SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 Commission File #000-31935 TERRA BLOCK INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 65-0729440 (IRS Employer Identification Number) 2637 Erie Avenue, Suite 207, Cincinnati, OH 45208 (Address of principal executive offices)(Zip Code) (513) 533-1220 (Registrant's telephone no., including 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 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 [ ] Title of Class Number of Shares Outstanding: Common Stock, par value $.001 per share 22,215,018 as of August 13, 2003. Documents Incorporated by Reference: None TERRA BLOCK INTERNATIONAL, INC. FORM 10-QSB Table of Contents PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Item 2 - Management's Discussion and Analysis or Plan of Operation Item 3 - Controls and Procedures PART II - OTHER INFORMATION Item 2 - Changes in Securities and Use of Proceeds Item 6 - Exhibits and Reports on Form 8-K SIGNATURES PART I - FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS The financial statements of the company are set forth beginning on page F-1. TERRA BLOCK INTERNATIONAL, INC. CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 TERRA BLOCK INTERNATIONAL, INC. CONTENTS -------- PAGE ------- Consolidated Financial Statements Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . 1 Statement of Operations . . . . . . . . . . . . . . . . . . . . 2 Statement of Stockholders' Equity (Deficit) . . . . . . . . . . 3 Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . 5-6 Terra Block International, Inc. Consolidated Balance Sheet June 30, 2003 ASSETS ------ Current Assets Cash and Cash Equivalents $ 112 ---------- Total Current Assets 112 Property and Equipment, Net Other Assets Start Up Costs 33,408 Accumulated Amortization (3,340) ---------- 30,068 ---------- ---------- TOTAL ASSETS $ 30,180 ========== LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) --------------------------------------------- Current Liabilities Accounts Payable $ 124,458 Notes Payable 90,000 ---------- Total Current Liabilities 214,458 ---------- ---------- Total Liabilities 214,458 ---------- See Accompanying Notes 3 Terra Block International, Inc. Consolidated Statement of Operations For The Six Months Ended June 30, 2003 Revenue $ 0 Cost of Sales 0 ------------ Gross Profit 0 General & Administrative 54,443 ------------ Income(Loss) from Operations (54,443) Interest Expense 0 ------------ Income(Loss) before Taxes (54,443) Income Taxes 0 ------------ Net Income(Loss) ($54,443) ============ Net Income(Loss) Per Share-Basic and Diluted ($0.003) Weighted Average Basic Shares Outstanding 16,119,411 See Accompanying Notes 4 Terra Block International, Inc. Consolidated Statement of Stockholders' Equity For The Six Months Ended June 30, 2003 Common Stock Additional Accumulated Shares Amount PIC Deficit Total ----------- --------- -------- --------- --------- Balance at December 31, 2002 10,638,803 10,000 737,296 (838,731) ($91,435) Purchase of L.L. Brown 10,961,215 11,600 (50,000) (38,400) and Stock Issue Net Income(Loss) (54,443) ($54,443) ------------------------------------------------------ Balance at June 30, 2003 21,600,018 21,600 687,296 (893,174) (184,278) ====================================================== See Accompanying Notes 5 Terra Block International, Inc. Consolidated Statement of Cash Flows For The Six Months Ended June 30, 2003 Cash flows from operating activities Net income(loss) ($54,443) ---------- Adjustments to reconcile net loss used in operating activities Depreciation/Amortization 3,341 Changes in assets and liabilities Accounts payable 25,021 ---------- Total adjustments 28,362 ---------- Net cash provided(used)in operating activities (26,081) ---------- Cash flows from financing activities Net borrowings(payments) on notes payable 55,000 Principal payments on long-term debt Net advances to stockholders ---------- Net cash provided(used) by financing activities 55,000 ---------- Cash flows from investing activities Dispositions of property & equipment Purchases of property & equipment Purchase of L.L. Brown (50,000) Stock Issue 11,600 ---------- Net cash provided(used) by investing activities (38,400) ---------- Net increase(decrease) in cash (9,481) Cash at beginning of period 9,593 ---------- Cash at June 30 $ 112 ========== Supplemental disclosures of cash flow information Cash paid during the period for interest $ 0 ========== See Accompanying Notes 6 Terra Block International, Inc. Notes to Consolidated Financial Statements June 30, 2003 NOTE 1 - ORGANIZATION Terra Block International, Inc. ("The Company") is a Nevada Corporation that conducts business from its headquarters in Cincinnati, Ohio. The Company was incorporated in February 1997 and in February 2003 acquired Terra Block Consolidated, Inc., a Nevada Corporation. The Company has an Exclusive Licensing Agreement and Purchase Option with Terra Block, Inc., a Florida corporation, to make, have made, use and sell its Licensed Products under its License Patent Rights, Trade Secret Materials and all its existing license rights anywhere in the world. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The Consolidated financial statements include the accounts of Terra Block Consolidated, Inc., its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated. FEDERAL INCOME TAX The provisions for income taxes is recorded in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". Under the liability method of SFAS 109, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and have been measured using the enacted marginal tax rates and laws that are currently in effect. The types of significant temporary differences include depreciation. MANAGEMENT'S ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3 - NOTES PAYABLE Promissory Notes dated October 2002 to March 2003. Due various dates before December 2003. 7 Terra Block International, Inc. Notes to Consolidated Financial Statements June 30, 2003 NOTE 4 - FEDERAL INCOME TAXES At June 30, 2003 the Company had net operating loss carry forwards of approximately $839,000, expiring in year 2014. The amount of deferred tax assets as of June 30, 2003 were approximately $280,000, which represents the amount of tax benefits arising from the loss of carry forwards. Due to the uncertainty regarding the Company's ability to generate taxable income in the future to realize the benefit from its deferred tax assets, the Company has established a valuation allowance of $280,000 against this deferred tax asset. NOTE 5 - RELATED PARTY TRANSACTIONS The Company has several promissory notes with officers(see note 3). NOTE 6 - GOING CONCERN As shown in the accompanying financial statements, the Company has a significant accumulated deficit. The ability of the Company to continue as a going concern is dependent upon increasing sales and on obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 7 - START UP COST Start up cost consist of all cost necessary to get the Company to an operational position, including bank charges, consulting fees, office supplies, postage, legal fees, rent, telephone and travel. Start up cost are amortized over five(5) years using the straight line method. The start up period ended December 31, 2002. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION The following discussion should be read in conjunction with our unaudited interim financial statements and related notes thereto included in this quarterly report and in our audited financial statements and Management's Discussion and Analysis of Financial Condition or Plan of Operation ("MD&A") contained in our Form 10-KSB for the year ended December 31, 2002. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. GENERAL Terra Block International, Inc., a Nevada Corporation, (the "Company" or "Terra Block") was formerly L.L. Brown International, Inc. ("L.L. Brown"). L.L. Brown was originally incorporated as Smart Industries, Inc. on February 19, 1997. On February 14, 2003, L.L. Brown entered into a Share Exchange Agreement with Terra Block Consolidated, Inc. ("Consolidated"). The Agreement provides for 100% of the shares of Consolidated to be acquired by L.L. Brown in exchange for shares of common stock of L.L. Brown; for the establishment of a new Board of Directors consisting of Consolidated directors; and a change of the name of the company to Terra Block International, Inc., with total issued and outstanding shares of the Company immediately after the closing of 10,000,000. The Company's former subsidiary, LLBA has been spun off, leaving Terra Block Consolidated, Inc. as the sole operating subsidiary of the Company after effecting the Agreement. The Company currently trades on the OTC Bulletin Board under the symbol TBLK. Terra Block engages in the manufacture, distribution and application of technologically advanced building products through an exclusive licensing agreement with Terra Block, Inc. ("TBI"). TBCI has the exclusive right to make, have made, use and sell TBI products anywhere in the world. The license agreement provides the Company the rights to all patented technologies, trade secret materials, copyrights, trademarks and all intellectual property. This technology and expertise is referred to as the "Terra Block System" and has been used worldwide for 23 years. Terra Block International is comprised of 3 divisions in order to fully capitalize on the opportunities represented by its proprietary knowledge and expertise in manufacturing and construction using the unique Terra Block System. 1. HOUSING: Construction of affordable, efficient housing both domestically and internationally. This is an enormous market, which, the Terra Block System addresses effectively and profitably. 2. TERRA BLOCK ENCAPSULATED CELL STORAGE: ("TECSTOR(TM)"): Terra Block's patented EPA approved above ground hazardous waste storage facility. The unique properties of construction with the Terra Block System provide an exceptional, cost effective facility for the storage and maintenance of low and mid-level hazardous waste, the storage of which is an enormous problem worldwide. 3. MACHINES: Manufacture and sales of the block-making machine worldwide. TBI has sold machines worldwide for 23 years. The Terra Block System features a line of machines developed, perfected and patented by TBI, that manufacture Compressed Earth Blocks ("CEB's") using common soil as the only raw material. This is accomplished by compacting the soil at up to 460,000 lbs. of hydraulic pressure to form a rock hard construction block. The hydraulic pressure causes the particles to bond together just like natural materials formed under great pressure such as sandstone, limestone and diamonds. The blocks are quick and easy to manufacture, durable and have no maintenance requirements. Each block is rock solid and will not crumble or disintegrate under normal wear. In addition, the blocks require no additives, are incredibly energy efficient and are inexpensive to produce (average cost is $0.12/each). Walls and structures built with Terra Blocks do not require mortar. They are dry-stacked and extraordinarily strong. The final result is a facility that is weather resistant and structurally sound, all at a much lower cost than traditional methods of construction. The Company's goals are to utilize the unique properties and cost effectiveness of Compressed Earth Block ("CEB") construction to profitably become: - The leading provider of high quality, structurally sound, low cost, environmental friendly and durable, residential and commercial buildings in the world. - The leading international purveyor of CEB construction equipment - A provider of a revolutionary, cost effective solution to the ever-growing problem of the storage of hazardous waste worldwide. RESULTS OF OPERATIONS The Company has developed plans and commenced some work in each of its three divisions: - HOUSING DEVELOPMENT AND CONSTRUCTION: The Company is working toward developments both domestically and abroad to capitalize on its unique construction and building system. - MANUFACTURING AND SALES: The Company is working to develop markets worldwide for its line of products. - TECSTOR: The Company is working to finalize a beta site for its patented above ground hazardous waste storage facility. HOUSING DEVELOPMENT AND CONSTRUCTION The Company has completed a prototype in Guatemala for a "World House" and received a letter of intent for a second housing project from Guatemalan housing developer, TERRAZE. The "World House" is an ultra low-cost housing solution for crisis situations such as the replacement refugee camps or shantytowns where pricing and speed are the utmost concerns. It is a small, approximately 200 square foot, shelter that, as a part of a cooperative housing development, provides a clean, dry, safe place to live for a large number of displaced families and/or individuals. Each house can be completed in approximately 2 days and costs approximately $2,500, which includes all building costs including the basic electricity. Additionally, the Company has executed a Letter of Intent with Guatemalan housing developer TERRAZE to build 4,100+ houses for its development in the Frajaines area of Guatemala, C.A. The housing developer, TERRAZE is responsible for urbanization of the property, including electricity, water, sewer, gas and roads, while Terra Block will build the two-story homes using the Terra Block System. The next phase in this division is to begin a World House development over the next nine months, to continue on the TERRAZE project and to continue expansion in additional markets. MANUFACTURING AND SALES In the third quarter of 2003, the Company started generating revenue with the sale of an exclusive right to negotiate for a license to use and sell the Terra Block System in the Territory of Guam. The revenue will be reflected on the third quarter financial statements. The Company plans to continue negotiations for licenses and/or joint ventures in other markets. TECSTOR TECSTOR provides for the long-term containment and storage of hazardous waste. TECSTOR is a patented EPA approved design for above ground hazardous waste Storage The next phase in this division is to begin construction of up to five TECSTOR facilities in Guatemala and to expand to additional markets. LIQUIDITY AND CAPITAL RESOURCES In Note #6 to our financial statements, our independent auditors have indicated that certain factors raise substantial doubt about our ability to continue as a going concern. Since the Company was acquired by L.L. Brown International, Inc. in February of 2003, the Company has not derived any revenue and has suffered a loss from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. During the three months ended June 30, 2003, the Company reported a net loss of $54,443. The Company's long-term viability as a going concern is dependent on certain key factors, as follows: - The Company's ability to continue to successfully obtain adequate sources of outside financing to support near term operations and to allow the Company to continue forward with current strategic plans. - The Company's ability to generate revenue from housing projects, TECSTOR and licensing agreements. - The Company's ability to increase profitability and sustain a cash flow level that will ensure support for continuing operations. 2003 OUTLOOK The Company anticipates continuing development of the projects currently underway in Guatemala and plans to expand into additional geographical markets. The Company is currently planing to begin a World House development over the next nine months, and to begin construction on the TERRAZE project for up to 4,100 homes in Guatemala. In addition, the Company has plans to build up to five TECSTOR facilities in Guatemala. The Company also plans on continuing to sell licenses and the machinery to different geographic areas. The origination of these projects is contingent upon securing financing. Our plan of operation calls for additional capital to facilitate growth and support long-term development and marketing programs. It is likely that we will seek additional financing through subsequent future public or private sales of our securities, including equity securities, borrowing, or other sources of third party financing. Further, the sale of equity securities would substantially dilute our existing stockholders' interests, and borrowings from third parties could result in our assets being pledged as collateral. Loan terms, which would increase our debt service requirements, could restrict our operations. There is no assurance that we can obtain financing on favorable terms. Any such additional financing may result in significant dilution to existing stockholders. We may also seek funding for the development and marketing of our services through strategic partnerships and other arrangements with investment partners. There can be no assurance, however, that such collaborative arrangements or additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available, we may be required to curtail one or more of our future programs. FORWARD-LOOKING INFORMATION The statements contained herein and other information contained in this report may be based, in part, on management's estimates, projections, plans and judgments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Additionally, these statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, the Company's dependence on limited cash resources, its dependence on certain key personnel within the Company, and its ability to raise additional capital. The Company's ability to generate long-term value for the common stockholder is dependent upon the acquisition of profitable energy prospects. There are many companies participating in the oil and gas industry, many with resources greater than the Company. Greater competition for profitable operations can increase prices and make it more difficult to acquire assets at reasonable multiples of cash flow. The Company believes that it will be able to compete in this environment and will be able to find attractive investments; however, it is not possible to predict competition or the effect this will have on the Company's operations. The Company's operations are also significantly affected by factors, which are outside the control of the Company, including the prices of oil and natural gas, environmental and governmental regulations. Accordingly, actual results may differ, possibly materially, from the predictions contained herein. Gregory A. Pitner, President, has concluded that our disclosure controls and procedures are appropriate and effective. He has evaluated these controls and procedures as of a date within 90 days of the filing date of this report on Form 10-QSB. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. James E. Hines, Chief Financial Officer, has concluded that our disclosure controls and procedures are appropriate and effective. He has evaluated these controls and procedures as of a date within 90 days of the filing date of this report on Form 10-QSB. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, and 5 are omitted. ITEM 2. CHANGES IN SECURITIES None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on its behalf by the undersigned, there unto duly authorized, in the City of Cincinnati, Ohio, on August 14, 2003. TERRA BLOCK INTERNATIONAL, INC. BY: /S/ GREGORY A. PITNER ----------------------------- GREGORY A. PITNER, PRESIDENT, CEO AND CHAIRMAN CERTIFICATIONS I, Gregory A. Pitner, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Terra Block International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2003 /s/ Gregory A. Pitner - ---------------------- Gregory A. Pitner Chief Executive Officer of Terra Block International, Inc. I, James E. Hines, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Terra Block International, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2003 /s/ James E. Hines - ------------------ James E. Hines Chief Financial Officer Certification of Chief Executive Officer of Terra Block International, Inc. - -------------------------------------------------------------------------------- pursuant to Section 906 of the Sarbanes-Oxley Act of 1992 and Section 1350 of 18 - -------------------------------------------------------------------------------- U.S.C. 63. - ----------- I, Gregory A. Pitner, the Chief Executive Officer of Terra Block International, Inc. hereby certify that to my knowledge, Terra Block International, Inc. quarterly report on Form 10-QSB for the period ended June 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the periodic report on Form 10-QSB and the financial statements contained therein fairly presents, in all material respects, the financial condition and results of the operations of Terra Block International, Inc. Date: August 14, 2003 /s/ Gregory A. Pitner --------------------- Gregory A. Pitner Chief Executive Officer of Terra Block International, Inc. Certification of Chief Financial Officer of Terra Block International, Inc. - -------------------------------------------------------------------------------- pursuant to Section 906 of the Sarbanes-Oxley Act of 1992 and Section 1350 of 18 - -------------------------------------------------------------------------------- U.S.C. 63. - ----------- I, James E. Hines the Chief Financial Officer of Terra Block International, Inc. hereby certify that to my knowledge, Terra Block International, Inc. quarterly report on Form 10-QSB for the period ended June 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the annual report on Form 10-QSB and the financial statements contained therein fairly presents, in all material respects, the financial condition and results of the operations of Terra Block International, Inc. Date: August 14, 2003 /s/ James E. Hines --------------------- James E. Hines Chief Financial Officer of Terra Block International, Inc.