-----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, IvFG6yqaGDooL+l3gNeDwmZDKfuswbINSDH79IHaxS4oVEGkQP7Rfy7u6kItjn5g mIt2r2WLZcUHtKRZ9xMY6w== 0000943440-02-000348.txt : 20020820 0000943440-02-000348.hdr.sgml : 20020820 20020820164943 ACCESSION NUMBER: 0000943440-02-000348 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20020820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE BUILDING TECHNOLOGIES INC CENTRAL INDEX KEY: 0000947431 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 880327648 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26322 FILM NUMBER: 02744012 BUSINESS ADDRESS: STREET 1: 20283 POWERLINE ROAD STREET 2: SUITE 213 CITY: BOCA RATON STATE: FL ZIP: 33498 BUSINESS PHONE: 561-487-3600 MAIL ADDRESS: STREET 1: 954 EAST 7145 SOUTH STREET 2: STE B-202 CITY: MIDVALE STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE CAPITAL INTERNATIONAL LTD /NV/ DATE OF NAME CHANGE: 19990503 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE CAPITAL INTERNATIONAL LTD DATE OF NAME CHANGE: 19990503 10QSB/A 1 sept2000-10qa.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB/A-2 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 ------------------ Commission File Number: 0-26322 EAGLE CAPITAL INTERNATIONAL, LTD. - ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 88-0303769 - ------------------------ ----------------------- (State of Incorporation) (IRS Employer I.D. No.) 1900 Corporate Blvd., 4th Floor, East Tower, Boca Raton, FL 33431 - ----------------------------------------------------------------- (Address of principal executive offices ) (561) 988-2550 ------------------------------------------------ (Issuer's telephone number, including area code) Check whether the Issuer: (1) filed all reports required to be filed by section 13 or 15(d) 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 a court. Yes [ ]_ No [X] APPLICABLE ONLY TO CORPORATE ISSUERS There were 11,938,686 shares of Common Stock, $.01 par value, issued and outstanding at September 30, 2000. EAGLE CAPITAL INTERNATIONAL, LTD. INDEX PART I. AMENDED CONDENSED CONSOLIDATED FINANCIAL INFORMATION Item 1. Amended Condensed Consolidated Financial Statements Balance Sheets - September 30, 2000 (Unaudited) and December 31, 1999 Statements of Operations - For the three and nine months ended September 30, 2000 and 1999 (Unaudited). Statements of Cash Flows - Nine months ended September 30, 2000 and 1999 (Unaudited). Notes to Condensed Consolidated Financial Statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security-Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES -2- EAGLE CAPITAL INTERNATIONAL, LTD. This Form 10-QSB for the period ended September 30, 2000, has been amended from the original filing of November 21, 2000. During February 2002, the Company became aware that its former Chairman and Chief Executive Officer had prepared fraudulent documents to misrepresent the revenues, costs, and cash associated with operations conducted by the Company's wholly-owned subsidiary in India, and concerning certain loans and stock transactions. PART I - FINANCIAL INFORMATION Item I. Amended Condensed Consolidated Financial Statements --------------------------------------------------- -2- EAGLE CAPITAL INTERNATIONAL, LTD. AMENDED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS September 30, December 31, 2000 1999 ------------- ------------ (Unaudited) (Audited) CURRENT ASSETS: Cash $ 66,791 $ 20,326 Advance to Bullhide 70,900 - Advance to Business Dimensions 14,000 - Other advances 25,000 - ------------- ------------ TOTAL CURRENT ASSETS 176,691 20,326 ------------- ------------ PROPERTY AND EQUIPMENT, net 1,239,051 185,100 ------------- ------------ OTHER ASSETS - Equipment deposits 200,000 300,000 Goodwill, net 1,817,759 - Investment in joint venture 557,632 - License rights, net 91,812 90,000 Investments: Bullhide 201,363 - Great Wall/China - 1,771,018 C.T. India - 1,150,800 C.T. Mexico - 681,830 I.M.S.I. 5,390,000 5,600,000 ------------- ------------ TOTAL OTHER ASSETS 8,258,566 9,593,648 ------------- ------------ TOTAL ASSETS $ 9,674,308 $ 9,799,074 ============= ============
-4- EAGLE CAPITAL INTERNATIONAL, LTD. AMENDED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, December 31, 2000 1999 ------------- ------------ (Unaudited) (Audited) CURRENT LIABILITIES: Notes payable $ 3,365,000 $ 475,000 Accounts payable 133,747 94,173 Advances from officer 721,644 5,860 Commitments payable to unconsolidated subsidiaries - 149,500 ------------- ------------ TOTAL CURRENT LIABILITIES 4,220,391 724,533 ------------- ------------ SHAREHOLDERS' EQUITY: Preferred Stock A, $.001 par value, 10,000,000 shares authorized, 897,400 and 1,080,600 shares issued and outstanding at September 30, 2000 and December 31, 1999 897 1,081 Preferred Stock B, $.001 par value, 10,000,000 shares authorized, 565,846 and 856,021 shares issued and outstanding at September 30, 2000 and December 31, 1999 566 856 Common Stock, $.001 par value, 70,000,000 shares authorized, 11,938,686 and 7,103,228 shares issued and outstanding at September 30, 2000 and December 31, 1999 11,938 7,103 Additional paid in capital 15,863,029 13,202,755 Accumulated deficit (10,422,513) (4,137,254) ------------- ------------ TOTAL STOCKHOLDERS' EQUITY 5,453,917 9,074,541 ------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,674,308 $ 9,799,074 ============= ============
-5- EAGLE CAPITAL INTERNATIONAL, LTD. AMENDED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine months Ended September 30, September 30, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 864,960 93,864 2,852,763 1,266,424 ----------- ----------- ----------- ----------- LOSS FROM OPERATIONS (864,960) (93,864) (2,852,763) (1,266,424) ----------- ----------- ----------- ----------- OTHER EXPENSE: Impairment of goodwill - - 1,714,387 - Interest Expense 833,656 - 1,683,656 504 Loss on Sale of Securities 27,828 - 27,828 - Other 1,625 - 6,625 ----------- ----------- ----------- ----------- NET LOSS $(1,728,069) $ (93,864) $(6,285,259) $(1,266,928) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: - Basic 10,912,738 3,142,118 8,625,446 2,458,940 - Diluted 10,912,738 3,142,118 8,625,446 2,458,940 NET LOSS PER COMMON SHARE: - Basic $ (.16) $ (.03) $ (.73) $ (.52) ----------- ----------- ----------- ----------- - Diluted $ (.16) $ (.03) $ (.73) $ (.52) =========== =========== =========== ===========
-6- EAGLE CAPITAL INTERNATIONAL, LTD. AMENDED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine months Ended September 30, September 30, 2000 1999 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(6,285,259) $ (1,266,928) Adjustments to reconcile net loss to net cash provided by operating activities: Impairment of goodwill 1,714,387 - Amortization 259,797 - Stock issued for services 568,467 688,400 Interest expense from beneficial conversion features on debt 1,650,000 - Increase (decrease) in: Advances (109,900) - Commitments payable to unconsolidated subsidiaries (110,500) - Payable to Lone Wolf 1,000,000 - Accounts payable 30,574 138,157 ----------- ------------ NET CASH USED IN OPERATING ACTIVITIES (1,282,434) (440,371) ----------- ------------ CASH FLOWS USED FROM INVESTING ACTIVITIES: Deposits on equipment - (162,000) Investment in subsidiaries (net of cash acquired) (485,163) (210,500) Investment in license rights (5,000) - Purchase of property, plant and equipment (951,094) - ----------- ------------ NET CASH USED IN INVESTING ACTIVITIES (1,441,257) (372,500) ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Advances from officer 507,656 - Proceeds from notes payable 2,190,000 - Proceeds from issuance of stock 72,500 1,033,923 ----------- ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 2,770,156 1,033,923 ----------- ------------ NET INCREASE IN CASH 46,465 221,052 CASH, BEGINNING OF PERIOD 20,326 48 ----------- ------------ CASH, END OF PERIOD $ 66,791 $ 221,100 =========== ============
-7- EAGLE CAPITAL INTERNATIONAL, LTD. AMENDED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SUPPLEMENTAL CASH FLOW INFORMATION
Nine Months Ended September 30, 2000 1999 ---------- ---------- Cash paid during the period for: Interest $ 33,656 $ 504
During the nine months ended September 30, 2000, the Company's ownership interest in CT Great Wall of China, CT Mexico and CT India increased to 100%, 100%, and 70%, respectively. In connection therewith, the following accounting has been recorded as of September 30, 2000, and for the nine months then ended:
CT Great Wall CT CT of China Mexico India ------------- ------------ ------------ Carrying value of investments as of December 31, 1999 $ 1,771,018 $ 681,830 $ 1,150,800 Issuance of 29,467 shares of Preferred B Stock 73,668 - - Cash advances 418,250 - - ------------- ------------ ------------ Carrying value of investments as of September 30, 2000 $ 2,262,936 $ 681,830 $ 1,150,800 ============= ============ ============
The following represents the accounting recorded as of September 30, 2000, to consolidate the three subsidiaries:
CT Great Wall CT CT of China Mexico India ------------- ------------ ------------ Equipment 2,857 - - China Joint Venture 550,382 - - Accounts payable (9,000) - - Advances from officer (175,000) (30,028) (3,100) Eliminate inter-company payable - 12,000 27,000 Other 29,329 74,021 38,350 ------------- ------------ ------------ $ 2,262,936 $ 681,830 $ 1,150,800 ============= ============ ============
During the nine months ended September 30, 2000, the Company issued 300,000 shares of common stock in exchange for the forgiveness of a $300,000 note payable owed by the Company to an officer and shareholder. -8- EAGLE CAPITAL INTERNATIONAL, INC. NOTES TO AMENDED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (September 30, 2000) NOTE 1 - BASIS OF PRESENTATION --------------------- The accompanying interim condensed consolidated financial statements of Eagle Capital International, Ltd. are unaudited, but in the opinion of management reflect all adjustments (consisting of normal recurring accruals) necessary for fair presentation of the results for such periods. The results of operations for any interim period are not necessarily indicative of the results for the respective full year. These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's annual report of Form 10-KSB for the year ended December 31, 1999 as filed with the Securities and Exchange Commission. Amended September 30, 2000 Balance Sheet and Statements of Operations for the Three and Nine Months Then Ended The accompanying financial statements have been amended as during February 2002, the Company became aware that its former Chairman and Chief Executive Officer had prepared fraudulent documents to misrepresent the revenues, costs and cash associated with operations conducted by the Company's wholly-owned subsidiary in India, and concerning certain loans and stock transactions. The following represents the balance sheet accounts adjusted on the amended September 30, 2000 balance sheet:
Amended Prior Changed ------------ ----------- ----------- Cash $ 66,791 $ 2,361,416 $(2,294,625) Other advances 25,000 27,581 (2,581) Notes payable 3,365,000 2,880,000 485,000 Accounts payable 133,747 1,051,867 (918,120) Advances from officer 721,644 1,237,170 (515,526) Deferred revenue - 100,000 (100,000) Additional paid-in capital 15,863,029 14,213,029 1,650,000 Accumulated deficit (10,422,513) (7,523,953) (2,898,560)
Cash - Reflects the removal of cash originally reported as held by the Company's India subsidiary as of September 30, 2000. Other Advances - Reflects the removal of miscellaneous prepaid assets as originally reported as held by the Company's India subsidiary as of September 30, 2000. -9- EAGLE CAPITAL INTERNATIONAL, INC. NOTES TO AMENDED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (September 30, 2000) NOTE 1 - BASIS OF PRESENTATION (Cont'd) --------------------- Notes Payable - Reflects an increase as result of reclassification to notes payable amounts advanced to the Company which were originally reported as advances from Officer. Accounts Payable - Reflects the removal of payables which were originally reported as owing from the Company's India subsidiary for non-existent operations. Advances from Officer - Reflects a reclassification of $485,000 of amounts as originally reported as advanced from officer to notes payable plus the removal of approximately $30,000 of expenses originally reported as being paid by the officer. Deferred Revenue - Reflects the removal of deferred revenue which was originally reported as deferred from the Company's India subsidiary for non-existent operations. Additional Paid-In Capital - Reflects an increase in paid-capital as a result of recording interest expense due to beneficial conversion features on debt issued during the nine months ended September 30, 2000. Accumulated Deficit - Reflects the increase in net loss as amended for the nine months ended September 30, 2000. The following represents the adjustments which changed the net loss reported for the three and nine months ended September 30, 2000.
Three Months Ended Nine Months Ended September 30, 2000 September 30, 2000 Amended Prior Change Amended Prior Change ---------- --------- ------------ ----------- ---------- ------------ Sales $ -0- $2,166,667 $ (2,166,667) $ -0- $ 2,166,667 $ (2,166,667) Cost of sales -0- 766,453 766,453 -0- 766,453 766,453 Selling, general and administrative expenses 864,960 1,018,480 153,520 2,852,763 3,006,042 153,279 Interest expense 833,656 33,414 (800,242) 1,683,656 33,656 (1,650,000) Other 1,625 -0- (1,625) 6,625 5,000 (1,625) ------------ ------------ Increase in net loss (2,048,561) (2,898,560) Net income (loss) as originally reported 320,492 (3,386,699) ------------ ------------ Net loss as amended $ (1,728,069) $ (6,285,259) ============ ============
-10- EAGLE CAPITAL INTERNATIONAL, INC. NOTES TO AMENDED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (September 30, 2000) NOTE 1 - BASIS OF PRESENTATION (Cont'd) --------------------- Sales and Cost of Sales - Reflects the removal of sales which were originally reported as earned from the Company's India subsidiary from non-existent operations. Selling, General and Administrative Expenses - Reflects primarily the removal of commissions as originally reported as owing from the Company's India subsidiary for non-existent operations. Interest Expense - Reflects an increase in interest expense not originally reported due to beneficial conversion features on debt issued during the nine months ended September 30, 2002. NOTE 2 - STOCKHOLDERS' EQUITY -------------------- Changes in Stockholders' Equity - The following represents the changes in stockholders' equity from January 1, 2000 through September 30, 2000:
Additional Preferred A Preferred B Common Paid-In Shares Amount Shares Amount Shares Amount Capital --------- ------- -------- ------ ---------- ------- ----------- Balance - Jan. 1, 2000 1,080,600 $ 1,081 856,021 $ 856 7,103,228 $ 7,103 $13,202,755 Conversion of Preferred A (183,200) (184) - - 458,000 458 (274) Conversion of Preferred B - - (319,642) (319) 1,728,590 1,729 (1,410) Common sold for cash - - - - 75,000 75 72,425 Issuance of Preferred B - - 29,467 29 - - 73,639 Issuance for Services - - - - 1,280,500 1,280 318,845 Issuance for Interest - - - - 993,368 993 247,349 Interest expense from beneficial conversion features on debt - - - - - - 1,650,000 Note payable conversion - - - - 300,000 300 299,700 --------- ------- -------- ------ ---------- ------- ----------- Balance - September 30, 2000 897,400 $ 897 565,846 $ 566 11,938,686 $11,938 $15,863,029 ========= ======= ========= ====== ========== ======= ===========
During the nine months ended September 30, 2000, the Company issued an additional 29,467 shares of Preferred B for its investment in CT Great Wall of China. Such issuance increased its investment in CT Great Wall of China by $73,668 or $.25 per common equivalent share (Preferred B Converts 1-to-10 common shares of the Company). In addition, 1,280,500 shares of Common Stock valued at $.25 per share were issued for services received during the nine months ended September 30, 2000. Of the 1,280,500 shares, 448,000 shares were issued to the Company's President and CEO for services (of which -11- EAGLE CAPITAL INTERNATIONAL, INC. NOTES TO AMENDED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (September 30, 2000) 198,000 shares were issued in lieu of cash salary of $198,000 under an employment contract), 210,000 for financial consulting services, 572,500 for general consulting services, and 50,000 shares for legal services. NOTE 3 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ---------------------------------------------- The Company's President and Chief Executive Officer, Anthony D'Amato, has made certain short term loans to the Company from time to time during the period ending September 30, 2000 totaling $721,644. -12- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS The analysis of the Company's financial condition, liquidity, capital resources and results of operations should be viewed in conjunction with the accompanying financial statements including the notes thereto. Financial Condition At September 30, 2000, the Company had total assets of $9,674,308, as compared to total assets of $9,799,074 at December 31, 1999; current liabilities and total liabilities[1] of $4,220,391 at September 30, 2000, as compared to current liabilities and total liabilities of $724,533 at December 31, 1999; and stockholders' equity at September 30, 2000 of $5,453,917, as compared to $9,074,541 at December 31, 1999. The decrease in stockholders' equity was primarily due to the recording during the nine months ended September 30, 2000 of a $1,000,000 note payable and related expense thereon to Lone Wolf in exchange for the cancellation of an earlier purchase commitment the Company had entered into with Lone Wolf and the recording of interest expense in the amount of $1,650,000 from beneficial conversion features on debt. In addition, the Company recorded impairment of goodwill of $1,714,387 for the write down of goodwill in CT Mexico and CT India and amortization expense of $259,797 principally from the amortization of the Company's investment in IMSI during the nine months ended September 30, 2000. Liquidity and Capital Resources As of September 30, 2000, the Company's cash totaled $66,791 as compared to $20,326 at December 31, 1999. Net cash used in operations was $1,282,434 compared to $440,371 in the same quarter of 1999. The ability of the Company to generate cash flow in excess of its operating requirements depends in the short term on the performance of its operations in India, China and Mexico. Management believes based upon current results that the Company will be able to fund its operations entirely from revenue by the second quarter of 2001. The Company may require additional financing to fund existing operations until sufficient revenues are generated. The Company may raise capital from the sale of its securities from investors; however, in the interim certain directors and officers of the Company will advance funds sufficient to meet operational expenses. The timing and amount of the Company's additional financing needs will depend, inter alia, upon the revenues generated by the Company. It is anticipated that product development expenditures will be significantly increased during the fourth quarter of 2000, but it is also anticipated that such expenditures will be paid from then existing revenues. - ------------------------------ [1] As a result of the Company's investigation in connection with the restatement of its 2000 and 2001 financials, the Company believes that there may be third parties to whom Anthony D'Amato, the Company's former Chairman and CEO, has obligated, or made representations purporting to obligate, the Company, or to issue equity in the Company without the knowledge or authorization of the Company's Board of Directors. The Company will continue to investigate and determine the validity of any such third party claims on a case by case basis. At the time of this filing, the Company cannot determine the financial impact, if any, to the Company as a result of Mr. D'Amato's actions. -13- The Company has no present additional commitment that is likely to result in its liquidity increasing or decreasing in any significant way. In addition, the Company knows of no trend, additional demand, event or uncertainty that will result in, or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. Results of Operations Sales for the three and nine months ended September 30, 2000 were $-0- compared with sales of $-0- in the same periods of 1999. The Company recorded a net loss of $1,728,069 for the quarter ended September 30, 2000, and a net loss of $6,285,259 for the nine months ended September 30, 2000 compared to a net loss of $93,864 and $1,266,928 for the same periods of 1999. Net loss recorded for the nine months ended September 30, 2000, is primarily due to the recording of a $1,000,000 note payable and related $1,000,000 expense to Lone Wolf in exchange for the cancellation by Lone Wolf of an earlier purchase commitment entered into by the Company with Lone Wolf. In addition, the Company recorded impairment of goodwill of $1,714,387 for the write-down of goodwill in CT Mexico and CT India, amortization expense of $259,797 principally from the amortization of the Company's investment in IMSI during the nine months ended September 30, 2000, and interest expense of $1,650,000 due to beneficial conversion features on debt issued during the nine months ended September 30, 2000. FORWARD LOOKING STATEMENTS Statements made in this Management's Discussion and Analysis and elsewhere in this Annual Report that state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future contain forward looking statements. Such forward looking statements include, without limitation, statements regarding the Company's planned capital expenditure requirements, cash and working capital requirements, the Company's expectations regarding the adequacy of current financing arrangements, product demand and market growth, other statements regarding future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. It should be noted that the Company's actual results could differ materially from those contained in such forward looking statements mentioned above due to adverse changes in any number of factors that affect the Company's business including, without limitation, risks associated with investing in and the marketing of IMSI's Wall System, risks concerning the protection of IMSI's patents, reliance upon distributors, regulatory risks, risks of expansion, product liability and other risks described herein. -14- PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS On July 21, 1999, the Company was named as a defendant in a derivative action filed on behalf of the shareholders of IMSI, Inc. The Company was one of multiple defendants named in the suit filed in the Third Judicial District Court for Salt Lake City, Utah. On March 3, 2000 the parties signed a binding settlement agreement which was approved by the Court on September 21, 2000. Item 2. CHANGES IN SECURITIES Not Applicable Item 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable Item 5. OTHER INFORMATION During the nine months ended September 30, 2000, the Company issued 448,000 shares of restricted common stock (of which 198,000 shares were issued in lieu of cash salary of $198,000 under an employment contract) to Anthony D'Amato, the Company's Chairman and President. The Company's President and Chief Executive Officer, Anthony D'Amato, has made certain short term loans to the Company from time to time during the period ending September 30, 2000 totaling $721,644. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) There are no exhibits required to be filed for the period covered by this Report. (b) There were no reports on Form 8-K filed for the period covered by this Report. -15- SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EAGLE CAPITAL INTERNATIONAL, LTD. August 7, 2002 By:/s/ Dan Curlee --------------------------------- Dan Curlee, President and CEO CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying quarterly Report on Form 10-QSB of Eagle Building Technologies, Inc.. for the period ended September 30, 2000, Dan Curlee, President and Chief Executive Officer, and Don Pollock, Senior Vice President of Manufacturing, Secretary, Treasurer, and Director of Eagle Building Technologies, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (a) such quarterly Report on Form 10-QSB for the period ended September 30, 2000, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in such quarterly Report on Form 10- QSB for the period ended September 30, 2000, fairly presents, in all material respects, the financial condition and results of operations of Eagle Building Technologies, Inc. EAGLE BUILDING TECHNOLOGIES, INC. Dated: August 7, 2002 By:/s/ Dan Curlee ---------------------------------- Dan Curlee, President and CEO Dated: August 7, 2002 By:/s/ Don Pollock ---------------------------------- Don Pollock, Treasurer -16- -----END PRIVACY-ENHANCED MESSAGE-----