 1997 and April 30, 1997
- --------------------------------------------------------------------------------
"Unaudited"
31-Jul-97 30-Apr-97
----------- -----------
ASSETS
Current assets:
Cash $ 11,548 $ 5,897
Receivables from affiliate, net of adjustment of $233,062 4,070 4,070
Inventory 24,711
Prepaid expenses and deposits 259,000 6,500
----------- -----------
Total current assets 299,329 16,467
Other assets:
Intangible asset 40,822 25,822
Less accumulated amortization (1,578) (1,148)
----------- -----------
Total other assets 39,244 24,674
----------- -----------
Total assets $ 338,573 $ 41,141
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Notes payable 65,000 74,630
Accounts payable 153,795 197,342
Accrued contract salary 322,092 334,728
Accrued royalties and interest payable 101,415 96,661
Loans from shareholder 309,575 324,575
----------- -----------
Total current liabilities 951,877 1,027,936
Shareholders' equity (deficit):
Common stock, no par value 4,723,949 4,140,333
Note receivable from shareholders (483,784) (483,784)
Deficit accumulated during development stage (4,853,469) (4,643,344)
----------- -----------
Total shareholders' deficit (613,304) (986,795)
----------- -----------
Total liabilities and shareholders' equity $ 338,573 $ 41,141
=========== ===========
16
LEADING-EDGE EARTH PRODUCTS, INC.
Statement of Operations for Three months ended July 31, 1997 and July 31, 1996
and the period from December 23, 1991 (inception) through July 31, 1997
- -------------------------------------------------------------------------------------------------------------
"Unaudited" Period from
Dec. 23, 1991
Three months ended (inception)through
31-Jul-97 31-Jul-96 31-Jul-97
- -------------------------------------------------------------------------------------------------------------
INCOME:
License and consulting revenues $ 0 $ 119,125 $ 497,000
Interest 10,328 70 46,047
Other 7,000 1,361 22,964
------------ ------------ ------------
Total income 17,328 120,556 566,011
RESEARCH AND DEVELOPMENT EXPENSES:
Salaries 0 418,874
Supplies/shipping 301 91,130
Professional fees 1,218 2,083 188,383
License fees 0 0
Travel 0 11,418
Rent 0 37,715
Legal 2,528 3,796 36,385
Depreciation/amortization 430 0 7,842
Utilities 0 6,371
Write-down of assets 0 141,453
------------ ------------ ------------
Total research and development 4,176 6,180 939,571
GENERAL AND ADMINISTRATIVE EXPENSES:
Contract salaries and incentives 47,728 34,080 1,400,071
Rent 2,037 4,951 81,358
Depreciation 0 0 7,912
Office supplies 3,385 1,532 54,889
Postage and shipping 2,907 1,350 26,689
Telephone 2,860 4,830 112,904
Travel and entertainment 13,321 8,222 189,181
Relocation 897 0 19,464
Payroll and payroll expenses 0 14,375 15,503
Legal and professional 94,605 21,995 1,052,426
Stockholder costs 1,273 858 48,962
Interest and bank charges 11,489 6,950 151,390
Promotion & corp. development 32,400 117,202 494,468
Insurance 0 0 7,865
Other 63 1,067 19,415
------------ ------------ ------------
Total general and administrative 212,965 217,412 3,682,497
Adjustment for unpaid revenues from affiliate 10,312 233,062
Royalties and royalty buyout expense 0 0 553,000
------------ ------------ ------------
Net loss $ (210,125) $ (103,036) $ (4,609,057)
Loss per common share $ (0.01) $ (0.00) $ (0.25)
Weighted average shares outstanding 27,768,020 29,319,249 18,123,410
============ ============ ============
17
LEADING-EDGE EARTH PRODUCTS, INC.
Condensed Statements of Cash Flows for three months ended
July 31, 1997 and July 31, 1996
- --------------------------------------------------------------------------------
"Unaudited"
Period from
Dec. 23, 1991
Three months ended (inception)through
31-Jul-97 31-Jul-96 31-Jul-97
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(210,125) $(113,036) $(4,853,469)
Adjustments to reconcile net loss to cash
flows used in operating activities:
Noncash compensation expenses related to
nonqualified stock options granted 5,000 1,204,339
Depreciation and amortization 430 15,754
Write-off of long-term assets 147,089
Noncash compensation and other expenses
related to stock grants 465,929 90,900 1,307,805
Accrued royalty obligation 4,754 241,754
Changes in operating assets and liabilities:
Receivables (21,125) (4,070)
Inventory (24,711) (24,711)
Prepaid expenses and deposits (252,500) 33,125 (259,000)
Accounts payable (43,547) (69,581) 547,821
Accrued salary obligations (12,636) 14,999 336,716
Accrued interest payable 6,697 261,696
----------- ----------- -----------
Net cash used in operations (67,406) (58,021) (1,078,276)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment purchases, disposals (159,064)
Purchase intangible (15,000) (41,822)
Pmts on notes receivable fm stockholders 6,500
----------- ----------- -----------
Net cash used in investing (15,000) (194,386)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 112,687 482,687
Exercise of stock options 67,537
Exercise of Class A warrants 3,300
Contributed capital 100,910
Proceeds from notes payable 272,130
Proceeds from loans from stockholders 94,297 620,155
Payments on notes payable (9,630) (40,000) (23,130)
Payments on loans from stockholders (15,000) (239,379)
----------- ----------- -----------
Cash provided by financing 88,057 54,297 1,284,210
Net change in cash 5,651 (3,724) 11,548
Cash at beginning of period $ 5,897 $ 5,700
----------- ----------- -----------
Cash at end of period $ 11,548 $ 1,976 $ 11,548
=========== =========== ===========
18
LEADING-EDGE EARTH PRODUCTS, INC.
Condensed statements of cash flows for three months ended July 31,
1997 and July 31, 1996, continued
Period from
Dec. 23, 1991
Three months ended (inception)through
31-Jul-97 31-Jul-96 31-Jul-97
---------- ---------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Fixed assets acquired under contract $ 4,976
Fixed assets acquired with a note payable 13,725
---------- ---------- ----------
18,701
Notes receivable in exchange for common stock 607,599
Offset of notes receivable from stockholder
with related loans from stockholders 117,315
Notes payable exchanged for common stock 457,725
Accounts payable for common stock 105,042 105,042
Accounts payable for services for common stock 360,887 637,127
Accounts payable exchanged for plant and equipment 22,500
Shareholder loan in exchange for common stock 16,027 16,027
Common stock issued for payment of accrued
royalties and interest payable 58,011
Grant of stock options in payment of accounts payable 5,000 5,000
Grant of stock options in payment of accrued salaries 120,000
Shares in exchange for note payable 76,660 116,660
Increase in shareholder loan for accounts payable 87,127
---------- ---------- ----------
$ 563,616 $ 0 $2,350,133
========== ========== ==========