-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A73OlgRGmIOC2eJqEekngDXBz0Gvo7yM1hrsWsqy9dt0W1ZfWNk8ZKq3Mc3d37EQ hHBMMUwHRcTTi4capDmMVg== 0001017386-96-000026.txt : 19961120 0001017386-96-000026.hdr.sgml : 19961120 ACCESSION NUMBER: 0001017386-96-000026 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MADERA INTERNATIONAL INC CENTRAL INDEX KEY: 0000810750 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 953769906 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16523 FILM NUMBER: 96667035 BUSINESS ADDRESS: STREET 1: 23548 CALABASAS RD STE 203 CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182238807 MAIL ADDRESS: STREET 1: 23548 CALABASAS RD STREET 2: STE 205 CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: WEAVER ARMS CORP DATE OF NAME CHANGE: 19940203 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB ( x ) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1996 OR ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from _____ to Commission file number 0-16523 MADERA INTERNATIONAL, INC. -------------------------- (Exact name of registrant as specified in its charter) Nevada 68-0318289 - ------------------------------ ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number 2600 Douglas Road - Suite 1004, Coral Gables, FL 33134 - ----------------------------------------------------------------------------- Address of principal executive offices) (Zip Code) Phone: (305) 774-9411 Fax: (305) 774-9345 ----------------------------------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 ( ) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes (X) No ( ) As of September 30, 1996, there were 57,401,786 shares of common stock ($.01 par value) issued and outstanding. Total sequentially numbered pages in this document: 11 ---- 1 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Madera International, Inc. Balance Sheet
ASSETS Sep 30, 1995 Sep 30, 1996 ------------ ------------ (Unaudited) (Unaudited) Current Assets Cash $ 4,696 $ 331,754 Receivables (Note B) 4,160 434,000 Inventory (Note A) 672,000 611,539 ------------ ------------ Total Current Assets 680,856 1,377,293 ------------ ------------ Other Assets Investment in Timber Producing Property (Note D) 40,600,000 30,100,000 Investment in Sawmill and Related Equipment 2,600,000 1,500,000 Other receivables, deposits, etc 0 9,560 Furniture & equipment 0 16,754 ------------ ------------ Total Other Assets 43,200,000 31,626,314 ------------ ------------ Total Assets 43,880,856 33,003,607 ------------ ------------ LIABILITIES AND SHAREHOLDER EQUITY Current Liabilities Accounts payable 264,056 374,789 Accrued taxes payable 10,086 10,086 Income taxes payable 800 1,600 Other accrued expenses 0 48,268 Current portion of long term debt (Note E) 365,906 465,796 ------------ ------------ Total Current Liabilities 640,848 900,539 ------------ ------------ Long-Term Debt (Note E) 0 0 Common stock to be issued 423,750 423,750 ------------ ------------ Total Liabilities 1,064,598 1,324,289 ------------ ------------ Stockholders' Equity Redeemable Preferred Stock - $.01 Par, 100,000,000 shares authorized, 10,000,000 shares issued and outstanding 225,000 3,333 Common Stock - $.01 Par, 250,000,000 shares authorized, 8,953,142 shares issued and outstanding 151,955 574,017 Paid in capital 44,381,759 34,974,920 Retained Deficit Prior (1,674,578) (3,379,473) Retained Deficit Current (267,878) (493,479) ------------ ------------ Total Shareholder Equity 42,816,258 31,679,318 ------------ ------------ Total Liabilities and Equity 43,880,856 33,003,607 ============ ============
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT 2 Madera International, Inc. Unaudited Statement of Operations For The Period Ended September 30
6 Months 3 Months 3 Months 6 Months 1995 1995 1996 1996 ------------ ------------ ------------ ------------ Income: Timber sales $ 0 $ 0 $ 245,000 $ 245,000 Other income (expense) 7,000 0 2,255 2,255 ------------ ------------ ------------ ------------ Total Income 7,000 0 247,255 247,255 ------------ ------------ ------------ ------------ Cost of Sales: Beginning Inventory 630,000 630,000 629,000 490,000 Purchases 52,000 39,500 82,000 221,000 Inventory adjustment 0 0 0 0 Field costs 2,500 2,500 38,146 38,146 Field travel 0 0 0 0 Sales costs and travel 0 0 1,393 1,393 Commissions 0 0 0 0 Joint venture share 0 0 0 0 Joint venture costs 0 0 0 0 ------------ ------------ ------------ ------------ Total accumulated costs 684,500 672,000 750,539 750,539 Less:Ending inventory (Note C) (630,000) (672,000) (611,539) (611,539) ------------ ------------ ------------ ------------ Cost of sales 54,500 0 139,000 139,000 ------------ ------------ ------------ ------------ Gross margin (Loss) (47,500) 0 108,255 108,255 ------------ ------------ ------------ ------------ Operating Expenses: General and Administrative 193,628 140,439 143,040 395,484 ------------ ------------ ------------ ------------ Total General and Administrative Expenses 193,628 140,439 143,040 395,484 ------------ ------------ ------------ ------------ Pre-Tax Operating Profit (Loss) ($ 241,128) ($ 140,439) ($ 34,785) ($ 287,229) Extra-ordinary loss due to fund raising 0 0 (206,250) (206,250) ------------ ------------ ------------ ------------ Pre-Tax Profit (Loss) ($ 241,128) ($ 140,439) ($ 241,035) ($ 493,479) ============ ============ ============ ============ Earnings (Loss) per Share of Common Stock and Common Stock Equivalents ($ 0.016) ($ 0.009) ($ 0.001) ($ 0.005) ============ ============ ============ ============ of common stock outstanding 15,195,632 15,195,632 57,401,786 57,401,786 ============ ============ ============ ============
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT PRIOR YEARS DATA IS NOT INCLUDED DUE TO THE STATUS OF COMPANY AT THAT TIME 3 UNAUDITED STATEMENT OF CASH FLOWS For the Six Month Period Ended September 30
1995 1996 ----------- ----------- CASH FLOWS IN OPERATING ACTIVITIES Net (Loss) ($ 267,878) ($ 493,479) Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: (Increase) Decrease in: Receivables (160) (245,000) Inventory (42,000) (121,539) Purchase of Furniture and Equipment 0 (16,754) Loans to employees 0 (8,025) Increase (Decrease) in: Accounts payable 38,843 4,055 Accrued expenses 0 0 Payment of Legal Judgment 0 (50,000) Common stock to be issue - Peru 423,750 0 NET CASH PROVIDED BY (USED IN) ----------- ----------- OPERATING ACTIVITIES 152,555 (930,742) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES (Increase) Decrease in: Timber property purchase (500,000) 0 Investments 0 0 Sawmill and related equipment purchase 0 0 Increase (Decrease) in: Long term debt 136,245 20,000 Preferred stock 0 (1,667) Common stock 31,200 154,377 Paid in capital 165,363 1,007,179 NET CASH PROVIDED BY (USED IN) ----------- ----------- FINANCING ACTIVITIES (167,192) 1,179,889 ----------- ----------- NET INCREASE (DECREASE) IN CASH (14,637) 249,147 CASH, at Beginning of Period 19,333 82,607 ----------- ----------- CASH, at End of Period $ 4,696 $ 331,754 =========== ===========
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT PRIOR YEARS DATA IS NOT INCLUDED DUE TO THE STATUS OF THE COMPANY AT THAT TIME 4 Madera International, Inc. UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Six Month Period Ended September 30, 1996
Common Stock Preferred Stock Additional -------------------- ---------------- Paid In Retained Shares Amount Shares Amount Capital Earnings Total ------------------------------------------------------------------------------------- BALANCE, March 31, 1996 41,964,132 $419,640 500,000 $5,000 $33,967,741 ($3,379,473) $31,012,908 Entries For Quarter Ending June 30, 1996 Issued for fund raising 4,250,000 42,500 42,500 Issued for administrative assistants 80,000 800 800 Issued for consultants 3,200,000 32,000 32,000 Issued for legal costs 25,000 250 611,013 611,263 Loss for period 3/31 thru 6/30/96 (252,444) (252,444) ------------------------------------------------------------------------------------- BALANCE, June 30, 1996 49,519,132 495,190 500,000 5,000 34,578,754 (3,631,917) 31,447,027 ------------------------------------------------------------------------------------- Entries For Quarter Ending September 30, 1996 Issued for fund raising 7,300,000 73,000 73,000 Issued for administrative assistants 24,200 242 242 Issued for consultants 236,500 2,365 397,594 399,959 Issued for legal costs 12,500 125 125 Finder's Conversion of Preferred Stock 166,667 1,667 (166,667) (1,667) -- Adjustment of Preferred Stock (see Note O) 142,787 1,429 (1,429) -- Extraordinary Loss caused by stock issuance for operating funds (206,250) (206,250) Operating Profit (Loss) for period 7/1 thru 9/30/96 (34,785) (34,785) ------------------------------------------------------------------------------------- BALANCE, June 30, 1996 57,401,786 $574,018 333,333 $3,333 $34,974,919 ($3,872,952) $31,679,318 -------------------------------------------------------------------------------------
THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT PRIOR YEARS DATA IS NOT INCLUDED DUE TO THE STATUS OF THE COMPANY AT THAT TIME 5 Madera International, Inc. Notes to Financial Statements September 30, 1996 Note A - COMPANY ------- Madera International, Inc., formerly Weaver Arms Corporation, emerged from Chapter 11 Bankruptcy proceedings on January 21, 1994. The Company engages in the business of harvesting and exporting timber. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ REVENUE AND COST RECOGNITION Revenues are recognized in the period in which they are considered earned. General and administrative costs are charged to expense when incurred. INVENTORY Inventory is recorded at the lower of cost or market. Cost is determined by the first-in, first-out method. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed over the useful lives of the depreciable assets using the straight-line method. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. NON-MONETARY TRANSACTIONS The Company records non-monetary transactions in accordance with APB-29 "Accounting for Non-monetary Transactions." The transfer or distribution of a non-monetary asset or liability is based on the fair value of the asset or liability that is received or surrendered, whichever is more clearly evident. PROFORMA STATEMENTS Material transactions that occur after the close of a quarter have an affect on the financial presentation. So as to more accurately disclose this information a Proforma Balance Sheet and supporting schedules may be included as required. CASH EQUIVALENTS For purposes of statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. 6 Note B - RECEIVABLES ----------- Receivables represent advances made on future sales of timber. Management has determined that the entire amount is fully collectible. Note C - INVENTORY --------- Pursuant to operating policy and government requirements the Company must pay for timber as it arrives from the field to the sawmill. The timber is then cut in accordance with customers specifications and then stored at the sawmill until shipped to the docks and then to the customer. The amounts shown as inventory represents payments for the accumulation of logs as well as the cutting of the logs, however, after adjustment to realizable value. Adjustments will be made periodically to reflect shipment delays. Note D - INVESTMENT IN TIMBER PRODUCING PROPERTY --------------------------------------- The Company has concentrated all ownership and activity to properties in Brazil and Peru. These properties are both owned and on long term concessions with right of purchase. All other properties have been eliminated from the financial presentation. The properties consist of 500,000 acres owned in Brazil and 70,000 hectares on long term concession in Peru. Operations are ongoing in both areas with production in Brazil and development towards 1997 production in Peru. The amount of wood reserves are substantial and are represented by independent appraisals. Note E - LONG TERM DEBT -------------- Long-Term debt consists of: Prime + 1% Notes with Principal and Interest due July 1, 1996, unless this date is extended by the Note holder. All Not holders have informed Management that the notes are extended until December 31, 1996. Note F - RELATED PARTY TRANSACTIONS -------------------------- At June 30, 1996 all of the Company's Long-Term debt was payable to related individuals and companies. The related companies are CD Management, Inc., CD Financial, Inc., Gateway Industries Ltd., and International Investeam, Inc., Daniel Lezak, is general manager of these companies. Note G - OTHER INVESTMENTS ----------------- The Company acquired 86.5% interest in the 30,000 hectares in Peru by purchasing 100% of the stock in a Peruvian Corporation. This transaction was consummated, however there is an amount of stock remaining to be issued in the amount of $423,750. This stock will be issued in 1996. 7 Note H - CAPITAL STOCK ------------- On February 11, 1994 the Company changed the authorized Common Stock to 250,000,000 shares with a par value of $.01 (one cent) per share. On February 11, 1994 the Company also authorized Preferred Stock in the amount of 100,000,000 shares with a par value of $.01 (one cent) per share with the caveats for these shares in varying series to be established by the Board of Directors. Since these dates, the company has issued a series of Preferred Stock issuances. These issuances have been for acquisitions and are highlighted in the financial statements and other notes contained herein. Note I - COMMON STOCK CLASS A WARRANTS ----------------------------- The Company has Class A Warrants with an exercise price established by the Board of Directors of $3.00 per share. This exercise price is in effect from May 25, 1994 until August 30, 1994. Subsequently from August 30, 1994 until February 1, 1995 the exercise price will be $3.50 per share. The company has extended these warrants for one year. At June 30, 1995 there were 19,056,900 Class A Warrants outstanding. Note J - INCOME TAXES ------------ The provision for income taxes as of June 30, 1996 represents the minimum corporate tax for the State of California which is $1,600. No tax was accrued for the quarter ended June 30, 1996. Note K - PER SHARE DATA -------------- Net earnings (loss) per share is computed by dividing net income (loss) by the balance of the total of shares of common stock and common stock equivalents outstanding during the period. The weighted number of shares used to compute earnings (loss) per share for each quarter was the actual shares issued and outstanding at that time. Note L - LEASES ------ At September 30, 1996 the company had entered into a lease for office facilities in Coral Gables, Florida. The lease is for approximately 2,500 sq. ft. of office space. Note M - REVERSE STOCK SPLIT ------------------- On August 11, 1994, upon due notice, the Annual Meeting of Stockholders was held and approved a reverse stock split of 1 for 3 to be effective on that date. A stock option program of 2 Million shares was approved and an S-8 registration statement was also approved. 8 Note N - OPERATIONS OF THE BRAZIL SAWMILL -------------------------------- All information related to operations in the Brazil Sawmill have been supplied by operating management. Books and records are being obtained by field personnel and will be available for fiscal year end. These numbers have all been approved by operations personnel. Note O - ADJUSTMENT OF COMMON AND PREFERRED STOCK ---------------------------------------- In reviewing data submitted by the Transfer Agent, an adjustment was made to Common and Preferred Stock for a conversion of Preferred Stock by Roman Fernandez that had not been reflected in the Prior Year, when all these stocks were converted. The adjustment was a total of 202,500 shares and it caused an overstatement at March 31, 1996 of 59,713 shares, and an understatement of 142,787 shares at June 30, 1996 for a total of 202,500 shares. 9 ITEM 2. MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the Six Months Ended September 30, 1996: Financial Condition: - -------------------- The Company's working capital resources during the six months ended September 30, 1996 were provided by loans from related parties (See Notes to Financial Statements), and stock placements. The formal business activity of lumber shipment and sales began this quarter with the first formal shipment in the regular course of business. Sales of $245,000 were recorded. Additional working capital of $250,000 was obtained by the private placement of common stock. Management believes that the Company's working capital resources and anticipated cash flow from timber sales will be sufficient to support operations during the year ending March 31, 1997. Results of Operations: - ---------------------- During the six months ended September 30, 1996, the Company's sales efforts resulted in orders for Mahogany and Spanish Cedar. The Company exported its first shipment of Spanish Cedar from the Company-owned mill in Brazil to the United States. This shipment went to Miami, Florida for ultimate delivery to the customer. The Company continues to direct funds toward the accumulation of inventory and the procurement of sales, at the same time holding General and Administrative expenses to a minimum. PART II. OTHER INFORMATION -------------------------- ITEM 1. LEGAL PROCEEDINGS. The Company has settled all litigation in a manner acceptable to the Board of Directors. Payment is being made and these problems cease to be a drain on management and resources. ITEMS 2. through 4. are not applicable. ITEM 5. OTHER INFORMATION. N/A ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None 10 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) 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. MADERA INTERNATIONAL, INC. -------------------------- (Registrant) Date: October 23, 1996 /s/ Ramiro Fernandez-Moris -------------------------- Ramiro Fernandez-Moris (Chairman, President, CEO) /s/ Regina Fernandez -------------------- Regina Fernandez (CFO) 11 EX-27 2
5 6-MOS MAR-31-1997 SEP-30-1996 331,754 0 434,000 0 611,539 1,377,293 31,616,754 0 33,003,607 1,324,289 0 0 3,333 574,017 31,101,968 33,003,607 245,000 247,255 139,000 0 395,484 0 0 (287,229) 0 (287,229) 0 (206,250) 0 (493,479) (.01) (.01)
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