UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

(X)  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934  (Fee Required)
For the fiscal year ended March 31, 1999
                         ----------------------------------
( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from                       to
                              -----------------------  -----------------------
Commission file number          0-16523
                      --------------------------------------------------------
                           Madera International, Inc.
                           --------------------------
                 (Name of small business issuer in its charter)
Nevada                                                  68-0318289
----------------------------------------   ------------------------------------
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

2600 Douglas Road, Suite 1004, Coral Gables, Florida                33134
-------------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)

Issuer's telephone number (305) 774-9411  Issuer's fax number (305) 774-9345
                         ----------------                     ---------------
Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                          Common stock, $.01 par value
-------------------------------------------------------------------------------
                                (Title of class)
     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act during  the  preceding  12
months and (2) has been  subject  to such  filing  requirements  for the past 90
days.
( ) YES (X) NO

     As of March 31, 1999,  88,350,924  common shares were  outstanding  and the
aggregate  market  value of the common  shares  (based  upon the average bid and
asked  prices  on  such  date)  of the  Registrant  held by  non-affiliates  was
approximately $6,000,000.

     Check if there is no disclosure  of  delinquent  filers in response to item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form IO-KSB
or any amendment to this Form IO-KSB. ( )

Revenues for the fiscal year ended March 31, 1999 totaled $3,492,407.
Documents incorporated by reference: See Item 13 hereof.

Total number of pages in this document:
                                        1
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

1. SUMMARY
   -------
     Madera International, Inc., a Nevada corporation, merged in February, 1994,
with Weaver Arms Corporation,  its parent  ("Weaver"),  with Weaver changing its
name to "Madera  International,  Inc"  ("Registrant").  The history of Weaver is
contained in prior 10 K's,  which history  includes the detailed  explanation of
Weaver's emergence from Chapter 11 proceeding as Madera International, Inc.

     In  July  1994,   Registrant   entered  into  an   agreement   with  Ramiro
Fernandez-Moris  and his  family to  acquire  assets  held by them in the family
owned  corporation  Forest  and  Environmental  Resources  of the  Amazon,  Inc.
("FEROA").  These  assets  consist  of  478,000  acres of  freely  owned  timber
producing  property in Brazil, as well as substantial  acreage and Peru that are
long  term  concessions.  The  value  of  these  properties  was  based  upon an
independent  third  party  appraisal  supplied  as  part  of the  due  diligence
procedure.  The value used is $27,000,000.  In addition to the real property,  a
working  sawmill was also  acquired as part of the  agreement.  This  sawmill is
located in Brazil, and is in operation.  It's appraised value is $2,200,000.  It
has a capacity  of 200 cubic  meters a day.  The final  part of the  acquisition
consisted of existing inventory of banac and cedar at cost of $630,000.

     The  consideration  for this  purchase  was  10,000,000  shares  of Class B
Preferred stock, convertible into a maximum of 15,000,000 shares of common stock
to be adjusted by any stock splits and subject to the  production of earnings of
$2,000,000  annually from the assets  acquired.  A finders fee was paid for this
acquisition  amounting to  approximately  five  percent (5%) of the  acquisition
value.  The Preferred  shares issued to the principals for this transaction have
been  converted  into Common shares as of March 3, 1996,  the  Preferred  shares
issued to the finders was converted during the fiscal year ended March 31, 1997.

     January 10, 1995,  Registrant  entered into a letter  agreement  with Ralph
Financial Corporation ("RFC"),  pursuant to which Registrant acquired the rights
to 400,000  hectares of timber  producing  properties  in Brazil in exchange for
12,000,000  newly issued shares of Series C Preferred  Stock with a stated value
of $1.00 per share.  Registrant  determined that the representations made by RFC
were not accurate.  Registrant rescinded the transaction as of December 15, 1995
(See Item 13.b.,  Reports on Form 8-K). The shares issued by Registrant for this
transaction  have been canceled and a judgment in favor of the registrant in the
amount of $200,000  plus legal fees has been obtained  against  Ralph  Financial
Corporation.

     On March 30, 1995,  Registrant  entered into a Timber  Concession  Purchase
Agreement  with Mandarin  Overseas  Investment  Co., Ltd.  ("Mandarin")  for the
acquisition  of a  twenty  three  and one half  percent  (23.5%)  interest  in a
mahogany  rich  concession in Peru.  The  Registrant  had certain  disputes with
Mandarin.  In the  resolution  of those  disputes,  the  Registrant  acquired an
additional  sixty  percent  (60%)  interest,  bringing  the  Registrant's  total
interest to 83.5%.  Then  subsequently,  due to the potential of this  property,
Registrant acquired an additional 14.5% bringing its total ownership to 98%. The
concession  encompasses  30,000 hectares and has approximately 400 million board
feet of  marketable  hardwood in reserve.  The  concession is for ten (10) years
with a renewable  option for an additional ten (10) years,  and a further option
to turn the  concession  into fee ownership for a minimal cost.  The  extraction
rights are approximately 270,000 cubic meters annually.

                                       2
<PAGE>
     The purchase price of this acquisition is one million five hundred thousand
dollars  ($1,500,000).  This amount has been paid with the exception of $423,750
that remains on the books as a liability  until stock is issued  converting  the
liability to equity.  The  Registrant's  Board of Directors  has deferred  stock
issuance until the properties value has been demonstrated  through production of
harvested product.

     In May,  1997,  Registrant  purchase an  additional  251,000 acres of prime
timberland close to its freely owned property in Brazil. This additional acreage
is destined for environmental programs that are being established by Registrant.
These  programs  will  be  conducted  in  a  wholly  owned  subsidiary,   Madera
International  Environmental,  Inc.  This  purchase  was  directly  from  Ramiro
Fernandez-Moris, CEO of registrant.

BUSINESS
--------
     Registrant specializes in the harvesting and exportation of timber products
from South America to buyers throughout the world. Registrant owns approximately
900,000 acres of prime timber  property in the State of Amazonas,  Brazil.  This
property has abundant  species of commercial  value,  including  Spanish  Cedar,
Banak and Marupa. Harvest is seasonal. Raw materials are transported by river to
the Company's mill, the Froeste Wood Saw Mill, located at Rua de Maio,  Benjamin
Constat,  Amazonas,  Brazil.  At the end of the March 31, 1998 fiscal  year,  an
inventory of  approximately  2 million  board feet of cedar,  marupa,  banak and
mahogany  in various  sizes of rough cut lumber as well as a large  quantity  of
mahogany logs awaiting processing.  Lumber is sold to established  customers who
are members of the National Hardwood Lumber  Association  (NHLA). The NHLA sales
code applies to  established  uniform  practices  in the conduct and  regulation
governing elements of all transactions.

     In May 1995,  Registrant  acquired  an  interest  in  approximately  30,000
hectares  of prime  timber  producing  property  in Peru.  This  land is rich in
mahogany, and revenues have begun and will continue to grow from this area.

     Madera  exercises  full  environmental  controls  in its  operations.  As a
result, limited harvesting has actually occurred, instead registrant is actively
purchasing  timber from other  producers  and  preserving  its  reserves.  Thus,
previously  distributed harvesting projections will not come into play until the
existing  supply from other  producers  begins to  diminish.  The timber is sold
throughout  the world to  wholesalers  and end users.  The selective  felling of
timber is supported  by a  reforestation  program,  which  includes  surveys and
forest  inventories,  and promotes  preservation and conservation of those areas
affected by the harvesting program.

     In order to realize the maximum return of its timber properties, Registrant
will be  required  to make a  substantial  investment  in its timber  operation.
Registrant  will be dealing with contract labor in the countries in which it has
properties, therefore, will have little responsibility for labor.

     Registrant's  management intends to balance the pursuit of profits with the
needs of the  fragile  environment.  Registrant  is  committed  to an  extensive
reforestation program,  planting more new trees than harvested. This will ensure
that every acre is fully restocked to guarantee a continual  supply of trees for
the future,  while  maintaining  the  precious  wildlife,  water  resources  and
ecosystem of the forest.



                                       3
<PAGE>
     Based on recent prices of comparable  lumber as that found on  Registrant's
property,  initial price  indicators  conservatively  estimated  sales prices of
$1.75  per  board  foot.  It  should  be noted  that  this is an  average  price
considering the mix of hardwoods  being marketed by Registrant.  These estimates
have proven valid and should  generate sales of $10 Million U.S. in Registrant's
near term years and building to $40 Million U.S.  annually in approximately  ten
years.

     As an adjunct to its  timber  business,  Registrant  has  embarked  upon an
aggressive campaign to market other products that are natural to the environment
in the  rainforest.  These  products  include  herbal  dietary  supplements  and
artifacts from the regions in which  operations  occur. A marketing  program has
begun for these  products,  but it is to soon to predict or project the results.
The effects of the  marketing  program  will be reported  throughout  the coming
fiscal year.

     Registrant's management has involved itself in the preparation for the year
2000  problem by taking the  following  steps:  First it will  update all of its
computer programs used in financial  preparations and system operations to those
designed to offset this potential problem; and, Secondly it will have tested its
computers to demonstrate compliance with any needs for that period. It should be
noted  that  its  field  operations  are not  dependent  in any way on  computer
functioning, therefore no effects of the Y2K problem are anticipated.


Employees
---------
     The  Registrant  has no  employees;  all services are  performed by outside
contractors   who  serve  as   officers/directors   (see  "ITEM  11.   EXECUTIVE
COMPENSATION").  Most of the  efforts of the  Registrant  will be  performed  by
contract labor in the particular country wherein the timber operations occur. It
is anticipated  that several hundred laborers will be employed by contractors in
each of the  countries  in which  the  Registrant  is  actively  harvesting  and
distributing timber and related products.

ITEM  2.  DESCRIPTION OF PROPERTY

     Registrant leases it's office space  (approximately 1,700 square feet) on a
two (2) year  lease at the rate of  $3,155.00  per  month.  The lease  runs from
August 1, 1996 through July 31, 2000. It is the intent of registrant to find new
facilities  upon  the  expiration  of its  lease.  Additionally  registrant  has
approximately  800,000 acres of timber  property in Brazil and Peru that it owns
in fee  ownership,  or as in Peru,  as  concessionaire.  These timber  producing
properties are capable of timber  production,  but only the Peru  properties are
actively in production at this time.

ITEM  3.  LEGAL PROCEEDINGS

     Wrights   Executives,   Inc.,   dba,   Beacon  Hill  Resources  vs.  Madera
     ---------------------------------------------------------------------------
International,  Inc., a Nevada  Corporation,  filed on February 7, 1995,  in the
-------------------------------------------
District  Court of the State of Nevada,  County of Cark,  Case No. A 342542 is a
matter whereby the plaintiff alleged that it was owed $125,736.03 resulting from
an agreement entered into by plaintiff and Forest and Environmental Resources of
the Amazon, Inc. ("FEROA"), pursuant to which the plaintiff agreed to loan FEROA
$70,137.00,  with interest to accrue at the rate of one and one-half  percent (1
1/2%) per month.  In furtherance  of the agreement,  FEROA executed a promissory


                                       4
<PAGE>
note in the  amount  of  $88,000.00  on July 2,  1988  in  favor  of  plaintiff.
Plaintiff  alleged that FEROA transferred all of its assets consisting of timber
properties and concessions to defendant, and that stock paid by the defendant in
consideration  of the  transfer  was not  transferred  to  FEROA,  but to Ramiro
Fernandez-Moris,  the chairman of FEROA,  resulting in FEROA becoming insolvent,
and unable to pay its obligation to the plaintiff. A Motion for Summary Judgment
against the Company was  substantiated  on November  27,  1995,  and the Company
ordered to pay the sum of $158,834.00  to the Plaintiff.  Registrant has settled
this  matter on behalf of  Registrant,  Ramiro  Fernandez-Moris  and FEROA.  The
settlement  is for  $171,500.00,  payable at a minimum of  $5,000.00  per month,
commencing May 1996, and  continuing  until the debt is paid off.  Plaintiff has
the option to convert into common stock at a 25% discount  from the bid price as
long as the bid price is $0.50 per share or higher.  This  option  applies  only
after the  stock  reaches a bid  price of  $0.50,  and may be  exercised  in any
portion  of the total  value.  This  claim was being  paid by  Registrant  until
Registrant's  Lawyers advised that the judgment was not properly issued at which
time  payments  were stopped and legal issues  again began.  The judgment  still
exists and the balance due is reflected in the financial statements.

     Registrant is presently under an informal  investigation being conducted by
the Securities and Exchange Commission.  Although Registrant has received notice
of the investigation, Registrant has no knowledge of the reason or cause for the
investigation  and is waiting for the results of the various inquiries to report
the reason.

     Subsequent to year end a lawsuit was filed against  Registrant and it's CEO
by Arthur Mintz,  a former  director.  The lawsuit  relates to loans made by Mr.
Mintz.  Registrant and it's CEO are vigorously  opposing the lawsuit and believe
that the evidence once  presented  will show that Mr. Mintz has not presented an
accurate picture.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters  submitted to a vote of security  holders  during the
year ended March 31, 1999.
























                                       5
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS

1.   MARKET INFORMATION
     ------------------
     The Company's  Common Stock has been trading in the NASDAQ  Bulletin  Board
since May 13,  1994.  There is no  established  public  trading  market  for the
Company's  Class A warrants  issued  under the Plan.  Bid and ask prices for the
Common  Stock  are  carried  electronically  on  the  National  Daily  Quotation
Service's Bulletin Board under the symbol "WOOD". The range of high and low bids
for the  Company's  Common Stock from the periods  indicated are as set forth in
the following table:

                        Fiscal Year Ended March 31, 1999
                        --------------------------------
Quarter       Range       Common Stock - Bid     Common Stock - Asked
-------       -----       ------------------     --------------------
      1        High                   0.12                         0.13
               Low                    0.09                         0.11
      2        High                   0.29                         0.31
               Low                    0.12                         0.15
      3        High                   0.15                         0.18
               Low                    0.11                         0.11
      4        High                   0.13                         0.14
               Low                    0.09                         0.11

-------------------------------------------------------------------------------

     Source:  Report dated 5/12/99 Real Time Quotes, from the National Quotation
Bureau, Incorporated, Cedar Grove, New Jersey

     (The  foregoing  information  is  believed  to  be  accurate,  but  is  not
guaranteed.) The quotations listed above represent prices between dealers and do
not  include  retail  mark-up,  mark-down  or  commission  and  there  can be no
assurance that they represent actual transactions.

     Cede & Co.is the clearing agent.

     There  is  presently  no  trading  market  of any  kind  for the  Company's
preferred stock or its warrants.


     As of March  31,1999,  in excess of 15,000,000  shares of the  Registrant's
common  Stock  were  eligible  for sale  under  Rule  144,  subject  to  certain
limitations  included  in such Rule.  In  general,  under Rule 144, a person (or
persons  whose  shares are  aggregated)  who has  satisfied  a one year  holding
period,  under certain  circumstances,  may sell within any three month period a
number of shares  which does not exceed  the  greater of 1% of the  Registrant's
then  outstanding  Common  Stock or the average  weekly  trading  volume of such
Common Stock during the four  calendar  weeks prior to such sale.  Rule 144 also
permits,  under certain  circumstances,  the sale of shares without any quantity
limitation  by a person who has satisfied a two-year  holding  period and who is
not, and has not been for the preceding  three  months,  an  "affiliate"  of the
Registrant.

                                       6
<PAGE>
     Class A and B warrants issued in connection with the Plan of Reorganization
of 1994  have  been  canceled  as a  result  there  are  presently  no  warrants
outstanding.  With the exception of convertible  preferred  stock,  there are no
other rights to purchase,  or any securities  convertible  into or  exchangeable
for,  shares of the Common Stock of the Company.  Registrant has two (2) classes
of Preferred  Stock  outstanding  which are  convertible  into common stock (see
"ITEM 1. DESCRIPTION OF BUSINESS - 1. SUMMARY").


     The Registrant  has granted  option rights to two parties,  The Wall Street
Group, Inc., for publicity purposes, and to M. H. Meyerson & Co., for investment
banking  services.  Registrant has requested that the option agreement with both
parties be terminated,  however, as of the date of preparing this document, they
had not been canceled.  There are no other  agreements to register any shares of
the Common  Stock of the  Registrant  under the  Securities  Act of 1933 for any
security holder.

II     HOLDERS
       -------
     As of June 30, 1999, there were  approximately  2,800 record holders of the
Registrant's  Common Stock. See  "Description of Securities."  This includes 529
direct holders and approximately 2,300 street holders.

III    DIVIDENDS
       ---------

     B.  Since  inception,  the  Registrant  has not paid any  dividends  on its
capital stock.

     B. The Registrant does not foresee that it will have the ability to pay any
dividends  on its capital  stock  during the fiscal year ending  March 31, 2000,
Management  however,  is contemplating the possible spin-off of its wholly owned
subsidiary,  Madera  International  Environmental,  Inc  as a  dividend  to  its
shareholders,  if this is approved  it will be  subsequently  announced.  At the
present time, the Registrant's anticipated working capital requirements are such
that it intends to follow a policy of retaining earnings in order to finance the
future   expansion  and  development  of  its  business.   See  "Description  of
Securities."

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

1.   PLAN OF OPERATION
     -----------------
     The Registrant has set up a network of brokers that are supplying potential
customers  for the  products to be shipped.  Upon receipt of approval of product
available  for  shipment,  Registrant's  staff will  inform  the  brokers of the
product's availability.  At that time, the brokers will inform customers and the
flow of product will begin.  It should be noted that all customers  that require
financing for shipments will be required to be approved by financiers before any
shipment is arranged.

     Regular  shipments  of timber  product  commenced  in 1997 to domestic  and
international  customers.  Registrant  now ships to a growing list of customers.
Inquiries from regulatory  authorities  has disturbed the shipment  process that
had begun.  Registrant has had to reestablish  the confidence that it's customer
base had and it is expected that this will take several months.


                                       7
<PAGE>
     Shipments of herbal  supplements  and artifacts have also begun.  These are
consumer  oriented  sales  that are  conducted  over  the  phone  and  internet.
Registrant  has  completed  and  instituted  its  Internet  Web Page  which  has
generated sales that are growing.

II.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       -----------------------------------------------------------
       AND    RESULTS OF OPERATIONS
       ----------------------------
     The  Registrant  continues to accumulate  inventory in Brazil and Peru. The
inventory now exceeds $4 Million.  Shipments have been slowed as a result of the
SEC investigation that has had an impact on the customer base of registrant.  It
is anticipated that regular shipments will not commence until this investigation
has been  concluded and the customer base is again  comfortable  in dealing with
Madera.  As a result of the slow down in shipments,  the inventory  continues to
grow.  It  is  anticipated  that  accumulated  inventory  will  be  turned  into
profitable sales during  subsequent  periods.  All  administrative  expenses are
being held to a minimum and will  continue in that manner with the  exception of
consulting  fees,  which  have  grown  but are now  stabilized.  The  shipments,
however,  continue to be dependent upon financing which the Registrant continues
to find difficult due to the foreign nature of the inventory.

     The producing properties now held by the Registrant encompass approximately
800,000 acres.

     The Registrant's working capital resources during the years ended March 31,
1998 and March 31, 1999 have been provided primarily from three sources: (1) the
efforts  of  the  Management  of  the  Registrant  in  bringing  capital  to the
Registrant  through  the use of  Private  Placements,  as well as  direct  loans
arranged by  Management,  (2) equity  conversions  arranged  by it's  investment
bankers, and (3) profitable operations.  The commitments from these sources have
led the Company to a working  capital  balance at March 31,  1998 of  $4,764,242
versus a working  capital  balance of  $4,613,123  at the 1999  fiscal year end.
Stock to be Issued and Loans from  Insiders,  presently  included in the working
capital  calculation,  will be converted  into equity in the coming fiscal year,
thus  potentially  improving  the working  capital for fiscal 2000. It should be
noted  that the cost of sales for the  fiscal  year  ended  March  31,  1999 was
significantly  larger than  previous  periods due to the high cost of  purchased
timber versus the cost of the same goods in previous periods this is in addition
to the increase in the cost of field operations and field travel.

     As  indicated  in  statements  above and in  audited  financial  statements
attached  hereto,  Registrant  is involved in an  informal  investigation  being
conducted by the Securities and Exchange  Commission,  "SEC",  staff.  This is a
fact finding effort by the staff of the SEC to determine that the properties are
represented  properly in the  financial  statements  as are the  operations  and
disclosures.  This  investigation has had an adverse effect on the operations of
Registrant  and there is no way of  knowing  when and if the  efforts of the SEC
staff will be  completed  and/or the results of their  efforts  fully  reported.
Registrant has attempted to fully disclose all data both good and bad and is not
aware of any wrong  doing or  lapses in this  disclosure  effort.  As  explained
above,  Registrant has changed accountants so as to have professionals  advising
it that do not have communications  problems that previously existed.  These new
accountants have visited Registrants  properties and operations in South America
and  are in the  process  of  recommending  changes  in  internal  controls  and
reporting  procedures that will insure compliance with fully disclosing  company
activities.

                                       8
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

     See Pages F-1 through F-15 attached hereto for copies of the audited annual
financial statements of the Company.

ITEM 8.  CHANGES  IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     The firm of Harlan & Boettger  resigned as auditors for Registrant and have
been replaced by Sanson, Kline,  Jacomino,  CPA's in Miami, Florida. This change
reflects the need of Registrant in having a  relationship  with an auditing firm
closer to its home base that has  knowledge of  operations  in Spanish  Speaking
environments.  There is a dispute with Harlan & Boettger related to a $4,000 fee
claimed by them and disputed by registrant. This fee relates to activities after
the completion of the audit and all audit fees were paid in full.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         Compliance With Section 16(a) of the Exchange Act.


                 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
                 -----------------------------------------------
      Name                        Age                          Position
      ----                        ---                          --------
Ramiro Fernandez-Moris             70        Chief Executive Officer, Director
Ramiro "Ray" Fernandez             45        Chairman of the Board, Vice
                                             President, Director
Roman Fernandez-Moris              43        President, Director
Regina Fernandez                   40        Secretary-Treasurer
                                             (Resigned after fiscal year)
Arthur Mintz                       58        Director (Resigned after
                                             fiscal year)


     Mr. Ramiro Fernandez-Moris produced lumber from family owned timberlands in
Cuba until he was forced  into exile by  Castro's  regime.  In 1962,  he founded
Karobi  Lumber  Company in  Florida,  trading  significant  amounts of Banak and
Mahogany logs from Colombia, Equador, and Brazil. In 1968, he organized Tropical
Lumber Company to expand  production to Brazil,  Peru,  and Bolivia.  During the
1962-1968,  1978-1985, and 1987-1989 periods, Mr. Fernandez-Moris was a supplier
for Georgia Pacific at various locations.  Mr.  Fernandez-Moris  was Chairman of
the Board and Treasurer of Forest & Environmental Resources of the Amazon, Inc.


     Mrs. Regina Fernandez,  born in Havana, Cuba, and a resident of Miami since
1960,  attended  Miami-Dade  Community College. In 1980, she joined the staff of
1st  Nationwide  Saving  and  in  1982  was  promoted  to  Operations   Manager,
responsible for the supervision of 23 employees. She was the only 1st Nationwide
Savings  employee in Florida to be honored in 1983 and 1984 for  outstanding job
achievements.  In 1985, Mrs. Fernandez was employed by Karobi Lumber,  where she
specialized in organization,  administration,  distributions, and financing, and
was assigned to South American  operations in Brazil, Peru and Bolivia. In 1992,
Mrs.   Fernandez  joined  World  Trade  Services,   heading  lumber  operations,
contracting  lumber sales and procurement from South America as well as domestic


                                       9
<PAGE>
suppliers.  In 1994, she was employed as a Commercial Expert for Bureau Veritas,
N.A., working closely with the international trading industry. On March 2, 1996,
Mrs.  Fernandez joined Madera as Secretary.  She resigned as Secretary after the
close of the fiscal year March 31, 1999.

     Mr. Ramiro (Ray) Fernandez-Moris, Jr. attended the National Hardwood Lumber
Association  Inspection  Training  School in 1976,  specializing in the study of
quality control and the technical  aspects of the lumber  business.  He has been
involved in lumber sales, trading, and marketing for many years.

     Mr. Roman Fernandez-Moris attended the National Hardwood Lumber Association
inspection  training  school in 1976.  He was a supervisor  for Pat Brown Lumber
Co.,  in  Roxboro,  North  Carolina  from 1977 to 1979.  From 1979 to 1984,  Mr.
Fernandez-Moris   was  an  exclusive   contractor  for  Kimball   International,
specializing  in the procurement of tropical  species.  From 1984 until 1986, he
was associated with Georgia Pacific in Savannah,  Georgia.  Mr.  Fernandez-Moris
was  Director  of  Field  Operations  in  Peru  for  Comercial  Maderara  during
1987-1992,  and  served as  President  and  Director  of Forest &  Environmental
Resources of the Amazon, Inc. from May 1993 until August 1994.


 ITEM 10.  EXECUTIVE COMPENSATION

     All executive officers as a group (5 persons) received no cash compensation
during the year. All  compensation  was paid by stock issuances  pursuant to S-8
Registration.
                              SALARIES OF OFFICERS
Name and Position        Paid to Consultant                 Amount Paid

Ramiro Fernandez-        Forest and                        $173,065
Moris,  Chief            Environmental
Executive Officer        Resources, Inc.;

                         and affiliates

                         Amazon Timber
Ramiro "Ray"             Consultants, Inc.                 $ 78,447
Fernandez, Chairman
of the Board

Roman Fernandez-         Croft Investments,                $ 77,091
Moris, President         Inc.

Regina Fernandez,        Friends of the                    $ 40,578
Secretary                Rainforest, Inc.



     Except for the Stock Option Plan described below, the Company does not have
any formal bonus plans,  stock  option plans or any other  similar  compensation
plans for its executive officers.

     Directors of the Company do not receive any  compensation for attendance at
meetings of the Board of Directors.

     In June 1994,  the  Company  adopted a stock  option  plan (the  "Plan") to
attract and retain qualified persons for positions of substantial responsibility
as officer,  directors,  consultants,  legal  counsel,  and other  positions  of

                                       10
<PAGE>
significance  to the  Company.  The  adoption  of the Plan was  ratified  by the
Company's  shareholders  August 1994,  at the Company's  next Annual  Meeting of
Shareholders. The Plan provides for the issuance of both Incentive Stock Options
and Non-Qualified Stock Options. The Plan, which is administered by the Board of
Directors,  provides  for the  issuance of a maximum of two million  (2,000,000)
options to purchase  shares of common  stock at the market  price on the date of
grant.  Such  options  are  exercisable  over a 10 year  period from the date of
grant. Each option lapses, if not previously exercised,  on the 10th anniversary
of the date of grant or 90 days after the optionee has terminated his continuous
activity  with the  Company,  except that if his  continuous  activity  with the
Company  terminates by reason of his death, such option of the deceased optionee
may be  exercised  within one year after the death of such  optionee,  but in no
event later than five years after the date of grant.  Options  granted under the
Plan to Company employees may not be sold,  pledged,  assigned or transferred in
any  manner  otherwise  than by will or the  laws of  descent  or  distribution.
Options  granted under the Plan to persons who are not Company  employees may be
sold,  pledged,  assigned,  or  transferred to other persons who, at the time of
such sale, pledge, assignment or transfer, qualify as optionees under the Plan.

Compliance with Section 16(a) of Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity  securities to file with the Securities
and Exchange  Commission  initial reports of ownership and reports of changes in
ownership  of Common  Stock  and  other  equity  securities  of the  Registrant.
Officers,  directors and greater than ten percent  stockholders  are required by
SEC regulation to furnish the Registrant and Exchange with copies of all Section
16(a) forms they file. These filing requirements have not been satisfied.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The following table sets forth certain information as of June 15, 1999 with
respect to the  beneficial  ownership of the  Registrant's  Preferred  Stock and
Common  Stock,  par value  $.0l per  share,  by  holders  of more than 5% of the
Registrant's  Common  stock,  by each  director  and  executive  officer  of the
Registrant, and by all directors and officers of the Registrant as a group.

      Name of Beneficial Owner         Number of Shares        Percent of
             and Class                    Beneficially         Class
                                       Owned       (1)            (2)   (3)
Preferred Stock
---------------
Ramiro Fernandez-Moris (1)                    1,000,000         100.00%

Common Stock
------------
Ramiro Fernandez-Moris (1)                    9,000,000          10.12%

Regina Fernandez (1)                                  0           0.00%

Roman Fernandez-Moris (1)                             0           0.00%

Ramiro (Ray) Fernandez-Moris, III (1)                 0           0.00%

Arthur Mintz (Resigned as Director)             unknown

                                       11
<PAGE>
All Directors and Officers as a group
(5 individuals)

Class D Preferred Stock (3)                   1,000,000         100.00%

Common Stock                                  9,000,000          10.12%



(1) Unless otherwise  indicated,  all shares are beneficially owned and the sole
voting and investing  power is held by the person named in the table above.  The
address for each beneficial holder is c/o the Company

(2) Based upon 88,905,669 shares of Common Stock  outstanding.  See "Description
of Securities.

(3) The Preferred  Stock,  owned  beneficially,  is convertible  into 51% of the
common  stock   outstanding   in  a  formula  that  includes  the  common  stock
beneficially owned. This conversion can take place only under circumstances that
cause a potential shifting of control.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Beginning  in  July,  1994  upon  the  acquisition  of  property  from  the
Fernandez-Moris  family,  this  family  has  gradually  assumed  control  of the
Registrant  and is now the  controlling  shareholder  and also in control of the
operations  of the  Registrant.  Additionally,  as required by any negative cash
flows,  the  family  has  consistently  provided  funding  for  the  operations.
Additional  properties  have  been  acquired  from the  family  at  their  cost,
subsequent to the original  acquisition,  which was an arms length  transaction.
These  transactions  are reported in other  sections of this document as well as
the Financial Report of the independent accountants.

     Certain  relationships  that existed  prior to the  Fernandez-Moris  family
assuming  control of the Registrant have been  previously  reported in past 10 K
Reports.  These relationships no longer exist and have not existed for more than
one (1) year.

     Ramiro Fernandez-Moris, President and principal shareholder beneficially of
the Registrant has received  1,000,000  shares of Class D Preferred Stock of the
Registrant.  The  Certificate  of  Designation as filed with the State of Nevada
states that this class of Preferred Stock allows the holder the right to convert
it into a fifty one (51) percent control factor of the voting Common Stock.  The
conversion period is for five (5) years and can only be done in the event of any
of the following: Sale of the Company, Retirement of Ramiro Fernandez-Moris, The
termination of Ramiro  Fernandez-Moris  without cause,  or the expiration of the
five year  period.  These  conversion  privileges  were made to  protect  Ramiro
Fernandez-Moris  who placed his assets  into the  Registrant  at a time when the
stock was selling at a much higher price and to reflect that the existing market
value is lower than the fair market value of the underlying assets.








                                       12
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

a.        The following documents are filed as part of this report:
NONE


                                                            Page
(1)       Financial Statements -

  Report of Independent Accountants                         F-1

  Balance Sheet at March 31, 1998                           F-2

  Statement of Operations for the Years Ended               F-4
  March 31, 1998 and 1997

  Statement of Changes in Stockholders' Equity              F-5
  for the Years Ended March 31, 1998, and 1997

  Statement of Cash Flows for the Years Ended               F-6
  March 31, 1998 and 1997

  Notes to Financial Statements                     F-7 -F-15

(2)       Exhibits to this report are as follows:

 Ex. No.  Description of Document
 ------   -----------------------

b.        Reports on Form 8-K - fourth quarter ended
          ------------------------------------------
NONE


























                                       13
<PAGE>
                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of
         1934, the registrant caused this registration statement to be
            signed on its behalf by the undersigned, thereunto duly
                                  authorized.

                           MADERA INTERNATIONAL, INC.

Dated:    March   , 2000
      --------------------

By: /s/ Ramiro Fernandez-Moris
    ---------------------------------------------------------
        Ramiro Fernandez-Moris, Chief Executive Officer

    In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

   Signature                          Title                        Date
   ---------                          -----                        ----

/s/ Ramiro Fernandez-Moris       CEO, Director                 March 6,2000
--------------------------                                     ------------
Ramiro Fernandez-Moris
(Principal Executive Officer
and Principal Financial Officer)
Director, and Chairman of the Board

/s/ Roman Fernandez-Moris        President, Director           March 6,2000
-------------------------                                      ------------
Roman Fernandez-Moris


/s/ Ramiro (Ray)Fernandez        Vice Pres, Director           March 6,2000
-------------------------        Chairman of the Board         ------------





















                                       14
<PAGE>




















                       FINANCIAL STATEMENTS AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                   MADERA INTERNATIONAL, INC. AND SUBSIDIARIES

                             March 31, 1999 and 1998
































                                       15
<PAGE>

Sanson, Kline, Jacomino
         & Company, LLP
Certified Public Accountants
                                                             Tel. (305) 442-2470
LeJeune Centre 782 N.W. LeJeune Road - Suite 650 -            Fax (305) 442-2850
Miami, Florida 33126


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Madera International, Inc. and Subsidiaries

     We have audited the  consolidated  balance  sheet of Madera  International,
Inc.  and  subsidiaries,  as of March 31,  1999 and the  related  statements  of
operations  and cash flows and  stockholders'  equity  for the year then  ended.
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 conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  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 audit provides a reasonable basis for our opinion.

     The consolidated  financial  statements of Madera  International,  Inc. and
subsidiaries  as of March 31, 1998 were audited by other  auditors  whose report
dated June 10, 1998, expressed an unqualified opinion on those statements.

     As discussed in Note L to the  financial  statements,  the  Securities  and
Exchange  Commission  (SEC) has ordered a private  investigation  of the Company
that alleges,  among other things,  that the Company may have filed reports with
the SEC which contained untrue  statements of material facts or may have omitted
facts with respect to the accuracy of the Company's  financial  statements.  The
Company denies all  allegations in this matter.  However,  it is not possible to
project at this time the ultimate outcome of this  investigation and what impact
it could have on the Company's consolidated financial statements.

     In our opinion,  the financial statements referred to above present fairly,
in  all  material  respects,  the  consolidated  financial  position  of  Madera
International, Inc. and Subsidiaries as of March 31, 1999 and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

/s/ Sanson, Kline, Jacomino & Company, LLP


Miami, Florida
February 17, 2000



                                       16
<PAGE>
                   Madera International, Inc. and Subsidiaries


                           CONSOLIDATED BALANCE SHEET

                                 March 31, 1999






                                     ASSETS

CURRENT ASSETS
  Cash                                                         $         8,996
  Accounts receivable, less allowance for doubtful
   accounts of $13,000 (Notes A-11 and B)                            1,238,155
  Inventory (Notes A-6 and C)                                        4,569,328
                                                                     ---------
         Total current assets                                        5,816,479

PROPERTY AND EQUIPMENT - AT COST (Notes A-7 and D)                   2,149,492

OTHER ASSETS
  Investment in timber producing property (Note E)                  27,972,394
  Other investments (Note F)                                         1,500,000
  Deposits                                                               6,567
                                                                    ----------
                                                                    29,972,394
                                                                    ----------
                                                                   $37,444,932
                                                                   ===========




















     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-2

                                       17
<PAGE>
                  Madera International, Inc. and Subsidiaries

                      CONSOLIDATED BALANCE SHEET- CONTINUED

                                 March 31, 1999






                                   LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued expenses                      $     290,425
  Income taxes payable (Notes A-4 and H)                            28,000
  Notes payable- related parties (Note G)                          461,181
                                                             -------------

        Total current liabilities                                  779,606

STOCK SUBSCRIPTIONS PAYABLE (Note F)                               423,750

COMMITMENTS AND CONTINGENCIES
 (Note L)                                                                -

STOCKHOLDERS' EQUITY (Note I)
  Preferred stock, convertible Series D $.0.01 par value,
   100,000,000 shares authorized, 1,000,000 shares
   issued and outstanding                                           10,000
  Preferred stock, convertible Series E $0.01 par value,
   100,000,000 shares authorized, 2,000,000 shares
   issued and outstanding                                           20,000
  Common stock, $0.01 par value, 250,000,000 shares
   authorized, 88,350,924 shares issued and outstanding            883,509
  Additional paid-in capital                                    38,945,136
  Accumulated deficit                                           (3,617,069
                                                                ----------
                                                                36,241,576
                                                                ----------
                                                               $37,444,932
                                                               ===========











     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3

                                       18

<PAGE>
                  Madera International, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                          For the year ended March 31,


                                                 1999                 1998
                                                 ----                 ----
Net sales (Notes A-5 and A-11)             $   3,492,407       $    4,494,803

Cost of sales                                  3,228,382            2,073,421
                                            ------------        -------------
         Gross profit                            264,025            2,421,382

Operating expenses (Notes A-7, A-9 and I)
   Legal and professional fees                    56,478              375,633
   Field operations and travel                   339,200               84,463
   Administration and other costs                369,579              415,322
   Depreciation                                   69,645               68,917
   Consulting-related party                      555,436              225,995
   Bad debts                                      17,200               58,500
                                             -----------         ------------
                                               1,407,538            1,228,830
                                             -----------         ------------
          Operating profit (loss)             (1,143,513)           1,192,552

Other expenses
   Interest expense                              (50,284)             (26,882)
                                             -----------         ------------
                                                 (50,284)             (26,882)
                                             -----------         ------------
          Earnings (loss) before income taxes (1,193,797)           1,165,670

Income taxes (Notes A-4 and H)                      -                  28,000
                                             -----------         ------------
          Net earnings (loss)             $   (1,193,797)      $    1,137,670
                                             ===========         ============
Earnings (loss) per common share
 (Notes A-3 and K)                        $        (.015)      $         .017
                                             ===========         ============
Weighted average common shares outstanding    80,518,822           68,493,582
                                             ===========         ============
Fully diluted earnings (loss) per common share $   (.011)      $         .013
                                             ===========         ============
Weighted average fully diluted shares
                              outstanding    109,358,429           90,662,473
                                             ===========         ============





     The accompanying notes are an integral part of these consolidated financial
statements

                                      F-4

                                       19
<PAGE>
                   Madera International, Inc. and Subsidiaries
 .
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

             For the two-year period April 1, 1997 to March 31, 1999
<TABLE>
<S>                             <C>             <C>       <C>           <C>        <C>           <C>             <C>
                                    Preferred Stock            Common Stock         Paid-in     Accumulated
                                Shares          Amount    Shares         Amount     Capital       Deficit         Total
                                ----------------------    ---------------------    -----------  -----------      --------
BALANCE AT
 APRIL 1, 1997                  1,000,000      $10,000    61,567,019   $615,669   $37,459,642   $(3,560,942)    $34,524,369

  Issuance of stock for
   cash                              -            -        3,000,000     30,000       170,000          -            200,000

    Issuance of stock for
     services (Notes A-8
      and I)                         -            -        6,338,650     63,387       332,863          -            396,250

    Issuance of stock for
     investment (Notes A-8
     and E)                          -            -        2,000,000     20,000       180,000          -            200,000

    Net earnings                     -            -             -          -             -        1,137,670       1,137,670
                               ----------    ----------   -----------   -------    -----------    ---------      ----------

BALANCE AT
  MARCH 31, 1998                1,000,000       10,000    72,905,669    729,056    38,142,505    (2,423,272)     36,458,289

    Issuance of stock for
     services (Notes A-8
     and I)                     2,000,000       20,000    12,345,255    123,453       358,631          -            502,084

    Issuance of stock for
     relief of debt (Notes
     A-8 and I)                      -            -        3,100,000     31,000        444,000         -            475,000

    Net loss                         -            -             -          -              -      (1,193,797)     (1,193,797)
                              -----------     ---------  -----------    -------    -----------    ---------      ----------
BALANCE AT
 MARCH 31, 1999                 3,000,000      $30,000    88,350,924   $883,509    $38,945,136  $(3,617,069)    $36,241,576
                                =========       ======    ==========    =======     ==========    =========      ==========
</TABLE>









     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-5

                                       20
<PAGE>
                   Madera International, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                          For the year ended March 31,

                                                     1999               1998
                                                   --------           -------
Cash flows from operating activities
  Net earnings (loss)                            $(1,193,797)       $1,137,670
  Adjustments to reconcile net earnings (loss)
   to net cash provided by operating activities
     Stock issued for services rendered              502,084           396,250
     Recognized loss on impairment of assets            -              205,000
     Allowance for bad debts                          17,200            58,500
     Depreciation                                     69,645            68,917
     Change in assets and liabilities
       (Increase) decrease in accounts receivable  1,785,768        (2,249,073)
       Increase in inventory                      (1,447,350)         (346,060)
       Decrease in other receivables                   2,000            29,882
       (Increase) decrease in other assets              (773)           15,000
       Increase (decrease) in accounts payable
         and accrued expenses                         25,525           (14,262)
       Increase income taxes payable                    -               28,000
                                                 -----------        ----------
         Net cash used in operating activities      (239,698)         (670,176)

Cash flows from investing activities
  Investments in timberland                             -              (31,394)
  Purchases of property and equipment                 (3,278)           (3,500)
                                                 -----------        ----------
         Net cash used in investing activities        (3,278)          (34,894)

Cash flows from financing activities
  Proceeds from related party debt                   211,606           166,895
  Proceeds from letter of credit                        -              165,000
  Payments on related party debt                      (6,820)          (34,000)
  Proceeds from issuance of common stock                -              200,000

         Net cash provided by financing activities   204,786           497,895
                                                   ---------         ---------
         NET DECREASE IN CASH                        (38,190)         (207,175)

Cash at beginning of year                             47,186           254,361
                                                ------------        ----------
Cash at end of year                            $       8,996       $    47,186
                                                ============        ==========






     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-6

                                       21
<PAGE>
                   Madera International, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 1999 and 1998


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Nature of Operations
     --------------------
     Madera  International,  Inc., a Nevada  corporation  (formerly  Weaver Arms
Corporation) emerged from Chapter 11 Bankruptcy proceedings on January 21, 1994.
The Company includes two  subsidiaries:  Asseradora  Itaya,  Inc.  ("Itaya"),  a
Peruvian   corporation,   and   Madera   International    Environmental,    Inc.
("Environmental"),   a  Nevada  corporation,   together  ("the  Company").   All
significant  intercompany  transactions  and amounts have been eliminated in the
consolidating process.

     The  Company,  in  conjunction  with Itaya,  is engaged in the  harvesting,
milling and  exporting  of timber  from South  America.  The  Company  sells its
products to major lumber distributors throughout the United States.

     Environmental  is dedicated to the  conservation of the Amazon Rain Forest.
Through  its three  programs  1) own a tree,  2) replant a tree and 3) replant a
seedling  for  kids,  Environmental  manages  and  replant  virgin  and  cleared
timberland in the Brazilian  Amazon  Region.  These programs will safeguard this
region from any commercial exploitation including farming,  ranching, mining and
logging or the removal of any fauna or flora for any purpose.

2.  Estimates
    ---------
     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and reported  amounts of revenues and expenses  during the reporting
periods.  Actual  results  could  differ  from those  estimates.  The  Company's
significant  estimates at March 31, 1999 and 1998 are  property  and  equipment,
investments, and stock issued for services.

3.   Earnings Per Share
     ------------------
     Earnings per share are provided in accordance  with  Statement of Financial
Accounting  Standard No. 128 (FAS No. 128)  "Earnings Per Share." Basic earnings
per share are computed by dividing earnings available to common  stockholders by
the weighted  average  number of common  shares  outstanding  during the period.
Diluted earnings per share reflect per share amounts that would have resulted if
dilutive  potential  common stock had been  converted to common stock.







                                       F-7

                                       22
<PAGE>
                  Madera International, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998

NOTE A - Continued

4.   Income Taxes
     ------------
     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 109 (SFAS  109),  "Accounting  for  Income  Taxes." A
deferred  tax  asset  or  liability  is  recorded  for  all net  operating  loss
carryforwards  and temporary  differences  between  financial and tax reporting.
Deferred tax expense  (benefit)  results from the net change  during the year of
deferred tax assets and  liabilities.  The  components of the deferred tax asset
and liability are  individually  classified as current and non-current  based on
their characteristics.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
opinion of  management,  it is more likely than not that some  portion or all of
the  deferred  tax  assets  will  not  be  realized.  Deferred  tax  assets  and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.

5.   Revenue Recognition
     -------------------
     Revenues are recognized in the period in which lumber is shipped by freight
on board (FOB) shipping point in South America.

6.   Inventory
     ---------
     Inventory is stated at the lower of cost or market.  Cost is  determined by
the first-in, first-out method.

7.   Property and Equipment
     ----------------------
     Property and equipment are stated at cost or estimated fair market value on
the date of  acquisition.  Depreciation  is provided over the  estimated  useful
lives of the respective assets on the  straight-line  basis ranging from five to
forty  years.  The  Company's  policy is to  evaluate  the  remaining  lives and
recoverability in light of current  conditions.  It is reasonably  possible that
the Company's  estimate to recover the carrying amount of property and equipment
will change.

8.   Nonmonetary Transactions
     ------------------------
     The Company  records  nonmonetary  transactions  in accordance  with APB-29
"Accounting  for  Nonmonetary   Transactions"   and  SFAS  123  "Accounting  for
Stock-Based  Compensation."  The transfer or distribution of a nonmonetary asset
or  liability  is based on the fair  value  of the  asset or  liability  that is
received or surrendered, whichever is more clearly evident.





                                      F-8

                                       23
<PAGE>
                  Madera International, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998

NOTE A - Continued

9.   Advertising Costs
     -----------------
     Advertising costs are generally expensed as incurred.  Advertising  expense
included in administrative and other costs were $79,074 for the year ended March
31, 1999.

10.  Cash Equivalents
     ----------------
     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.

11.  Concentrations
     --------------
     The Company sells a substantial  portion of its product to three customers.
Sales to these customers  accounted for 90% and 85% of total sales for the years
ended  March 31, 1999 and 1998,  respectively.  Accounts  receivable  from these
customers were approximately $1,211,000 at March 31, 1999.

12.  Fair Value of Financial Instruments
     -----------------------------------
     The following  methods and assumptions were used by the Company to estimate
the fair values of financial instruments as disclosed herein:

     Cash and cash  equivalents:  The carrying  amount  approximates  fair value
because of the short period to maturity of the instruments.

     Short-term  borrowings:  The carrying amount  approximates fair value since
the debt is estimated  based on the interest  rates for the same or similar debt
offered  to the  Company  having  the same or similar  remaining  matuities  and
collateral requirements.

NOTE B -  ACCOUNTS RECEIVABLE

     Accounts  receivable  represent  amounts  due from sales of timber.  In the
normal course of business,  the Company extends unsecured credit to distributors
located in California and Florida.  Credit is extended based on an evaluation of
the customer's  financial  condition.  Collection of invoices  typically  occurs
between six and nine months of shipment.

     Accounts  receivable  at March 31,  1999  includes  $379,280  from  related
corporations.  Sales to related  corporations  were  $363,975 for the year ended
March 31, 1999.  Subsequent to March 31, 1999,  these related party  receivables
were reduced by $339,381  through a reduction of notes payable-  related parties
(see Note G).




                                      F-9

                                       24
<PAGE>
               Madera International, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998

NOTE C - INVENTORY

     Inventory  as of March 31,  1999  consists  of  varying  sizes of rough cut
mahogany  and cedar  lumber  awaiting  customer  orders,  and herbs raw material
inventory.

     Inventory consists of the following at March 31, 1999:

         Lumber
           Raw materials                                     $3,089,447
           Finished goods                                     1,265,787
         Herbs
           Raw materials                                        214,094
                                                              ---------
                                                             $4,569,328
                                                              =========

NOTE D - PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows at March 31, 1999:

         Idle property (Sawmill in Brazil)                   $2,395,000
         Office furniture and equipment                          24,863
                                                              ---------
                                                              2,419,863
         Less accumulated depreciation                         (270,371)
                                                              ---------
           Property and equipment, net                       $2,149,492
                                                              =========
NOTE E - INVESTMENT IN TIMBER PRODUCING PROPERTY

     The  Company  acquired  approximately  700,000  acres of  timber  producing
property in Brazil from Ramiro  Fernandez-Moris and his family. In addition, the
Company acquired approximately 75,000 acres of timber producing property in Peru
through long-term concessions.  Management has used an appraisal to estimate the
fair value of this  investment.  It is reasonably  possibly that a change in the
estimate will occur in the near term.

     On May 16, 1997,  the Company  entered into an agreement with various small
land owners in Brazil to purchase 251,000 acres of timber producing  property to
be used for the  operations of Madera  Environmental  construction  program.  In
consideration  for the asset  acquired,  the Company paid  $441,000  through the
private  placement of 2,000,000 common shares valued at $200,000,  issuance of a
$241,000  note  payable  to a related  party  (Note G).  Management  has used an
appraisal  to  estimate  the fair  value of this  investment.  It is  reasonably
possible that a change in the estimate will occur in the near term.




                                      F-10

                                       25
<PAGE>
                   Madera International, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998


NOTE F - OTHER INVESTMENT

     In April 1995 the Company entered into an agreement with Mandarin  Overseas
Investment Co., Ltd.  (Mandarin),  a company  incorporated under the laws of the
Turks and Caicos Islands, to acquire 98% of the outstanding shares of Asseradora
Itaya (Itaya), a subsidiary of Mandarin. Asseradora Itaya is the owner of timber
concessions  in  Peru,   consisting  of  30,000  hectares  of  timber  producing
properties.  The concession is for ten (10) years with a renewable option for an
additional ten (10) years,  and a further option to turn the concession into fee
ownership for a minimal cost. The  extraction  right are  approximately  270,000
cubic meters annually.

     Pursuant to the purchase  agreement,  the Company and  Mandarin  agreed the
purchase  price shall be  $1,500,000.  During the year ended March 31, 1996, the
Company issued  5,070,000  shares of its common stock with a value of $1,064,250
as part of this  transaction.  In  addition,  the  Company is  negotiating  with
Mandarin the additional number of common shares to be issued as final payment of
$423,750  for this  transaction.  The  $423,750 is  reflected  in the  financial
statements of the Company as a liability at March 31, 1998.  Management has used
an  appraisal to estimate the fair value of this  investment.  It is  reasonably
possible that a change in the estimate will occur in the near term.

NOTE G - NOTES PAYABLE- RELATED PARTIES

Notes payable- related parties at March 31, 1999 are summaries as follows:

     Notes payable to President of the Company bearing
     interest at 9% per annum, unsecured, principal and
     interest due and payable on demand or within one year.          $241,000

     Notes payable to consultant of the Company, note
     bearing interest at 9% unsecured; principal and interest
     due and payable on demand or within one year.                    191,381

     Notes payable to vice-president of the Company bearing
     interest at 9% per annum, unsecured, principal and interest
     due and payable on demand or within one year.                     28,800
                                                                      -------
                                                                      461,181
     Less current portion                                             461,181
                                                                      -------
     Notes payable- related parties, net of current portion          $   -
                                                                      =======






                                      F-11

                                       26
<PAGE>
                  Madera international, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998


NOTE H - INCOME TAXES

     The Company's total deferred tax asset as of March 31, 1999 consists of the
following:

      Deferred tax asset
        Net operating loss carryforwards                        $1,053,000
        Valuation allowance                                     (1,053,000)
                                                                 ---------
            Net deferred tax asset                           $        -
                                                                 ---------

     The valuation  allowance increased $397,000 during the year ended March 31,
1999.

     As of March 31, 1999,  the Company had net  operating  loss  carryforwards,
before any limitations, which expire as follows:

    Year Ending March 31,                                          Federal
    ---------------------                                         ---------
            2010                                                $   84,021
            2011                                                 1,688,095
            2012                                                    99,860
            2013                                                 1,222,537
                                                                 ---------
                                                                $3,094,513
                                                                 =========

NOTE I - STOCKHOLDERS' EQUITY

Preferred Stock
---------------
     During the year ended March 31, 1997, the Company issued  1,000,000  shares
of convertible Series D preferred stock to Ramiro Fernandez-Moris,  President of
the  Company,  in  exchange  for  $2,400,000  of timber  inventory  owned by Mr.
Fernandez-Moris  which is  located  in  Brazil.  The  conversion  feature of the
preferred stock floats such that at the time of conversion a calculation will be
performed to determine  the exact number of common  shares that are necessary to
be issued to Ramiro  Fernandez-Moris  to ensure he has at least a 51%  ownership
interest in the Company.

     The conversion period is for five years and can only be completed if any of
the  following  events  occur:  sale  of  the  Company,   retirement  of  Ramiro
Fernandez-Moris, the termination of Ramiro Fernandez-Moris without cause, or the
expiration of the five-year period.  Holders of the shares of Series D preferred
stock shall not be entitled to receive dividends.




                                      F-12

                                       27
<PAGE>
                   Madera International, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998


NOTE I - Continued

     Authorized  preferred  stock at March 31, 1998 also consists of Series A, B
and C preferred stock which have various conversion features for the exchange of
common  stock for each  share of  preferred  stock.  As of March 31,  1998,  all
outstanding  Series B preferred  shares had been  converted  to common stock and
Series A and C had been canceled.

     On January 23, 1998, the Company authorized  100,000,000 shares of Series E
preferred  stock.  During the year ended  March 31,  1999,  the  Company  issued
2,000,000  shares  of  Series E  preferred  stock  in  exchange  for  consulting
services.  The  stockholders are not entitled to dividends and each share may be
converted to one share of common stock by the holder or the Company.

     Common Stock

     During the year ended March 31, 1998, the Company issued  6,338,650  shares
of common stock in exchange for consulting and other services  provided.  During
the year ended March 31, 1999,  the Company issued  12,345,255  shares of common
stock in exchange for  consulting  and other  services  provided  and  3,100,000
shares of common stock in exchange for relief of debt.

NOTE J - STOCK OPTIONS

     In June 1994,  the  Company  adopted a stock  option  plan (the  "Plan") to
attract and retain qualified persons for positions of substantial responsibility
as officer,  directors,  consultants,  legal  counsel,  and other  positions  of
significance to the Company.

     The Plan  provides for the  issuance of both  Incentive  Stock  Options and
Non-Qualified  Stock Options.  The Plan,  which is  administered by the Board of
Directors,  provides  for the  issuance of a maximum of two million  (2,000,000)
options to purchase  shares of common  stock at the market  price on the date of
grant. Such options are exercisable over a 10-year period from the date of grant
or 90 days after the optionee has terminated  his  continuous  activity with the
Company,  except that if his continuous  activity with the Company terminates by
reason of death,  such option of the deceased  optionee may be exercised  within
one year after the death of such optionee, but in no event later than five years
after the date of grant. Options granted under the Plan to Company employees may
not be sold,  pledged,  assigned or transferred in any matter  otherwise than by
will or the laws of descent or distribution.








                                      F-13

                                       28
<PAGE>
                  Madera International, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998


NOTE J - Continued

     Options granted under the Plan to persons who are not Company employees may
be sold, pledged,  assigned, or transferred to other persons who, at the time of
such sale, pledge, assignment or transfer,  qualify as optionees under the Plan.
No stock options have been granted at March 31, 1999.

     On January 14, 1998,  The Company  adopted an additional  stock option plan
(the "Retainer Agreement").  The Retainer Agreement provides for the issuance of
a maximum  $100,000 worth of stock options to purchase shares of common stock at
the market price on the date of grant. The options are exercisable over a period
ending five years from the date of grant.  There were no stock options  granted,
exercised, or outstanding at March 31, 1999.

NOTE K - EARNINGS PER SHARE

     The following  reconciles amounts reported in the financial  statements for
earnings per share for the years ended March 31, 1999 and 1998, respectively.
<TABLE>
<S>                                    <C>          <C>                <C>         <C>        <C>           <C>
                                                  1999                                        1998
                                          ----------------------------------       --------------------------------
                                          Loss        Shares       Per-Share        Income     Shares    Per-Share
     Income (loss) available
      to common stockholders
      basic earnings per share        $(1,193,797)   80,518,822      $(.015)      $1,137,670  68,493,582   $.017
                                                                       ====                                 ====
     Effect of dilutive preferred
      stock conversion                       -       28,839,607                         -     22,128,891
                                        ---------    ----------                    ---------- ----------
     Income (loss) available to
      common stockholders
      diluted earnings per share      $(1,193,797)  109,358,429      $(.011)      $1,137,670  90,622,473   $.013
                                        =========   ===========        ====        =========  ==========    ====
</TABLE>

NOTE L - COMMITMENTS AND CONTINGENCIES

Investigation Securities and Exchange Commission
------------------------------------------------
     Subsequent to March 31, 1999, the Securities and Exchange  Commission (SEC)
has ordered a private investigation of the Company that alleges that the Company
and its present and former officers,  directors,  employees and others, directly
or indirectly may have employed  devises or schemes or practices  which may have
lead to the Company file reports with the SEC which contained untrue  statements
of  material  facts or may have  omitted  material  facts  with  respect  to the
accuracy of the Company's financial


                                     F-14

                                       29
<PAGE>
                   Madera International, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

                             March 31, 1999 and 1998


NOTE L - Continued

statements.  The SEC also is investigating whether or not the Company maintained
adequate  books  and  records  and  internal  controls  sufficient  to  generate
financial statements in accordance with GAAP.

     The Company  denies all  allegations  in this  matter.  However,  it is not
possible to predict at this time the ultimate outcome of this  investigation and
what impact it could have on the Company's consolidated financial statements.

Operating Leases
----------------
     The Company leases office facilities under an operating lease which expires
in July 2000.  Under the terms of the agreement,  the Company is responsible for
insurance, taxes, utilities, and other charges related to the office facilities.
Also the Company leases housing  located in Inquitos,  Peru which are on a month
to month basis.

     The  accompanying  statement  of  operations  includes  rent  expense  from
operating  leases of $73,084  and  $50,121 for the year ended March 31, 1999 and
1998, respectively.

Litigation
----------
     During the year ended  March 31,  1999,  the Company was engaged in various
lawsuits as plaintiff or  defendant.  In the opinion of  management,  based upon
advice of  council,  the  ultimate  outcome  of these  lawsuits  will not have a
material impact on the Company's consolidated financial statements.

     Subsequent to March 31, 1999, the Company is a defendant in a lawsuit filed
by a former  stockholder and debt holder who alleges  non-payment of an existing
debt.  The Company is of the opinion  that the debt was settled  when the former
stockholder sold the stock he was holding as collateral. In addition, he has not
returned  9,600,000  of  Series  E  preferred  stock  that  he  was  holding  as
collateral.  However,  it is not possible to predict at this time the  Company's
liability, if any.



                                      F-15

                                       30
<PAGE>
                  Madera International, Inc. and Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- CONTINUED

                             March 31, 1999 and 1998


NOTE M - SUPPLEMENTAL CASH FLOW INFORMATION

     Supplemental disclosures of cash flow information for the years ended March
31, 1999 and 1998 are summarized as follows:

                                                          1999          1998
                                                         ------       -------
      Cash paid for
       Interest                                       $  6,142      $  48,578
                                                       =======       ========
       Taxes                                          $   -         $    -
                                                       =======       ========
      Noncash investing and financing activities
       Issuance of common stock for relief of debt    $475,000      $    -
                                                       =======       ========
       Issuance of common stock for investment        $   -         $ 200,000
                                                       =======       ========
       Issuance of notes payable- related parties for
        Investment                                    $   -         $ 241,000
                                                       =======       ========





























                                      F-16

                                       31