UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2003
(February 14, 2003)
Terra Block International, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-31935 65-0729440
- ---------------------------- ---------------- ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
2637 Erie Avenue, Suite 207
Cincinnati, OH 45208
- ---------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 533-1220
L.L. Brown International, Inc.
19435 68th Avenue South, Suite S-105
Kent, Washington 98032
(425) 251-8086
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(Former name or former address, if changes since last report)
Copy of Communications to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Phone: (561) 832-5696
Fax: (561) 659-5371
ITEM 1. CHANGE OF CONTROL OF REGISTRANT.
On February 14, 2003, L.L. Brown International, Inc. (the "Company"), a
Nevada corporation, Carolyn Scott Brown and Lester Brown (collectively "Brown"),
L.L. Brown & Associates, Inc., a Washington corporation ("LLBA"), Terra Block
Consolidated, Inc., a Nevada corporation ("TBCI") and the individual holders of
the outstanding capital stock of TBCI (the "Holders") consummated a reverse
acquisition (the "Reorganization") pursuant to a certain Share Exchange
Agreement ("Agreement") of such date. Pursuant to the Agreement, TBCI and the
Holders tendered to the Company all issued and outstanding shares of common
stock of TBCI in exchange for 8,386,197 shares of common stock of the Company.
In addition, TBCI and the Holders tendered $1,000 to Brown for 5,000,000 shares
of the common stock of the Company owned by Brown and $49,000 to LLBA for its
assumption of the contracts, debts, obligations and liabilities of the Company
(other than fees for legal services rendered) and the spinoff of LLBA. The
Reorganization is being accounted for as a reverse acquisition.
The Board of Directors of the Company (the "Board") appointed Gregory A.
Pitner, James E. Hines, Michael A. Gross and Craig Kaufman to serve as members
of the Board until the next meeting of the shareholders in which directors were
elected. Subsequently, Carolyn Scott Brown and Lester Brown tendered their
resignation in accordance with the terms of the Agreement and Gregory A. Pitner
was elected Chairman of the Board. Since that time, Craig Kaufman has resigned
from the Company's Board of Directors. Mr. Kaufman did not resign due to a
disagreement with the Company on any matter relating to the Company's
operations, policies or practices and did not furnish the Company with a letter
requesting that the matter be disclosed.
The Company also announced a reverse split of its common stock in connection
with the Agreement at a ratio of 1:2, effective March 3, 2003, or as soon
thereafter as approved by the National Association of Securities Dealers
("NASD"). The Company has also agreed not to conduct another reverse split of
its common stock for a period of at least one year from the date of the
Agreement.
The Company has spun-off LLBA, its wholly-owned subsidiary, to Brown in
exchange for an assumption by LLBA of all of the contracts, debts, obligations
and liabilities of the Company (except all outstanding indebtedness of the
Company to Mintmire & Associates, which LLBA did not assume) and a commitment to
pay for an audit of the Company's financial statements for the fiscal year ended
December 31, 2002.
The Company amended its Articles of Incorporation to change the name of the
Company from L.L. Brown International, Inc. to Terra Block International, Inc.
on February 19, 2003. Total issued and outstanding stock following the reverse
split and after effecting the Share Exchange Agreement is 10,000,000.
Copies of the Agreement are filed herewith as Exhibit 2.2, and are
incorporated herein by reference. The foregoing descriptions are qualified in
their entirety by reference to the full text of such agreements.
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ITEM 5. OTHER EVENTS
EXECUTIVE SUMMARY
The Company, a Nevada corporation through its subsidiary Terra Block
Consolidated, Inc., engages in the manufacture, distribution and application of
technologically advanced building products through a licensing agreement with
Terra Block, Inc. ("TBI"). TBCI has the exclusive right to make, have made, use
and sell TBI products worldwide. The Terra Block system has been used worldwide
for a period of 22 years.
The Executive Offices of the Company are as follows:
Terra Block International, Inc.
2637 Erie Avenue, Suite 207
Cincinnati, OH 45208
Phone: (513) 533-1220
Facsimile: (513) 533-1990
Shares Outstanding ...................................................10,000,000
New Company Name: Terra Block International, Inc.
Contact Person: Gregory A. Pitner, President, CEO and Chairman
DESCRIPTION OF BUSINESS
The Company is a Nevada corporation incorporated on February 19, 1997, and
is a reporting company with the Securities and Exchange Commission. It changed
its name from L.L. Brown International, Inc. to Terra Block International, Inc.
on February 19, 2003. It currently trades on the OTC Bulletin Board under the
trading symbol "LLBR". The Company has applied for a symbol change reflecting
its new name.
On February 14, 2003, the Company entered into a Share Exchange Agreement
with TBCI. The Agreement provides for 100% of the shares of TBCI to be acquired
by the Company in exchange for shares of common stock of the Company; for the
establishment of a new Board of Directors consisting of TBCI directors; and,
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 TBCI as the sole operating subsidiary of the Company after effecting the
Agreement.
Introduction
TBCI engages in the manufacture, distribution and application of
technologically advanced building products through a licensing agreement with
TBI. TBCI has the exclusive right to make, have made, use and sell TBI products
anywhere in the world. The license agreement provides TBCI 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 22 years.
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The Terra Block System features a machine developed, perfected and patented
by TBI that manufactures building blocks (12"x10"x3.5") using common soil as the
only raw material. This is accomplished by compacting the soil at 460,000 lbs.
of hydraulic pressure to form a rock hard 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 flat, parallel and perpendicular to within five thousandths
of an inch (.005"). Each block is rock solid and will not crumble or
disintegrate. Traditionally, earth blocks are formed using straw as glue and
then sun baking for 28 days; adobe technology. Using Terra Block technology cuts
the time to 15 seconds and no additives are necessary.
The blocks are quick to manufacture, durable, low maintenance, require no
additives, energy efficient and are inexpensive (average cost is $0.12/each).
They are mortar less and dry stacked without sacrificing structural integrity.
The final result is a facility that is weather resistant, has an impermeable
surface and is structurally sound.
The Terra Block System has been used all over the world (Russia, Africa,
Far East, Latin America, Saudi Arabia, South Africa, United States among other
locations) to construct houses, schools, churches and commercial facilities.
The Company's goals are to become the leading provider of structurally
sound, low cost, environmental friendly and durable, residential and commercial
buildings in the world. The Company's management team has considerable
international commerce experience and is able to utilize its cost advantage and
high quality construction to generate extremely high profit margins.
Terra Block Consolidated, Inc. was incorporated under the laws of the State
of Nevada on May 30, 2002 and maintains its principal office in Cincinnati,
Ohio.
In June 2002, TBCI entered into an exclusive licensing agreement with TBI .
As part of that agreement, TBCI was granted the exclusive right to make, have
made, use and sell the Terra Block Duplex and TECSTOR represented by patent
numbers 4,569,649 and 4,875,805 respectively and the Terra 250 - Compact earth
block machine, Sidewinder 500 - Mid-size earth block machine, TECSTOR (poured
concrete), Manufactured grooves in earth blocks, Soil Dryer (Dehydrator),
TECSTOR (Rammed earth walls), TECSTOR (Earth in filled concrete walls) and Soil
Mixer represented by invention disclosure numbers 454,813, 457,060, 456,531,
454,814, 456,529, 456,532, 454,812 and 456,530 respectively. The license is
valid until terminated by TBCI with 30 days advance written notice to TBI or by
TBI if TBCI materially breaches the licensing agreement. Under the agreement,
TBCI has the exclusive right to buy the licensed patent rights for $10,000,000.
Opportunity
Affordable housing is a huge problem worldwide including the United States
and the problem continues to grow. While no one company can solve the problem,
TBCI offers an efficient approach to the dilemma utilizing the Terra Block
System.
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While Terra Blocks have been used all over the world to construct
residential and commercial facilities, The Company has chosen Guatemala as the
first country to introduce its affordable house on a mass scale. Some key
reasons Guatemala was chosen are:
The Company has had a full time representative, a native Guatemalan,
working with real estate developers and both local and national government
officials for over two years.
Large market. According to a United Nations study completed in 1995,
Guatemala had a housing shortage of approximately 1.6 million homes. This
housing shortage increases by 43,000 units annually. The Guatemalan government
estimates the shortage approaching 3,000,000 units at the present time.
Close to the United States. Less than a three hour plane trip from Atlanta
to Guatemala City, the capital and the location where we will begin
construction.
The average selling price for a home in Guatemala is $16,000 US. The Terra
Block home has a selling price of $6,000 US. A gross margin of 30% is achieved
at that selling price.
TBCI, at the invitation of the government of Guatemala, will begin building two
demonstration houses during May 2003. These homes will be constructed on
concrete slabs. Model 1 will be approximately 450 sq. ft. and will include two
bedrooms, one bath, a kitchen and a living area. Model 2 will be approximately
540 sq. ft. and will include three bedrooms, one bath, a kitchen, living and
dining areas. Upon a satisfactory review, TBCI will begin development of a
14,100 home development and subsequently a 13,000 home development. TBCI will be
the exclusive builder at each of these developments. Both projects are within 20
kilometers of Guatemala City.
According to the Guatemalan government, there is a waiting list of over
300,000 qualified buyers for such housing. The government actually buys the lot
and grants it to the homebuyer and guarantees an eight-year mortgage to the
lending source.
The Terra Block System
The Terra Block System makes possible the large-scale construction of low
cost, affordable, energy-efficient homes. Terra Block, Inc. has perfected a
machine that converts our most abundant raw material (common soil) into one of
our most needed building components. These portable machines convert ordinary
earth on a building site, into rock-hard, durable blocks, used in construction.
The machine is towed to a site by a normal pick-up truck or SUV. It takes the
soil, which is already there in abundance (94% of the earth's soil can be used,
including sand) and converts it into strong, stable building blocks. There is no
material cost and no freight expense. The blocks are dry stackable and do not
require skilled labor. The resulting home or commercial structure is stronger
than traditional structures and up to 25 times more energy efficient because of
the massive 12" earthen walls.
The Terra Block compressed earth block machine produces 250 blocks per
hour. These blocks have the following characteristics:
o Size - 12"x10"x3.5" or 30x25x10 cm.
o Highly energy efficient - R-value exceeding 25 as produced.
o The raw material - dirt - is readily available at the job site. No material
cost or freight.
o No expensive additives required.
o Dry stackable-Skilled labor not required for construction. Blocks are
simply plumbed and stacked.
o Composed of dirt under intense pressure to create dense and incredibly hard
blocks.
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o Acts as heat bank, balancing out temperature fluctuations.
o Low maintenance.
o Long lasting and durable.
o Inexpensive - Historical average cost is $ .12/each.
o Bullet and fire proof.
o Exceed a 210 mph wind load as independently tested.
o A comparison of Terra Blocks to other common bricks/blocks is as follows:
Main Forms of Brick/Block Construction
Brick Type Cost Mortar Transport Total
- ----------------- ------- ------ --------- ------
Terra Block $ .12 .00 .00 $ .12
Fired Brick $ .20 .03 .02 $ .25
Concrete Block $ .60 .10 .02 $ .72
Directors, Executive Officers, Promoters and Control Persons
(a) Set forth below are the names, ages, positions, with the Company and
business experiences of the executive officers and directors of the Company.
Name Age Position(s) with Company
- --------------------- ---- ----------------------------------
Gregory A. Pitner 38 Chairman, President and CEO
James E. Hines 46 CFO, Vice-President and Director
Michael A. Gross 45 COO and Director
All directors hold office until the next annual meeting of the Company's
shareholders and until their successors have been elected and qualify. Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary to perform their responsibilities as executive officers and/or
directors of the Company.
Family Relationships
There are no family relationships between or among the executive officers
and directors of the Company.
Business Experience
Gregory A. Pitner, President, Chief Executive Officer and Chairman
Before accepting his position with TBCI, Mr. Pitner was formerly
President/CEO of Vector Capital Group, Inc. a Cincinnati, OH based investment
banking and consulting firm. Vector Capital Group, Inc. has experience and
expertise in a broad spectrum of investment banking and consulting services,
including: corporate finance, start-up consulting, executive management, capital
structure, mergers and acquisitions, bankruptcy and workout management, cash
flow management and turn-around investing.
Mr. Pitner oversaw all aspects of Vector, and had direct responsibility
for, and utilized his background and expertise in, coordinating the acquisition
and management of turn-around opportunities. From 1995 to 1999 as COO of Navicap
Corporation, a Cincinnati, OH based merchant banking firm, Mr.Pitner
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successfully provided financing for a number of firms both private and publicly
held. His responsibilities included deal structure, acquisition negotiation,
dealer and market maker networking, financing, management control, as well as
due-diligence. Clients ranged from basic industry rollups to technology
companies.
Mr. Pitner has enjoyed success acting in the capacity as senior management
for client firms as well as direct investments. He has occupied a seat on
several boards and has also acted as interim manager for companies of various
sizes. Currently he sits on the advisory board for Doculabs Corporation, a
high-tech research firm based in Chicago, Illinois, partially owned by Forrester
Research of Boston, Massachusetts.
In the past Mr. Pitner has demonstrated expertise in structuring venture
level investments, as well as providing management consulting and guidance to
early stage companies. Also, he has enjoyed success working with technology
related firms, such as Internet start-ups, IT consulting companies, as well as
data collection and management companies ranging in size from start-ups to over
$600 million in revenues both domestically as well as internationally. He
spearheaded the acquisition of a gold mining facility in Zaire, now known as The
Democratic Republic of Congo and has significant international experience.
Mr. Pitner graduated from DePauw University Greencastle, Indiana with a
Bachelor of Science Degree majoring in Economics as a Rector Scholar.
James E. Hines, Vice-President, Chief Financial Officer and Director
Before accepting his position with the Company, Mr. Hines was formerly CFO
and co-founder of Vector Capital Group, Inc., a boutique investment bank that
originated during 1999 and specializes in turnaround, debt and equity capital
advisory services. A finance and strategic planning specialist he also has
extensive experience in bankruptcy proceedings and asset liquidations.
Mr. Hines has extensive knowledge in general and financial management,
particularly in business and strategic planning, mergers and acquisitions, as
well as cash flow management. He has developed short and intermediate term
revitalization strategies specializing in crisis management, general bankruptcy
and pre-bankruptcy consulting for clients in the real estate, retail,
manufacturing, entertainment and restaurant industries. To assist in these
crisis management and bankruptcy engagements, he created a number of analytical
tools including cash flow projection models, short and long term strategic
plans, and detailed tactics used for the revitalization of troubled companies.
Mr. Hines was formerly Vice President for Navicap Corporation, a
Cincinnati, Ohio based merchant bank from 1998-1999 where he was responsible for
developing a secured lending group. This group secured capital for client
companies exceeding $20 million. Mr. Hines was a major participant in overseeing
the successful disposition of assets to Navicap shareholders.
Mr. Hines was from 1992-1998 a principal in Spectrum Capital, a consulting
company that specialized in debt and equity capital placements up to $23 million
for corporate clients. Spectrum also successfully completed several corporate
restructurings of leveraged buyout transactions.
Mr. Hines was from 1990-1992 President for Tius Elcon, Ltd. a startup
Israeli medical device manufacturer where he was primarily responsible for
raising approximately $11 million in venture capital and for sales increasing to
$2.5 million within six months of inception. He successfully negotiated for the
products to be manufactured in Hong Kong to be shipped and sold in the United
States. Tius Elcon was profitable and cash flow positive every month during his
tenure. Tius Elcon was subsequently sold to an Israeli conglomerate.
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Mr. Hines was from 1981-1990 a Vice President for Citicorp Leveraged
Capital Group where he originated financing for a wide variety of leveraged
buyouts. These buyouts ranged in size from $5 million to $2.5 billion. Companies
included food processing, basic manufacturing, consumer products, retail and
energy related concerns. Mr. Hines has vast experience acting as the lead bank
agent coordinating up to 90 separate lenders in a single transaction along with
leading several of these buyout companies back to becoming publicly traded.
Mr. Hines received a Bachelor of Science Degree, specializing in Finance
from Huntington College, Huntington, Indiana.
Michael A. Gross, Chief Operations Officer and Director
Michael Gross has spent the last 20 years assisting in the development and
sales of the Terra Block System. He has worked extensively throughout the world,
negotiating numerous large purchases of Terra Block products. He has supervised
projects in the Congo, Africa, Nigeria, Holland, Germany, France, England, Saudi
Arabia, Canada, and South America, as well as many parts of the United States,
building with, or surveying proposed Terra Block projects. He is intimately
aware of the technological aspects of earth construction and housing
construction in general. He is highly experienced in the management of the
current operations and is responsible for all field operation activities.
Mr. Gross is a creative inventor in his own right. He has many inventions
to his credit, which have produced several million dollars in revenue. He has
brought his innovative and dynamic thinking to bear on the challenges and
hurdles that have faced Terra Block, Inc. over the past decade. He studied
Chemistry at Snead College in Alabama. He is a veteran of the U.S. Armed forces,
having served in the Navy. Mr. Gross is 45 years old.
Facilities
The Company maintains its executive offices at 2637 Erie Avenue, Suite 207,
Cincinnati, Ohio 45208. Approximately, 850 square feet of space is devoted
entirely to TBCI as office space. This space is leased by Vector Capital Group,
Inc. ("Vector") owned equally by Gregory A. Pitner, the Company's President,
Chief Executive Officer and Chairman and by James E. Hines, the Company's
current Chief Financial Officer and Director. The Company is under no lease
obligation to Vector. Its telephone number is (513) 533-1220 and its facsimile
number is (513) 533-1990.
Financial Plan
Highlights regarding the financial plan are as follows:
Selling price of house - $ 6,000. Typical Guatemalan house sells for $
16,000.
Cost of house - $ 4,200 Three days to complete a house,
start-to-finish.
Each house is comprised of 3,000 blocks.
Assume home closing occurs four weeks after completion.
Breakeven cash flow occurs with 59 home closing per month. This is
achieved during 7/03.
Use of Funds
Terra Block International, Inc. is seeking equity financing up to $1
million to be used as follows:
Capital Expenditures
Purchase of Machinery and Equipment $ 100,000
Working Capital
Field Worker Hiring & Training 50,000
Construction Expense before Closings 250,000
Professional Fees (Legal & Accounting) 75,000
SG&A 200,000
Marketing 225,000
Financing Placement Fees 100,000
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Total $ 1,000,000
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Conclusion
Terra Block Consolidated, Inc. is not just introducing a better product but
is offering a better solution to the huge issue of affordable housing. This is
accomplished using the Terra Block System. This system utilizes a patented
machine that works with 94% of the earth's soil and has manufactured millions of
building blocks all over the world, which have been used to construct numerous
residential and commercial structures. The Terra Block System is our competitive
advantage along with the relationships forged over the last two years with the
various Guatemalan government bodies. Break-even cash flow is realized by
closing on 59 homes per month and is achieved during the seventh month of
operation. A key reason for this accomplishment is our gross margin is 30%.
Executive Compensation
Annual Annual Annual LT Comp LT All
Comp Comp Comp Rest Comp LTIP Other
Name and Post Year Salary (1) Bonus ($) Other Stock Options Payouts (1)
- ----------------------- ---- ---------- --------- ------ ------- ------- ------- ------
Gregory A.Pitner, 2001 $0
Chairman, 2002 $0
President and CEO 2003 $0
- -----------------------
James E. Hines 2001 $0
Vice-President, 2002 $0
CFO and Director 2003 $0
- -----------------------
Michael A. Gross, 2001 $0
COO and Director 2002 $0
2003 $0
- -----------------------
(1) All other compensation includes certain health and life insurance benefits
paid by the Company on behalf of its employees.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of March 3, 2003 (post-split),
regarding the ownership of the Company's Common Stock by each shareholder known
by the Company to be the beneficial owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group. Except as otherwise indicated, each of the shareholders
has sole voting and investment power with respect to the share of Common Stock
beneficially owned.
Name and Address Title Amount and Nature Percent
of of of of
Beneficial Owner Class Beneficial Owner Class
- ---------------------------- --------- ------------------- -------
Gregory A. Pitner Common 955,702 9.6%
James E. Hines Common 955,702 9.6%
Michael A. Gross Common 2,229,972 22.3%
All Executive Officers and
Directors as a Group
(Three (3) persons) Common 4,141,376 41.4%
- ---------
Craig Kaufman Common 2,229,972 22.3%
Carolyn Scott Brown Common 487,500 4.9%
Lester L. Brown Common 487,500 4.9%
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(1) The address for each of the above is c/o Terra Block International, Inc.
2637 Erie Avenue, Suite 207 Cincinnati, OH 45208.
(2) Carolyn Scott Brown and Lester L. Brown are husband and wife and reside in
the same household. They have options outstanding on 925,000 of their
shares.
(3) Michael A. Gross is sole officer and director and a principal shareholder
of Terra Block, Inc. which owns 2,229,972 shares of the Company's common
stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
(1) Financial statements of Terra Block Consolidated, Inc., a Nevada
corporation, will be filed by amendment to this Form 8-K not later than sixty
(60) days from the day this report is due.
(b) Pro forma financial information.
(1) Pro forma financial information regarding the Reorganization will be
filed by amendment to this Form 8-K not later than sixty (60) days from the day
this report is due.
(c) Exhibits
Exhibit No. Description
- ------------ ----------------------------------------------------------
2.1 [1] Share Exchange Agreement between L.L. Brown International, Inc. and LL Brown
& Associates, Inc. dated March 14, 1998.
2.2 * Share Exchange Agreement between L.L. Brown International, Inc. and Terra Block
Consolidated, Inc. dated February 14, 2003.
3.(i).1 [1] Articles of Incorporation of Smart Industries, Inc. filed February 19, 1997.
3.(i).2 [1] Certificate of Amendment of Articles of Incorporation changing name to L.L. Brown
International, Inc. filed March 24, 1998.
3.(i).3 * Certificate of Amendment of Articles of Incorporation changing name to Terra
Block International, Inc. filed February 19, 2003.
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3.(ii).1 [1] Bylaws of Smart Industries, Inc.
4.1 [1] Form of Private Placement Offering of 1,600,000 common shares at $0.01 per share
dated February 1997.
4.2 [1] Form of Private Placement Offering of 500,000 common shares at $1.00 per share
dated April 1998.
4.3 [1] Renumbered as Exhibit 10.12.
5.1 [6] Opinion of Mintmire & Associates.
10.1 [1] Consulting Agreement between Neil Rand of Corporate Imaging and L.L. Brown
dated March 2, 1998.
10.2 [1] Renumbered as Exhibit 2.1.
10.3 [1] Agreement between Steven Mundahl and Lester L. Brown to assist in writing
auto-biography, dated September 1998.
10.4 [1] Production Agreement between KBDI and Lester Brown dated September 1998.
10.5 [1] Standard Industrial Lease between L.L. Brown and Cook Inlet Region, Inc. dated
January 1999.
10.6 [1] Service Contract between L.L. Brown and the County of Washtenaw, dated
January 2000.
10.7 [1] Agreement between L.L. Brown and Kern County for an Independent Thinking
Skills Training for CalWorks Participants, dated May 2000.
10.8 [1] Client Service Contract between L.L. Brown and the State of Washington
Department of Social and Health Services, dated June 2000.
10.9 [1] Non-Circumvention/Finder's Fee Agreement between L.L. Brown and David
Penney & Associates, dated September 2000.
10.10 [2] Service Agreement between the Company and CWA District 7 dated December 5,
2000.
10.11 [2] Service Agreement between the Company and Arizona, AFLCIO dated January 29,
2001.
10.12 [1] Promissory Note between L.L. Brown and KeyBank National Association in the
amount of $126,104.00 dated October 1998.
10.13 [6] L.L. Brown International, Inc. Year 2002 Employee/Consultant Stock Compensation
Plan
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10.14 [7] Agreement between the Company and the Seminole Tribe of Florida dated August 30,
2001.
10.15 [7] Agreement between the Company and Capital Research Group, Inc., dated January
17, 2002.
10.16 * Exclusive License Agreement between Terra Block, Inc., a Florida corporation and
Terra Block Consolidated, Inc., a Nevada corporation dated June 1, 2002.
11.1 [3] Statement re: computation of per share earnings.
16.1 [4] Letter on change of certifying accountant pursuant to Regulation SK Section
304(a)(3).
16.2 [5] Letter on change of certifying accountant pursuant to Regulation SK Section 304(a)(3).
23.1 [6] Consent of George Stewart, CPA
23.2 [6] Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.1 hereof).
- --------------------------------------
[1] Previously filed as an exhibit to the Company's Registration Statement on
Form 10SB on November 13, 2000.
[2] Previously filed as an exhibit to the Company's Annual Report on Form 10KSB
n March 21, 2001.
[3] Previously filed as an exhibit to the Company's First Amended Registration
Statement on Form 10SB on April 5, 2001.
[4] Previously filed as an exhibit to the Company's Current Report on Form 8K
on August 17, 2001.
[5] Previously filed as an exhibit to the Company's amended Current Report on
Form 8K on August 27, 2001.
[6] Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 on January 25, 2002.
[7] Previously filed as an exhibit to the Company's Annual Report on Form 10KSB
on March 29, 2002.
* Filed Herewith.
(d) A report on Form 8-K was filed on August 17, 2001 to disclose a change in
the Registrant's Certifying Accountant. On August 27, 2001, the Registrant filed
an amended Current Report on Form 8-K to disclose additional information
regarding the change of accountants at the request of the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Terra Block International, Inc.
(Registrant)
Date: March 3, 2003
By: /s/ Gregory A. Pitner
----------------------------------------------
Gregory A. Pitner, President, CEO and Chairman
By: /s/ James E. Hines
----------------------------------------------
James E. Hines, Vice-President, CFO and Director
By: /s/ Michael A. Gross
----------------------------------------------
Michael A. Gross, COO and Director
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