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, 2001
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from ___________ to ____________
Commission file number 93-67656-S
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LEADING-EDGE EARTH PRODUCTS, INC.
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(Name of small business issuer as specified in its charter)
Oregon 93-1002429
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(State of incorporation or organization) (I.R.S. Employer ID No.)
200 South Wacker Drive, Suite 4000, Chicago, Illinois, 60606
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(Address of principal executive offices) (Zip Code)
800-788-3599
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Issuer's telephone number
319 Nickerson St. #186, Seattle, WA 98109
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(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 9d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12,13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by 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: 41,708,614 shares as of
December 15, 2000.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
1
PART I
ITEM 1. FINANCIAL STATEMENTS
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LEADING-EDGE EARTH PRODUCTS, INC.
BALANCE SHEET
"UNAUDITED" January 31,2001
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ASSETS
Current assets:
Cash $ 139,185
Receivables, net of reserve 0
Inventories 401,169
Prepaid expenses and deposits 10,632
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Total current assets 550,986
Long-lived Assets
Property, plant and equipment 1,269,271
Accumulated depreciation (141,235)
Intangible assets 198,000
Accumulated amortization (16,500)
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Total long-lived assets 1,309,536
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Land and equipment held for sale 134,108
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Total assets $ 1,994,630
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LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Credit line $ 47,726
Accounts payable 278,531
Accrued contract salary payable 197,915
Accrued royalties and interest payable 152,939
Loans from shareholder 442,987
Notes payable 101,703
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Total current liabilities 1,221,802
Long Term Liabilities:
Leases payable 933,149
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Total liabilities 2,154,951
Shareholders' equity (deficit):
Common stock, no par value
100 million shares authorized, 43,359,476 issued 8,072,083
Note receivable from shareholders (80,000)
Accumulated deficit (8,152,404)
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Total shareholders' equity (160,321)
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Total liabilities and shareholders' equity $ 1,994,630
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The accompanying notes are an integral part of these financial statements
2
Leading Edge Earth Products Inc
Statements of Operations
"Unaudited"
3 Months ended January 31, 3 Months ended January 31,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Income
Sales $ - $ - $ - $ -
License and Consulting Revenues - -
Interest - 15,712 3 61,176
Other - - 14 784
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Total Income - 15,712 17 61,960
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------------ ------------ ------------ ------------
Manufacturing Overhead 132,344 - 352,752 -
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Research and Development Expenses 541 23,083 42,885 43,209
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General & Administrative Expenses
Contract Salaries and Incentives 27,420 28,697 101,375 68,226
Travel and Entertainment 7,706 10,810 38,120 19,491
Legal and Professional 33,543 22,485 153,228 94,228
Promotion and Corporate Development 774 22,082 23,683 58,686
Other General & Administrative Expenses 26,396 9,925 210,299 26,159
Manufacturing Equipment Lease 122,872 23,356 158,078 35,798
------------ ------------ ------------ ------------
Total General & Administrative Expenses 218,710 117,355 684,782 302,588
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Interest Expense 45,980 6,918 134,714 26,031
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Adjustment for Unpaid Revenues from Affiliate - 22,767 51,407
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Total Expenses 397,576 170,123 1,215,134 423,235
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Net Loss $ (397,576) $ (154,411) ($ 1,215,117) $ (361,275)
============ ============ ============ ============
Net Loss per share $ 0.01 $ 0.00 $ 0.03 $ 0.01
============ ============ ============ ============
Weighted average shares outstanding 41,036,661 31,193,848 40,076,922 31,193,848
============ ============ ============ ============
The accompanying notes are an integrel part of these financial statements
3
Leading Edge EarthProducts Inc
Statements of Cash Flows
"Unaudited"
Nine Months ended January 31,
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,215,117) $ (361,275)
Adjustments to reconcile net loss to cash
flows used in operating activities:
Noncash compensation expenses related to
nonqualified stock options and grants 151,680
Depreciation and amortization 153,301
Changes in operating assets and liabilities:
Receivables 38,186 7,083
Inventory (283,618)
Prepaid expenses and deposits (5,236) 9,668
Accounts payable 153,001 (39,172)
Accrued salary obligations 47,000 21,000
Accrued interest payable 45,128 14,315
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Total adjustments to Operating Loss 147,763 164,574
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Cash used in operating activities (1,067,354) (196,701)
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INVESTING ACTIVITIES:
Investment in affiliate (384,542)
Equipment purchases, disposals (1,012,595) (63,556)
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Cash used by investing activities (1,012,595) (448,098)
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FINANCING ACTIVITIES:
Increase in line of credit 47,341 (23,923)
Sale of common stock 654,762 593,093
Exercise of stock options 75,000
Increase in leases payable 933,149 27,613
Proceeds from loans from stockholders 383,877 146,233
Payments on loans from stockholders (146,233)
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Cash provided by financing 2,019,129 671,783
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Net change in cash (60,820) 26,984
Cash at beginning of period 75,994 1,124
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Cash at end of period $ 139,185 $ 28,108
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The accompanying notes are an integral part of these financial statements
4
January 31, 2001
Notes to Financial Statements
Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND POOLING INTERESTS: Leading-Edge Earth Products, Inc. (an Oregon
corporation) believes its products have applications for single-family,
multifamily residential, modular and low-rise commercial construction.
Significant revenues have not yet been generated from research and development
activities or operations. The Company's business activities have been financed
primarily through the issuance of equity securities, outside loans, and loans
from shareholders.
LEEP was incorporated on December 23, 1991. On December 29, 1992, Leading-Edge
Earth Products, Inc., merged with an inactive public company, Crystal Asset
Management, Inc., which was incorporated in Oregon in 1968. This business
combination was accounted for as a pooling of interest. The newly combined
company was named Leading-Edge Earth Products, Inc. The stock began to trade
publicly in March 1993 under the trading symbol "LEEP".
USE OF ESTIMATES: 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 and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS: The Company considers, and the financial statements
reflect, all highly liquid short-term investments with original maturity of
three months or less as cash.
INVENTORY: Inventory is stated at the lower of cost or market assuming FIFO. The
inventory that was purchased in April 2000 from LBS is stated at the historical
cost to the joint venture. The present aggregate inventory was written down by
$620,287 to account for start up cost of manufacturing during the year.
PROPERTY AND EQUIPMENT: In May 2001 land held for sale was sold for $83,700,
creating a gain of $9,592. Related notes payable secured by the proceeds of sale
were satisfied.
NET LOSS PER COMMON SHARE: Net Loss per common share is computed based on the
weighted average number of common shares and common share equivalents
outstanding. There was no difference between primary and fully diluted earnings
for the period presented.
STOCK-BASED COMPENSATION: There was no stock-based compensation during the
quarter ended January 31,2001.
5
Note 2: RELATED PARTY TRANSACTIONS
ARCHITECTURAL SERVICES AGREEMENT: LEEP has entered into an agreement with the
owner of DB Associates, a stockholder and member of the Board of Directors, to
provide architectural and sales services. In addition to normal hourly rates for
architectural services, DB Associates will be paid for sales and marketing
efforts at the rate of $1.00 per panel for each panel sold to persons or
companies for which DB Associates performs architectural work. DB Associates
will alternatively receive $0.25 per panel for providing architectural review
for compliance with the Company's standards on projects with which DB Associates
is not directly involved as architect.
STOCK OPTIONS: No stock options were issued during the quarter
LOANS FROM RELATED PARTIES: On July 31, 2001, the Company owed 472,987 in
unsecured, demand notes payable to stockholders with interest accruing at 8% or
10% per annum. Also, as of July 31, $170,979 in accrued interest was owed to
officers and directors of the Company.
LINE OF CREDIT: A $50,000 line of credit has been terminated with an outstanding
balance of $38,585, on which the Company is continuing to make regular monthly
payments. The Company's CEO personally guarantees this line of credit.
OFFICE SPACE: The Company subleases approximately 1,000 square feet of office
space for its Corporate Headquarters from Brown Marketing Communications, LLP,
at 200 South Wacker Drive, Suite 4000, Chicago, Illinois. The Chairman of the
Board, Dennis Schrage, is a principal and President of Brown Marketing
Communications, LLP. The terms of the month-to-month sublease are at least as
favorable as other similar space in downtown Chicago, and lease payments have
been deferred until the cash flow of the Company permits lease payments to be
made.
Note 3: COMMITMENTS AND CONTINGENCIES
The Company is obligated to a Manufacturing Space Lease in the amount of $11,412
per month. This two year Lease is renewable in May 2002 at a reduced rate of
$9,375 per month. Owing to a series of failed financing commitments and the
Company's corresponding commitments to vendors, the building owner has allowed
the company to miss 5 consecutive lease payments. The owner is now taking the
position that the Company must pay and no additional latitude be extended.
During the 5 month period, the Company achieved major "critical path" goals and
objectives (see Plan of Operation). The Company will be required to finance the
payment of overdue lease payments in order to keep operational continuity.
The Company is obligated for capital leases in the amount of $28,000 per month.
These leases expire in 20 to 40 months and represent a total obligation of
$930,769 over their terms.
The current portion of leases payable is $218,472
Note 4: INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements reflect all normal and necessary
adjustments that are, in the opinion of management, required for a fair
presentation of the results of the interim period.
6
Note 5: PROPERTY AND EQUIPMENT
Property and equipment at July 31, 2001 are summarized as follows:
Plant design $ 117,025
Manufacturing equipment 1,210,256
Office equipment 11,779
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Total $ 1,339,060
Accumulated depreciation (213,735)
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Net book value $ 1,125,325
Note 6: INVENTORIES
Inventories at July 31, 2001 are summarized as follows:
Raw Materials $ 280,295
Work in Process 105,316
Finished Goods` 71,392
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Total $ 460,003(1)
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(1) The Company wrote down inventory by $620,287 at the end of the fiscal year
just ended April 30,01, due to stat up custs.
7
LEADING-EDGE EARTH PRODUCTS, INC.
PLAN OF OPERATION: LEEP's manufacturing plant is located in a customized 33,000
square foot building where the company operates with a 100-foot long three-stage
rollforming system, three semi-automatic production presses and an automated,
computer controlled foam generation system. This current complement of equipment
is capable of producing 2,268 panels or 54,432 square feet of LEEPCORE panels
per month. Present facilities allow for three additional presses at an
additional cost of $375,000, which would give the Pennsylvania plant the ability
to produce 110,000 square feet of LEEPCORE panels per month. The plant operated
full time through the quarter just ended, to complete the production and
stockpiling of a 45,000 sq. ft. LEEPCORE inventory to support pending sales. The
plant also completed approximately 2 months of intensive experimental testing to
support the formal testing program at RADCO, Long Beach, CA, which is aimed at
obtaining ICBO building code compliance. As of 7/15/01, the plant began to
operate on a customer/sales demand basis. The current reduction in plant
operations is aimed at conserving capital. The Company plans to resume full-time
operation as of receipt of anticipated orders and funding to reduce a current
excessive debt level and begin full-time operations. Source(s) for such funding
are not yet identified, however, management is confident and working diligently
toward that objective. The current public low valuation of LEEP works in favor
of larger investor involvement.
The LEEPCORE: product is typically factory-configured in large Sections to
support construction of structural walls, roofs and floors. The Company's target
market is high-volume users such as large builders, developers, contractors and
manufactured housing and modular building manufacturers. The Company planned,
earlier, to develop a network of distributors and dealers to secure, on a
commission basis, building orders in their territories. The planned distributor
network approach has been abandoned as nonfunctional as this level of direct
sales is inconsistent with the company's staffing, organization and primary
objective of seeking high-volume component sales through the Company's direct
personnel and related specialists. The Company can only become involved in
`one-unit' building orders as that activity is centered in demonstrating the
Company's product and technology to volume buyers.
In early January, 2000 the Company announced that it was expecting "immediate"
orders as a result of signing a distributor agreement with an entity in the
United Arab Emirates (UAE). Those orders have not been forthcoming, although two
of the five anticipated orders are still pending. Management believes that the
three potential orders which appear lost at this time were the result of
increased political and economic tensions in the region. Although at least two
Mid Eastern sales opportunities remain in the discussion stage, the company can
give no assurance it will receive such orders. It is unknown at this time if the
recent NYC tragedy will effect LEEPCRORE sales to the Mid East.
The Company designed and constructed a 3 x 3 x 9 meter (10' x 10' x 30')
'Modular Accommodation Building' as a representative building to market to the
oil industry, military, school districts and as a sample for the modular
industry. It is anticipated that the unit will be used singularly or in
combinations to accommodate lodging, computer installations, kitchens, tool
sheds, dining, exercise rooms, classrooms, barracks, rapid deployment shelters,
remote location personnel, etc. LEEP has been pursuing a contract to supply the
US Army with Rapid Deployment Shelters. LEEP was selected as a finalist and LEEP
structures are planned to undergo field-testing with the military. It is unknown
at this time as to the eventual outcome. The Company is exploring opportunities
in Florida where new 120 MPH wind codes are now coming into effect. LEEP has
expectations that LEEPCORE walls will be successful in high-wind resistant
designs for Florida and other gulf coast markets. The company received
independent test results from Clemson University on January 18, 2001, which
stated that the Company's LEEPCORE panel passed the Windborne Debris Impact Test
at 234% of the Dade County, Florida building code minimum requirement. Formal
LEEPCORE product testing is being conducted at RADCO, a specialized and
certified testing laboratory in Long Beach, California, where it expects to be
testing for several more months. This tests series is being conducted to provide
certified performance data which will enable the Company to receive approvals
from all the major building code agencies including ICBO, SBCCI, BOCA, and IBCC.
The current testing program is required before application can be made to the
code authorities. Preliminary test results indicate the LEEPCORE product fully
meets and/or exceeds the ICBO and other desired Code requirements, mentioned
earlier.
8
LEEP's primary focus for 2001 is to manufacture, market and position to sell its
LEEP STRUCTURAL CORE product. LEEP's strategy is to establish markets and build
sales backlog. LEEP plans to develop the justification for funding construction
of a full-scale, highly-automated manufacturing plant capable of producing
100,000 square feet of LEEPCORE product per day. The Company plans to employ
approximately 200 people per plant, and reduce cost of goods sold to a level
that will allow LEEP to compete successfully in the broad market(s). Financial
commitments are not in place at this time for the full-scale plant funding.
LEEP's focus is to use the production capacity of the Pennsylvania plant, on an
interim basis, to meet the demands of sales to be generated by its short-term
sales efforts and create shippable order backlog sufficient to justify funding
and construction of LEEP's planned full-scale production plant.
LEEP retained a consulting group to assist with completing and implementing the
design of a full-scale manufacturing plant. The work will result in a set of
drawings, specifications, and equipment vendor list. LEEP will be able to use
the documentation package, permanently, to duplicate LEEP's first full-scale
production facility anywhere in the world.
On January 29th, 2001, the Company announced that it had signed a non-binding
letter of intent with Group 12, LLC for the acquisition of certain assets. As
discussions progressed, and subsequent to the end of the 3rd quarter ended
January 31, 01, it became clear to both parties that such an acquisition was not
in the best interests of the parties, and the discussions shifted emphasis from
acquisition, to the formation of a joint venture company to manufacture and
market LEEPCORE to pre-established customers of the Group 12 Companies. As of
the July 31,01 quarter end, discussions with Group 12 have stopped. The Company
does not expect a resumption of such discussions with Group 12.
LIQUIDITY AND CAPITAL RESOURCES: In recent years LEEP has been almost entirely
dependent on its CEO, Grant Record, arranging credit facilities, making personal
loans, procuring loans from other stockholders, and selling stock to investors
in order to meet the monthly cash needs of LEEP. At this time, other members of
the Board are assisting Mr. Record, by seeking to identify qualified investors
for the purpose of providing for LEEP's cash needs through this year. LEEP does
not have any revenue beyond its first sale in Houston, does not have orders for
its product, and does not have assets that can be liquidated to cover cash
requirements.
Last fiscal year's loan request for $20,000,000 to a bank for the purpose of
funding the establishment of its first full-scale manufacturing plant has been
abandoned.
During fiscal year 2000 LEEP acquired manufacturing equipment costing
$1,132,000, which was financed with leases from finance companies in the amount
of $1,132,000 over 60 months with monthly lease payments of approximately
$23,000 to pay for the machines. With the help of a director, LEEP was able to
order 400,000 pounds of steel, a large portion of which is now on hand to be
used in the production of LEEPCORE panels . Two company directors have provided
a limited guarantee with recourse, and one of the manufacturers has provided a
remarketing agreement for $872,000. LEEP entered into agreements with one of the
company director's companies which provided financial guarantees for which LEEP
escrowed 1,000,000 shares of Rule 144 restricted common stock in the director's
company name to be issued to the director's company in the event of default by
LEEP that results in the director's company being required to make payments.
$37,553 was converted to 395,588 shares, as the guarantor made 2 payments to
Wells Fargo during the quarter ended July 31,01. Bank One payments made by the
guarantor have not been converted to stock., but are carried as loans to the
company.
9
LEEP's approximate cost of maintaining status quo manufacturing operations on a
"demand basis" is approximately $50,000 per month. With no revenue from
operations, LEEP plans to continue borrowing money and selling stock to fund its
corporate overhead and maintain corporate operations and manufacturing
operations at the lowest "ready" level. There can be no assurance that the
Company will be successful. Current liabilities have increased substantially
over the fiscal quarters, and financing is not in place to cover these
increases.
In the three months ended July 31, 2001, LEEP increased borrowing by $152,544 no
stock was sold during the quarter ended July 31, 2001.
RESULTS OF OPERATIONS: There were no sales in the quarter just ended. LEEP
maintained full-time production operations until it accumulated a 45,000 sq.ft.
of LEEPCORE panel inventory in order to support future sales. No sales are
currently on LEEP's books, however management is confident that immediately
shippable sales will soon be booked against the inventory on hand, which was
developed for that objective. No guarantees can be provided until customer
orders are booked.
Management believes that the series of: positive structural test results;
certification to ASTM standards; and receipt of National and International
building code approvals will progressively strengthen the Company's position in
the industry it serves and garner progressively more sales and financial
support.
As earlier reported, the Company relocated its Corporate Offices from Seattle,
Washington, to Chicago, Illinois. The Company's new corporate address is 200
South Wacker Drive, Suite 4000, Chicago, Illinois, 60606. The Company is sharing
office space with Brown Marketing Communications, LLP, at a favorable rental
rate compared to similar office space in Chicago. Accrued rent will be paid as
cash flow permits.
PART II OTHER INFORMATION
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ITEM I. LEGAL PROCEEDINGS
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The legal action reported in the company's 10-KSB filing for fiscal year ending
April 30, 2001 was settled when the land held for sale was sold on May 3, 2001.
The proceeds from the land sale fully covered the Company's obligation. (see
Financial Note 1 herein).
The risk of legal actions is inherent, as enumerated in the Risk section of the
Company's 10-KSB report for fiscal year ending April 30, 2001. No legal
proceedings are ongoing at this time.
10
ITEM 2. CHANGES IN SECURITIES
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There have been no changes in instruments defining the rights of holders of any
class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
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No matters have been submitted to a vote of securities holders since the Annual
Meeting held in Chicago on April 28, 2001. Business transacted at that meeting
was summarized in LEEP's 10-KSB report filed on August 14, 2001
ITEM 5. OTHER INFORMATION
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None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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None
FINANCIAL STATEMENTS
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Item 310(b) of Regulation S-B requires that the interim financial statements
included herein be reviewed by an independent public accountant.
The Company is in the process of obtaining the Auditor's review, which review
will be filed upon completion in the form of an amended report for the three
months ended July 31, 2001.
SIGNATURES
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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.
Date: September 20, 2001
/s/ GRANT C. RECORD /s/ Dennis Schrage
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Grant C. Record Director and Chairman of the Board
CEO and Secretary