The statements contained in the section captioned Management's Discussion and Analysis of Financial Condition and Results of Operations which are historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy; and the Registrant's ability to develop and implement operational and financial systems to manage its growth.
Plan of Operation -
Trezac International Corporation's ("Trezac" or "the Company") primary business is to achieve a high rate of capital growth for its shareholders by acquiring significant holdings in companies which it's Board of Directors and advisors consider fundamentally sound, well run and profitable, but which are valued at a discount to independent appraisal of their private market value. We identify and acquire agricultural and food businesses in the $4 billion Moldovan Agriculture market. The Company presently owns and manages three agriculture subsidiaries; Millagro SRL, Magroselect Prim SRL and Nutret SA.
The Company has moved its business focus this past year from the marketing of Internet Service Providers (ISP's) delivering an advertising and promotion infrastructure to acquiring Food and Agriculture businesses in Eastern Europe, particularly in the Republic of Moldova.
On January 22, 2003, the Company entered into a Stock Purchase Agreement ("the Agreement") with Millagro SRL,, an Agriculture Company doing business in the Republic of Moldova, ("the Acquiree") whereby the Company will acquire 100% of the ownership interests in the Acquiree for a total consideration of $8,250,000. The consideration will be paid by the Company's issuance of Rule 144 restricted shares of common stock on the effective date of the agreement. Generally accepted accounting principles in the United States of America require that the company whose shareholders retain a majority interest in a business combination be treated as the acquirer for accounting purposes. As a result of the exchange, Millagro SRL will become the majority shareholder and accordingly the accounting acquirer and the transaction will be treated as a reverse acquisition and recapitalization of Millagro SRL. The transaction is expected to close during May, 2003.
The Company's acquisition strategy in Eastern Europe is designed to take advantage of standard western computerized business applications, accounting and inventory controls and a focus on building a group of synergistical Agriculture and Food Product Companies under the umbrella of a holding company. Our geographical acquisition focus will be the Republic of Moldova. Management's business plan is to be involved in the ownership of land in Moldova, production and distribution and sales of significant portions of Moldova's line of staple food products. The Company plans to achieve economies-of-scale by instituting modern management practices and practical accounting and inventory consolidation, distribution and sales. The Company has laid plans to grow through acquisition, combination and/or merger. The Company's Moldovan executives and management are extremely experienced managers of farming and food production businesses.
On November 17, 2003, the Board of Directors and the a majority of shareholders voted to change the Company's name from Trezac International Corporation to Millagro International Corporation, which better reflects the Company's new business focus.
The Republic of Moldova
Overview of Country and Macro Economy
Moldova is probably Europe's poorest nation. Since 1995 Trade from Moldova has been liberalized and there are no quotas or other restrictions on exports, with the exception of the August 2000 European Union ban on the import of Moldovan wine for hygiene concerns. Privatization was introduced after Moldova declared independence and the majority of the economy has been turned over to private hands.
Agriculture is the foundation of the Moldovan economy and accounted for 28% of Gross Domestic Product (GDP) in 2000. Arable farming is the largest sector due to the country's unusually rich soil, 75% of the Moldovan land mass is covered in exceptionally fertile Chernozem soil. Industry accounts for about 20% of GDP. The main industry is food processing, using the agricultural produce of the land. Food and agricultural products account for about 50% of all Moldovan exports. During the Soviet era Moldova was given the primary role of prod ucing food products for the rest of the Soviet Union. Also, during Soviet rule military and consumer goods manufacturing plants were set up. The main import s in Moldova are fuel, electricity and mineral products. Most fuel is imported from Russia's Gazprom.
Moldova was once the region of Bessarabia, the eastern half of the historic principality of Moldavia. The country has been occupied and ruled by a number of different countries over it's history but is now a fully independent republic.
In August 1939, the USSR acquired the Bessarabian region of Moldavia as a result of the German-Soviet Nonaggression Pact. The war brought new occupiers, Germany, but by 1944 the Soviets ruled again and renamed the area the Moldavian
SSR.
On August 1991, high-ranking officials of the CPSU and the Government of the Soviet Union announced that they had formed the State Committee for the State of Emergency and had removed Mikhail S. Gorbachev as the head of state. Leaders of most of the Soviet republics and many foreign leaders denounced the coup. Some key military commanders refused to deploy their forces in support of the coup leaders, and by August 22 the coup had collapsed. As a consequence of the failed coup, the CPSU and the Soviet central government were severely discredited, Gorbachev resigned, ten of the fifteen Soviet republics declared or reaffirmed their independence (including Belarus and Moldova), and the Congress of People's Deputies dissolved the Soviet Union and itself after transferring state power to a transitional government.
In 1991 the country officially changed its name to the present day, Republic of Moldova declaring it's independence from the USSR. Moldova was to later join the Commonwealth of Independent States (CIS). In Parliamentary elections in 1998 the re-established Communist Party of Moldova won the largest share of seats, but without a majority, so a coalition Government was formed.
Moldova enjoys a favorable climate and excellent farmland. As a result, the Moldovan economy depends heavily on agriculture, featuring fruits, vegetables, vineyards, and tobacco. Moldova imports almost all of its supplies of energy. Oil, coal, and natural gas, are largely purchased from Russia. Energy shortages contributed to sharp production declines after the breakup of the Soviet Union in 1991. As part of an ambitious post Soviet reform effort, Moldova introduced a stable convertible currency, freed all prices, stopped issuing preferential credits to state enterprises, backed steady land privatization, removed export controls, and freed interest rates.
After a decade of deteriorating economic performance, Moldova has successfully stabilized its economy, launched structural reforms to stimulate growth, and begun the process of establishing an effective social protection system. While the Government has made notable progress in the macro economic and structural reform process in the last three years, a significant reform agenda remains. Today, Moldova is the poorest nation in Europe, having started out at independence as a middle-income country. With economic recovery only in its second year, poverty is still very high. Moldova has also become one of the region's most heavily indebted countries. The average Moldovan monthly salary for the year 2001 was approximately $45.00. Moldova's GDP per capita in 2001 was some US$ 407, or about half of the 1995 figure, which is significantly below the average for the CIS and Central European countries. Income inequality is high as are the disparities between large cities and the rest of the country. The 1998 regional financial crisis significantly exacerbated Moldova's external indebtedness. Total external debt increased from virtually zero at the beginning
of the 1990s to over US$1.2 billion (or 83 percent of GDP) at end-2001, of which 77 percent was public and publicly guaranteed debt. Additionally, there remain outstanding external arrears on energy imports to foreign suppliers (mostly Gazprom) estimated at US$298 million (or 20 percent of GDP).
Moldova's economic performance during the past three years has been positive, benefiting from favorable external factors, prudent fiscal and monetary policies, and structural reforms in the agricultural and energy sectors. Increased investment and demand for exports contributed to an acceleration of GDP growth from -3.4 percent in 1999 to 2.1 and 6.1 percent, respectively, in 2000-01. Inflation fell from 39 percent in 1999 to a single digit rate of 6.4 percent at the end of 2001. This, combined with increased workers' remittances and direct investments, helped stabilize the exchange rate which stood at 36 percent of its 1997 level. The Moldovan currency depreciated by 3.7 percent in real terms during 2000-2001. The current account balance has stabilized, although its vulnerability to external shocks remains high as the economy is highly dependent on export commodities and markets, and on energy imports. Due to limited domestic financing, the deficit is financed mostly by direct foreign investment.
Since Moldova joined the World Bank in 1992 and the International Development Association (IDA) in 1994, Bank lending has provided consistent support for the country's economic reform program. Early lending focused on providing adjustment support, strengthening the private sector in both the agriculture and enterprise sectors, and improving the economic and financial management of the energy sector.
The 1999 - 2001 Country Assistance Strategy focused on three inter-related objectives: macroeconomic stability and growth, private sector development, and public sector reform. The strategy gave priority to achieving a stable macroeconomic framework linked to key structural reforms to create the basis for growth in an open market economy. Support was provided in agriculture, enterprise and energy to stimulate a supply response and promote private sector-led growth.
These objectives continue to frame the key development challenges for Moldova under the broad goal of poverty reduction. A major objective of the Bank is to support the country's efforts to prepare the Poverty Reduction Strategy Paper. In this context, it will support Government's actions to sustain sound macroeconomic policies building on the successful stabilization efforts of recent years. Key among these is maintaining a fiscal stance which is consistent with low inflation, and maintaining social expenditures at current levels in real terms, while improving their targeting and efficiency by rationalizing excess facilities and staffing.
The Bank continues to support the development of the private sector to further strengthen the role of market forces in the economy.
Another important area that will be supported is the public sector reform that includes public administration reform and a merit-based civil service with concomitant salary reforms. Public expenditure reforms, including strategic planning, expenditure rationalization, expenditure monitoring and a robust audit function are also important measures.
Moldovan Agriculture
The Moldovan agriculture stratum is diversified, with contrasting geographical features. The relief consists of hills, deep river valleys and depressed plains. The highest altitude is 430 meters above sea level. According to Koeppen's classification, the country has a combination of cold, temperate and dry types of climate, depending on the location. Annual precipitation ranges from 500-550 millimeters in the North, to 450 millimeters in the centre and 350 millimeters in the South. Distribution of precipitation is uneven, resulting in frequent droughts; moisture deficits and frost affect adversely certain crops; and torrential rains in the warm period cause soil erosion.
Arable land and permanent crops cover approximately 2.7 million hectares ("ha"), One hectare equals 2.471 acres, most of which is on Chernozem soil, rated among the most fertile soils of the world, with organic matter up to 5 percent; pastures and forests cover about 0.4 million ha each.
After independence was declared, the land was privatized, and ownership distributed to eligible citizens. The average family was entitled to plots of between 1.5 and 2.5 ha. At the end of 2000, 82% of the agricultural land was in private ownership. Four categories of farming businesses emerged: (i) small individual farmers; (ii) individual commercial farmers; (iii) farmers in associations with close relatives; and (iv) farmers in large groups or cooperatives (from less than 10 farmers to large, joint-stock companies). The last category comprises either groups formed spontaneously and taking decisions by mutual agreement, or segments of old collectives that retain some efficiency but meet new types of managerial problems and cash flow problems.
The minor size of many farms precludes the use of much modern agricultural machinery and advanced seed and analysis technologies; for that reason, manual labor and no technical advancement continues to be the norm, leading to poor efficiency and low profitability. To overcome these constraints, commercial farmers rent or lease the land from people who have retired or simply does not have the equipment needed to work the land. Two farmers' associations were created in 1996, with respectively 25,000 and 50,000 members, to defend the rights and interests of the private farmers. Successful cooperatives have also been established throughout the country.
The law for the Protection of Plant Varieties recognizes and protects rights certified by the grant of a variety patent. The authorities responsible for the legal protection of the varieties are: the National Council for Plant Varieties (for overall policy and authorization to use varieties); the State Commission for Variety Testing (for testing and maintaining the Register of Plant Varieties); and the State Agency for the Protection of Intellectual Property (for receiving requests, effecting registrations, publishing information and granting patents). New varieties must satisfy the DUS criteria. The breeder of a new variety has the right to an equitable remuneration of no less than 15% from any proceeds.
The 1991 Act of the UPOV Convention entered into force in respect of the Republic of Moldova. The Selectia Research Institute undertakes plant breeding activity for wheat, barley, (hybrid) sunflower, (hybrid) sugar beet with the co-operation of nine professional Moldovan agriculture businesses. Two varieties of winter wheat commonly grown in Moldova were developed at the Selectia Research Institute. The Porubeni Research Institute breeds maize. Both institutes are financed by the Ministry of Agriculture and Processing Industry (MAPI) and are linked to the Moldovan Academy of Science and Agriculture.
Agriculture represents the basis of the Moldovan economy, comprising 20 to 30 percent of GDP and provides seasonal employment for almost half of the population. Agricultural production accounts for 75 percent of the country's total exports in 2002. This specialization in agricultural production is due to favorable climatic conditions and higher than average chernozem soil fertility. Seventy-five percent of the total territory is agricultural land and over half of the population live in rural areas. Various products such as cereals, sunflowers, sugar beets, potatoes, vegetables, tobacco, fruits and grapes grow in Moldova. In 2000, harvest of cereals (principally wheat and corn) and legumes decreased 11 percent to 1,931 thousand tons from a year earlier. This was due to a lower average yield per ha. At the same time, sunflower yield increased 3 percent to 295 thousand tons, which was attributable to enlargement of cultivated areas. Weather conditions in 2000 were favorable to grapes and fruits. Output of fruits and berries increased from 136 thousand tons in 1999 to 255 thousand tons in 2000. Grape yield increased 50 percent to 701 thousand tons. Meat output decreased almost 20 percent, largely due to unfavorable livestock breeding conditions. Farm livestock of all kinds has been continuously declining, with the head count of pigs being the most affected. In 2000, the total number was 447 thousand pigs, down 35 percent from 1999.
Chernozem Soil
Moldova benefits from Chernozem soil (Russian for black earth). A fertile black soil that covers approximately 75 percent of Moldova's land area. The characteristic soil of the tall grass, temperate grassland biome is typically calcareous. The thick surface A-horizon is made up of dark humus with a fine granular or crumb structure, resulting from the activities of earthworms and other fauna. Humus is an organic matter that has decayed to a relatively stable, amorphous state. It is an important biological constituent of fertile soil. Humus is formed by the decomposing action of soil microorganisms (e.g., bacteria and fungi), which break down animal and vegetable material into elements that can be used by growing plants. Technically, humus, as the end result of this process, is less valuable for plant growth than are the products formed during active decomposition. Because of its low specific weight and high surface area, humus has a profound effect upon the physical properties of mineral soils with regard to improved soil structure, water intake and reservoir capacity, ability to resist erosion, and the ability to hold chemical elements in a form readily accessible to plants. The richness of humus in Moldovan soil is a result of a good relationship between input and output, the rapid growth of tall grass in the hot, moist spring and early summer encourages large organic inputs in the form of leaf and root decay. Light rainfall and high rates of evaporation result in only a mild degree of leaching and so the upper horizons are neutral or only
slightly acid bases such as potassium and nitrogen are moved downwards only slowly. In the summer this is compensated by the upward movement of capillary water bringing bases near the surface. The A-horizon is thus nutrient rich. The alternating dry and wet seasons immobilize iron and aluminum sesquioxides and clay in the upper horizon and this together with the large number of mixing agents, limits the formation of a recognizable B horizon. The upward movement of moisture in the summer causes calcium carbonate to be deposited, often in the form of nodules in the upper C-horizon. Chernozem is regarded as the optimum soil for agriculture as it is deep, rich in organic matter, retains moisture, and has an ideal crumb structure.
Going Concern -
The Company's financial statements for the nine months ended September 30, 2003 have been prepared on a going concern basis, which contemplated the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a net loss from operations of $10,538,502 since inception and a negative cash flow from operating activities of $1,039,239 since inception. Due to the net losses and negative cash flows from operating activities since inception, the Company may not be able to meet such objectives as presently structured. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (See Financial Footnote 15.)
Results of Operations -
During the nine months ended September 30, 2003, the Company generated Revenues of $1,312,567, as compared to revenues of $1,226,588 for the same period last year. Cost of sales for the nine months ended was $1,187,922 or 90% of revenues versus $1,154,134 or 94% for the same period last year. For the nine months ended September 30, 2003, the Company incurred a net loss of $(623,419) as compared to net loss of $(88,057) for the same period last year. As compared to the first nine months for same period last year, the Company's net loss increased by $535,362, this was due primarily to an increase in administrative expenses. The net loss for the nine month period included general and administrative expenses of $528,544 as compared to $168,113 for the same period last year. Other expenses for the nine months ended September 30, 2003, included depreciation expense of $16,680 as compared to $12,795 for the same period last year.
During the three months ended September 30, 2003, the Company generated revenues of $896,481, this compares to revenues of $664,067 for the same period last year. For the three months ended September 30, 2003, the Company experienced a net loss of $(79,676) as compared to net loss of $(43,287) for the same period last year. The increase in net loss was due to an increase of administrative expenses.
Management does not believe the company will generate any significant profit in the near future, as developmental, marketing costs and acquisition costs will most likely exceed any anticipated revenues.
Liquidity and Capital Resources -
The Company had authorized 100,000,000 shares of $0.0001 par value common stock, prior to 2002. In January, 2002, the Board of Directors approved an amendment to the articles of incorporation to increase the authorized shares of common stock from 100,000,000 to 500,000,000.
As of September 30, 2003, the Company's current liabilities exceeded its current assets by approximately $1,569,786.
During June 2003, the Company issued 300,000 options, with an exercise price of $.06 and a fair value of $29,739, to purchase 300,000 (360,000 post-split) shares of common stock to a consultant for full payment on a consulting invoice. The options were immediately exercised. As a result of the transaction, the Company has recorded a current charge to operations of $18,000 during the period ended September 30, 2003. Additionally, the Company recorded a current charge to operations of $11,739 for an impairment charge since the fair value of the options issued for these services was greater than the fair value of the services to be provided under the agreement.
Also during June 2003, the Company issued 200,000 options, with an exercise price of $.10 and a fair value of $20,000, to purchase 200,000 (240,000 post-split) shares of common stock to a consultant for full payment on a consulting invoice. The options were immediately exercised. As a result of the transaction, the Company has recorded a current charge to operations of $20,000 during the period ended September 30, 2003.
Also during June 2003, the Company issued 100,000 options, with an exercise price of $.10 and a fair value of $10,000, to purchase 100,000 (120,000 post-split) shares of common stock to a consultant for full payment on a consulting invoice. The options were immediately exercised. As a result of the transaction, the Company has recorded a current charge to operations of $10,000 during the period ended September 30, 2003.
Also during June 2003, the Company issued 1,550,000 options, with an exercise price of $.10 and a fair value of $155,000, to purchase 1,550,000 (1,860,000 post-split) shares of common stock to a consultant for full payment on a consulting invoice. The options were immediately exercised. As a result of the transaction, the Company has recorded a current charge to operations of $155,000 during the period ended September 30, 2003.
Also during June 2003, the Company issued 1,000,000 options, with an exercise price of $.05 and a fair value of $89,248, to purchase 1,000,000 (1,200,000 post-split) shares of common stock to a consultant for full payment on a consulting invoice. The options were immediately exercised. As a result of the transaction, the Company has recorded a current charge to operations of $50,000 during the period ended September 30, 2003. Additionally, the Company recorded a current charge to operations of $39,248 for an impairment charge since the fair value of the options issued for these services was greater than the fair value of the services to be provided under the agreement.
Hatte aber noch keine Zeit die mir genau anzuschauen.Allerdings hat horst oft einen guten Schnüffelriesen.Wenn man die kaufen will,dann wohl in usa,da Berlin bis dato null Umsatz macht.Da stehen 2 Mio.im bid zu 0,001.Aber es gibt kein Angebot zu Verkauf.Aber nicht vergessen,das am Freitag in USA auch nur 1Mio gegangen sind.
Schwierig,da kaum Umsatz.Sollte mehr Volumen reinkommen,dann geht es wahrscheinlich sehr schnell.Ich nehme sie mir mal auf die watchlist.
Grüße joker