10-K/A 1 tenko1a.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission File No. 33-17966-LA International Wood Corporation A Colorado Corporation EIN: 94-3030021 155 W. Washington Blvd. # 1005 Los Angeles, Calif. (213-741-1790) Securities to be registered under Section 12(g) of the Act: $ 0.0001 Par Value Common Shares Indicate by check mark whether the registrant has (1) 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 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 No X . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X] State the aggregate market value of the voting stock held by non affiliates of the Registrant: There is no current market for the Registrant's common stock. The number of shares outstanding of the Registrant's $0.0001 par value common stock, its only class of equity securities as of December 31, 2001 was 25,189,201 shares. PART I ITEM 1. DESCRIPTION OF BUSINESS. (1) International Wood Corporation was incorporated in Colorado on October 27, 1986. In 1998 it acquired all of the stock of Norwest S.A., a Brazilian corporation in a reverse acquisition. The Company plans to engage in forestry management and the export of tropical hardwoods from Brazil. PRIMARY SOURCES OF REVENUE, PAST 3 FISCAL YEARS During FY 1999, FY 2000 and FY 2001, we had no operating revenues. ITEM 2. PROPERTIES. We lease our executive office space at 155 W. Washington Blvd. # 1005, Los Angeles, CA 90015 at a nominal cost on a month to month basis We own about 45,000 acres of land and timber in the Amazon area of Brazil and equipment used in forestry management. In December, 1999 we acquired two residential properties in Portland, Oregon for stock. In a transaction with a related party shareholder, we issued 1,000,000 shares of common stock and transferred ownership of the two residential real estate properties, subject to assumed mortgage loans, in exchange for 40 acres of undeveloped property in Southern California on December 31, 2000. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to the shareholders during the fiscal year ending December 31, 2001. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS. (a) There is no established public trading market for our common shares. We are developing a strategic plan to apply for trading in the near future. (b) The approximate number of holders of common stock at 12/31/2001 is 1,000. (c) We have paid no cash dividends on our common stock in the past three fiscal years. ITEM 6. SELECTED FINANCIAL DATA. Selected financial information is provided for the past 3 fiscal years. FY 1999 FY 2000 FY 2001 Net Sales 0 0 0 Operating income (loss) (135,594) (96,609) (57,843) Net Income (Loss) (135,954) (291,208) (96,243) Income (Loss)/Share (.0056) (.0120) (.0038) Total Assets 53,995,906 52,911,543 52,911,000 Long Term Obligations 0 0 0 Cash Dividends/Share 0 0 0 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. LIQUIDITY AND CAPITAL RESOURCES The Company is a development stage company and has had no revenue to date. The Company has substantial assets in Brazil and plans to use these assets to arrange financing for business operations. RESULTS OF OPERATIONS The Company has had no operations and no revenue to date. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS: PAGE Independent Accountants' Report 4-5 Consolidated Balance Sheets as of December 31, 2001 and 2000 6 Consolidated Statements of Operations For the three years ended December 31, 2001 7 Consolidated Statements of Changes in Stockholders' Equity for the three years ended December 31, 2001 8 Consolidated Statements of Cash Flows for The three years ended December 31, 2001 9 Notes to financial statements 10-13 International Wood Corporation Financial Statements and Independent Accountants' Report INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and Stockholders of International Wood Corporation We have audited the accompanying consolidated balance sheets of International Wood Corporation (a development stage company) and subsidiary as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three year period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the financial statements of Norwest S.A., a wholly owned subsidiary, which statements reflect total assets of $ 52,511,000 as of December 31, 2001 and 2000. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts of Norwest S.A. for such periods, is based solely on the report of such other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audit and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of International Wood Corporation and subsidiary as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States. /s/ Holyfield & Thomas, LLC West Palm Beach, Florida April 17, 2002 International Wood Corporation (A development stage company) CONSOLIDATED BALANCE SHEETS as of December 31, 2001 and December 31, 2000 ASSETS December 31, 2001 2000 CURRENT ASSETS: Cash $ - $ 343 Real estate held for sale 400,000 400,000 Machinery and equipment 495,000 495,000 Timber and timberlands 52,016,000 52,016,000 ---------- --------- TOTAL ASSETS $ 52,911,000 $ 52,911,343 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable 92,517 92.571 Accrued expenses 59,000 20,600 Notes payable to stockholder 195,000 137,500 -------- ------- Total current liabilities 346,517 250,617 -------- --------- STOCKHOLDERS' EQUITY Common stock, $.0001 par value, 50,000,000 shares authorized, 25,189,201 shares issued and outstanding. 2,519 2,519 Additional paid-in capital 53,189,780 53,189,780 (Deficit)accumulated during the development stage (627,816) (531,573) ---------- --------- Total stockholders' equity 52,564,483 52,660,726 ---------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 52,911,000 $ 52,911,343 =========== =========== The accompanying notes are an integral part of the financial statements.

International Wood Corporation and (a development stage company) CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Years Ended December 31, 2001 December 31, December 31, December 31, 2001 2000 1999 Revenues $ 0 $ 0 $ 0 Operating expenses General and administrative (57,843) (96,609) (135,594) --------- --------- --------- Loss from operations (57,843) ( 96,609) (135,594) Other income (expense) Interest expense (38,400) (121,205) Loss on exchange of real estate (73,395) -------- --------- --------- Total other income (expense) (38,400) (194,600) 0 -------- -------- --------- Net(loss) $ (96,243) $ (291,209) $ (135,594) ========== =========== ========= Loss per common share data: Basic and diluted $ (0.0038) $ (0.0120) $ (0.0056) ========== =========== ========== Weighted average common shares outstanding 25,189,201 24,176,701 24,039,201 ========== ========== =========== The accompanying notes are an integral part of the financial statements.

International Wood Corporation (A development stage company) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three years ended December 31, 2001 > (Deficit) Accumulated During The Common Stock Paid-in Development Shares Amount Capital Stage Total Balances 12-31-98 as previously reported 22,589,201 $ 2,259 $ 27,040 $ (104,770) $ (75,471) Adjustment of carrying value of wholly owned subsidiary to equity in net assets 52,509,000 52,509,000 Balances 12-31-98 As adjusted 22,589,201 2,259 52,536,040 (104,770) 52,433,529 Stock issued 1,450,000 145 628,855 629,080 Net(Loss) (135,594) (135,694) Balance, 12/31/1999 24,039,201 2,404 53,164,895 (240,364) 52,926,935 Stock issued 1,150,000 115 24,885 25,000 Net (loss) (291,209) (291,209) Balance, 12/31/2000 25,189,201 $ 2,519 $ 53,189,780 $(531,573) $ 52,660,726 Net (loss) (96,243) (96,243) Balances 12-31-01 25,189,201 $ 2,519 $53,189,780 $(627,816) $ 52,564,483 The accompanying notes are an integral part of the financial statements.

International Wood Corporation (a development stage company) CONSOLIDATED STATEMENTS OF CASH FLOWS for the three years ended December 31, 2001 December 31 December 31 December 31 2001 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ ( 96,243) $ (291,209) (135,594) Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: Loss on real estate exchange 73,395 Accrued expenses assumed by shareholder in real estate exchange 130,605 Stock Issued for services 15,000 10,000 Changes in operating assets and liabilities Accounts payable 17,046 Accrued interest 38,400 20,600 Net cash used in operating activities (57,843) (34,563) (125,594) CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 CASH FLOWS FROM FINANCING ACTIVITIES: Shareholder loan 57,500 0 141,737 Repayment of shareholder loan (6,237) Sale of stock 25,000 Net cash provided by financing activities 57,500 0 160,500 Decrease in cash ( 343) (34,563) 34,906 Cash, beginning of period 343 34,806 0 Cash, end of period $ 0 $ 343 34,906 Non-cash transactions Stock issued for services $ $ 15,000 10,000 Stock issued in real estate Exchange 10,000 Stock issued for real estate 594,000 Mortgage on real estate (856,000) 856,000 Cash paid for interest $ 0 $ 0 $ 0 Cash paid for income taxes $ 0 $ 0 $ 0 The accompanying notes are an integral part of the financial statements.

International Wood Corporation and Subsidiary (a development stage company) Notes to Financial Statements (See Independent Accountants' Report) For the three years ended December 31, 2001. 1. Summary of Significant Accounting Policies Organization International Wood Corporation (the "Company"), a Colorado corporation, was incorporated under the name Xanthic Enterprises, Inc. It changed its name to the present name in the first quarter of 1998. Since its inception the Company has been in the development stage. In early 1998 it acquired Norwest S.A., a Brazilian corporation with land and timber holdings in Brazil. The Company's primary intended activity is to engage in forest management and export of tropical hardwoods from Brazil. Basis of Consolidation The financial statements will include the accounts of International Wood Corporation and its subsidiary Norwest, S.A. All material intercompany transactions and balances have been eliminated in the financial statements. The financial statements of Norwest, S.A. are audited by Apply Auditors Associates in Santos, Brazil in accordance with auditing standards generally accepted in the United States. Basis of Accounting The Company's policy is to use the accrual method of accounting and to prepare and present financial statements which conform to generally accepted accounting principles. 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 reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Computation of Net Loss Per Share In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings Per Share. The Company has reflected the provisions of SFAS No. 128 in the accompanying financial statements for the period presented. SFAS No. 128 replaces the presentation of primary Earnings Per Share ("EPS") with a presentation of basic EPS, which excluders dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. The Statements also requires the dual presentation of basic and diluted EPS on the face of the statement of operations for all entities with complex capital structures. During the periods presented the Company did not have a complex capital structure. 2. Development Stage Operations The Company was formed on October 27, 1986. There have not been any operations since inception and the Company is in the process of raising capital and financing for its future operations. The Company has approximately 1,000 shareholders. 3. Accounts Payable Accounts payable represents accounts incurred in seeking merger and acquisition candidates and stock issuance costs. 4. Capital Stock The Company is authorized to issue 50,000,000 shares of common stock, with a par value of $ .0001 per share. In May, 1989 the Company became obligated to distribute shares and warrants to the shareholders of Automated Services, Inc. pursuant to an S-18 registration statement. The Company distributed 313,826 of stock and 627,652 warrants pursuant to the agreement with ASI. The shares and warrants were delivered at various dates between May of 1989 and February 1990. This distribution included 313,826 shares of common stock and one (1) Class A Warrant and one (1) Class B Warrant with each share of stock distributed. Each warrant allowed the holder to acquire an additional share of common stock as follows: The Class A Warrant had an exercise price of $ 0.75 per share and an expiration date of April 30, 1990. The Class B Warrant had an exercise price of $ 1.50 per share and an expiration date of April 30, 1992. No warrants were exercised. In December 1997, the Company authorized a 2.5 to 1 reverse split of common stock. Par value remained the same and $ 331 was transferred from common stock to paid-in capital. 5. Investment in Norwest S.A. In January 1998, the Company issued 20,000,000 common shares in exchange for all of the stock of Norwest S.A., a Brazilian corporation that will be operated as a wholly owned subsidiary. The majority of the assets of Norwest S.A. consists of land and timber in the Amazon basin of Brazil. 6. Real Estate Held for Sale In December 1999, the Company issued 1,300,000 common shares in exchange for two residential properties subject to mortgage loans of $ 856,000. The properties were recorded at their appraised value. In a transaction with a related party shareholder, the Company issued 1,000,000 shares of common stock and transferred ownership of the two residential real estate properties, subject to assumed mortgage loans, in exchange for 40 acres of undeveloped property in Southern California on December 31, 2000. The property received in exchange will collateralize an existing note payable to the shareholder. The shareholder has also agreed to lend the Company ad additional $ 57,500 towards effectuating the merger with Norwest S.A. This has resulted in the recognition of a loss of $ 73,395 as of December 31, 2000. The loss was computed as follows: Carrying value of residential real estate exchanged $ 1,450,000 Less mortgages and accrued expenses assumed by shareholder (986,605) Common stock issued 10,000 Total consideration - net 473,395 Value of property received in exchange (based on selling price of $ 10,000 an acre) 400,000 Loss on real estate exchange $ 73,395 The mortgages bore interest at the rate of 11.75% payable monthly beginning January 2000. The principal was due in December 2000. 7. Machinery and Equipment Machinery and equipment consists of tractors, vehicles, boats and other equipment to be used in the harvest and export of tropical hardwoods. The equipment is carried at cost and will be depreciated over useful lives of 5-10 years once operations commence. 8. Timber and Timberlands The Company owns approximately 45,000 acres of contiguous tropical timberland in the states of Acre and Para in the Amazon Basin, Brazil. The timer is carried at historical cost converted to U.S. currency a the exchange rate of 2.3196 at December 31, 2001 and 2000. 9. Notes payable to stockholder Original Accrued Interest Due Amount Interest Rate Date Note A $ 137,500 50,000 14.99% January 31, 2004 Note B 57,500 9,000 10.00% January 31, 2004 Notes are collateralized by real estate held for sale (Book value $ 400,000). ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES There is no disagreement with any prior accountant. We engaged our current U.S. accountants in 1998. The name of the current U.S. accountants was changed from Holyfield & Associates, PA to Holyfield & Thomas, LLC effective March 1, 2001. PART III ITEM 10. OFFICERS AND DIRECTORS OF THE COMPANY. The current officers and directors of our company are: Elliott Sassoon, President, and a Director. Mr. Sasson, age 53, is a resident of Sao Paulo, Brazil. He graduated from the Lycee Francais De Paris, France, the Instituto De Educacao Caetano De Campos, Brazil and the University Faculdade Integrada, Colegio Moderno, Brazil. Mr. Sassoon speaks Portuguese, French, Spanish, Italian, Hebrew, Arabic and English. From 1995-1996 Mr.Sassoon was Presidentand CEO of Pacifico Industrial Import-Export, Ltd.. From 1992 to 1996 he also served as Vice-President for Cooperconsult Associates Consultants. From 1980 to 1994 he served as President of Vale Do Nilo Agro-Industries. During this time he also served as President of Dinamo Imports Exports, Consortex and Banakoba. He has served during the past twenty years as a consultant or officer of the Para Association of Banak Exporters, the Europe-Brazil Lumber Association, Brazilian Forest and River Department, China-Brazil Lumber Chamber of Commerce and the Amazons Cocoa Exporters Association. He also served as Vice-President of the West Amazon Timber and Exporters Association. Alipio Motta, Vice-President and a Director. Mr. Motta, age 63, is a resident of Belem, Brazil. He graduated from Salvador City College, Bahia, Brazil and the Federal University of Bahia, Brazil with degrees in Political Science, and a graduate degree in Business Administration. Mr. Motta speaks Portuguese, Spanish and English. From 1961 to 1966 he was Director of the Bank of Bahia. He was Director of the National Bank of Production located in Belem, Brazil from 1966 to 1974. From 1981 to 1987 he was a director of Consortex Exportadores. From 1988 to the present he was Director of Construtora Motta. From 1995 to 1996 he was Director and Vice-President of Pacifico Industrial Import-Export, Ltd. He is a member of the Acre Chamber of Commerce and the West Amazon Lumber Exporters Association. Thomas A. Trimbo, Director. On October 25, 2000 Mr. Trimbo was elected as a Director. Mr. Trimbo, age 55, is a U.S. citizen and a resident in Sao Paulo, Brazil. Mr. Trimbo holds a B.S. in Chemistry and a MBA from the University of Montana. He been employed by BankBoston N.A., Brazil for the past 20 years. During this time he has served in various positions including Corporate Lending Officer, Trade Finance Specialist, Head of International Product Development and head of International Treasury Control. ITEM 11. EXECUTIVE COMPENSATION. During the past year the Company did not compensate any officer or director. The Company has no plans to compensate any officer or director at the present time. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Title of Class Name and Address Amount and Nature Percent of Class of Beneficial of Beneficial Owner Owner Common Shares Elliott Sassoon 19,799,836 78.6 Rua Modesto Tavares de Lima # 108 C.E.P. 05507-010 Sao Paulo, S.P. Brazil Allipio Motta 200,000 0.8 Rua Modesto Tavare de Lima # 108 C.E.P. 05507-010 Sao Paulo, S.P. Brazil Thomas Trimbo 43,000(1) 0.2 Rua Modesto Tavare de Lima # 108 C.E.P. 05507-010 Sao Paulo, S.P. Brazil Robert Withers 2,300,000 9 PO Box 6746 Portland, OR 97228 (1) The wife of Thomas Trimbo, has an option to acquire approximately 44,000 shares of the Company at a price to be determined by reference to the trading price of the company=s stock on the first day it trades. These shares are included as beneficially owned by Mr. Trimbo. The total number of shares owned by officers and directors is 20,465,836 (90.5%). Item 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. In the past fiscal year, the Company issued 1,000,000 shares of common stock and transferred ownership of two residential real estate properties, subject to assumed mortgage loans, in exchange for 40 acres of undeveloped property in Southern California on December 31, 2000. The property received in exchange will collateralize an existing note payable to the shareholder. The shareholder has also agreed to lend the Company an additional $ 57,500 to be collateralized by the 40 acre parcels. During the past three years the wife of Thomas Trimbo has invested $ 85,594.00 in Norwest, SA in return for an option to purchase approximately 44,000 shares of stock of the Company based on the trading price of the stock of the Company when it begins trading. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) 1, 2. The financial statements for the Company as of 12/31/01 are attached under item 8 hereof. (c) Exhibits: 23.1 Consent of Holyfield & Thomas,LLC CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS International Wood Corporation 155 W. Washington Blvd. # 1005 Los Angeles, Ca 90015 We hereby consent to the incorporation by reference in the Form 10-K constituting a part of this Report our report dated April 17, 2002, relating to the financial statements for the years ended December 31, 2001 and 2000. /s/ Holyfield & Thomas,LLC Holyfield & Thomas, LLC West Palm Beach, Florida August 29, 2002 SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, we caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNATIONAL WOOD CORPORATION Dated: 8/29/2002 By: /s/ Elliott Sassoon Elliott Sassoon, President, Director and Chief Financial Officer By /s/ Allipio Motta Allipio Motta, Vice-President and a Director

INTERNATIONAL WOOD CORP 10-K/A