SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTARLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDING AUGUST 31, 2001
INTEGRATED ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware #0-13895 IRS#34-1444240
--------- ------------ ---------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
114 Barrington Towne Square/Suite 159
Aurora, OH 44202
(Address of Registrant's principal executive offices)
(330) 995-0051
(Registrant's telephone number, including area code)
(330) 562-1669
(Registrant's facsimile number, including area code)
Accelerated Learning Languages, Inc.
3900 Paradise Road/Suite 227
Las Vegas, NV 89109
(Former name or former address, if changed since last report)
Title of each class Name of each exchange on which registered
Not Applicable Not Applicable
Securities registered under Section 12(b) of the Exchange Act:
Common Stock $.0001 Par Value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
On August 28, 2001, the issuer had a total of 1,644,447 shares of
common stock issued and outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements have been prepared by the Company and reviewed by
the Company's Auditor pursuant to the rules and regulations of the Securities
and Exchange Commission.
INTEGRATED ENTERPRISES, INC.
(a dormant state Company)
Balance Sheet
For the quarter ended August 31, 2001
August 31 2001 May 31 2001
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ASSETS
Cash and cash equivalents $5 $5
Total Assets $5 $5
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $0 $0
Total Liabilities 0 0
Stockholders' Equity
Serial Preferred Stock, convertible $.0001 par value; 100,000 shares
authorized, 0 outstanding at May 31, 2001 and 2000
respectively 0 0
Common Stock, $.0001 par value; 50,000,000 shares authorized;
2,844,447 and 1,644,447 shares issued and outstanding at May 31,
2001 and May 31, 2000 respectively 284 164
Additional Paid-in-Capital 17,064,938 17,065,058
Retained Earnings (Deficit) (17,065,217) (17,065,217)
Total Stockholders' Equity 5 5
Total Liabilities and Stockholders' Equity $5 $5
INTEGRATED ENTERPRISES, INC.
Statement of Operations and Retained Earnings (Deficit)
For the quarter ended August 31, 2001
August 31 2001 May 31 2001
-------------- ------------
Income
Gross sales $0 $0
Total Income 0 0
Expenses
General and administrative 0 0
Total Expenses 0 0
Net Income 0 0
Beginning Retained Earnings (Deficit) (17,065,217) (17,063,687)
Transfer of retained earnings to increase Common
Stock for Preferred Stock converted. 0 1,530
Ending Retained Earnings (Deficit) ($17,065,217) ($17,065,217)
Weighted Average shares outstanding
during the period 1,131,929 1,131,929
INTEGRATED ENTERPRISES, INC.
Statement in Changes in Stockholders' Equity
For the quarter ended August 31, 2001
Retained
Preferred Stock Common Stock Additional Earnings Total
Shares Amount Shares Amount Paid-in-Capital (Deficit) Equity
------ ------ ------ ------ --------------- --------- ------
June 30, 1999 100,000 $10 103,895 $10 $17,063,672 ($17,063,687) $5
Preferred
shares
converted (100,000) -10 1,540,552 154 1,386 (1,530) 0
Net Income
for year 0 0
May 31 ,2000 0 0 1,644,447 164 17,065,058 (17,065,217) 5
Stock for
services 0 1,200,000 120 (120) 0 0
Net Income
for year 0 0
May 31, 2001 0 $0 2,866,447 $284 $17,064,938 $17,065,217 $5
INTEGRATED ENTERPRISES, INC.
Statement of Cash Flows
For the quarter ended August 31, 2001
August 31 2001 May 31 2001
-------------- -----------
Cash Flows From Operating Activities
Net Income $0 $0
Preferred Stock issued for legal services 0 0
Total adjustments to Net Income 0 0
Net Cash Provided by Operating Activities 0 0
Cash Flows From Investing Activities
Net Cash Provided by Investing Activities 0 0
Cash Flows From Financing Activities
Proceeds from exercise of stock purchase warrants 0 5
Net Cash Provided by Financing Activities 0 5
Net Increase in Cash 0 5
Cash, Beginning of Period 5 0
Cash, End of Period $5 $5
Item 2. Management Discussion
Fraser Realty Group, Inc. ("FRG"), a Delaware corporation, was
the successor to Fraser Mortgage Investments (the "Trust"), an unincorporated
association in the form of a business trust organized in Ohio under a
Declaration of Trust dated May 7, 1969. At a special meeting of the shareholders
of the Trust held on August 28, 1984, the shareholders approved a plan of
reorganization pursuant to which (1) all of the assets of the Trust were sold to
FRG, a corporation newly formed for the purpose of effecting the reorganization;
(2) FRG assumed all of the Trust's liabilities and obligations; (3) each issued
and outstanding share of the Trust was converted into one share of FRG common
stock; and (4) the Trust was terminated. The purpose of the proposed
reorganization was to convert the Trust to a business organization taxable as an
ordinary corporation, instead of a real estate investment trust, under the
Federal income tax laws. Unless the context otherwise requires, the term FRG
includes its predecessor, the Trust.
FRG invested in real estate and mortgage loans. FRG was organized as a
real estate investment trust, primarily for the purpose of making passive
investments in real estate and passing through the income realized from such
investments to its shareholders. From its inception, FRG financed its real
estate investment operations principally through the sale of common stock, and
short-term debt financing, including both bank borrowings and the issuance of
commercial paper. FRG saw its real estate investments evolve from principally
short-term construction loans to a mix of variable and fixed-rate mortgage loans
of which a significant portion consisted of mortgage positions on improved and
unimproved land held by investors for development purposes. Accordingly, FRG's
investments in mortgage loans represented long-term assets with realization
dates dependent upon the equity holders' ability to complete development
projects or obtain refinancing from other sources. At the same time, bank notes
payable and commercial paper outstanding were all short-term borrowings
renewable at the option of the noteholders. FRG relied on these short-term
borrowings, the intermittent repayment of loans and the refinancing or sale of
portfolio investments in order to meet its then current obligations. During
fiscal 1989, cash provided from these sources was wholly inadequate to provide
working capital to fund operations.
Management was unable to secure additional financing or find other
means of obtaining needed cash in fiscal 1990 to permit FRG to meet past and
then current obligations. Accordingly, management determined that there was no
reason to continue operating and, thus, incurring further losses. FRG has been
inactive since 1990 and has not conducted any business since that time.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
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 Registrant has duly caused this Annual Report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.
October 9, 2001
Integrated Enterprises, Inc.
By: /s/ Roger A. Kimmel, Jr.
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Roger A. Kimmel, Jr., Director and
Chief Executive Officer