Amendment to Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K/A Dimensional Visions Group, Ltd. Form 8-K/A 3 12K
2: EX-1 Financial Statements, Infopak 13 33K
3: EX-2 Unaudited Financial Statements, Infopak 11 37K
4: EX-3 Pro Forma Financials, Dimensional Visions Group 4 17K
EX-2 — Unaudited Financial Statements, Infopak
| EX-2 | 1st Page of 11 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 2
INFOPAK, INC.
BALANCE SHEET
JUNE 30, 1995
(Unaudited)
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ASSETS
Current assets
Cash $ 357,961
Accounts receivable, trade net of allowance
for doubtful accounts $15,000 68,820
Inventory 116,896
------------
Total current assets 543,677
------------
Property and equipment, net of
accumulated depreciation of $135,172 96,547
------------
Other Assets
Start-up costs, net of amortization of $49,741 124,355
Deposit 1,140
------------
Total other assets 125,495
------------
$ 765,719
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Current portion of long-term debt $ 175,000
Accounts payable, accrued expenses and
other liabilities 133,058
Royalties payable 201,132
-------------
509,190
-------------
Long term debt, net of current portion 467,201
-------------
Stockholders' deficiency
Common stock, $.01 par value, 52,061
40,000,000 shares authorized, 5,206,131
shares issued and outstanding
Additional paid-in capital 248,650
Deficit ( 511,383)
------------
( 210,672)
------------
Total liabilities and stockholders' deficiency $ 765,719
============
See notes to financial statements.
1
INFOPAK, INC.
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
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Operating revenue $ 558,590
Cost of goods sold 325,693
-------------
Gross profit 232,897
-------------
Operating expenses
Engineering and development 124,574
Marketing 70,588
General and administration 211,908
-------------
Total operating expenses 407,070
-------------
Loss before interest expense ( 174,173)
Interest expense, net 9,723
-------------
Net Loss $ ( 183,896)
=============
See notes to financial statements.
2
INFOPAK, INC.
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
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Cash flow from operating activities
Net loss $ ( 183,896)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 36,047
Changes in assets and liabilities
Accounts receivable, trade 60,792
Inventory 143,086
Accounts payable, accrued expenses (39,201)
and other liabilities
Royalties payable 22,104
-------------
Net cash provided by operations 38,932
-------------
Cash flow from investing activities
Purchase of equipment ( 1,321)
-------------
Net cash used in investing activities ( 1,321)
-------------
Cash flow from financing activities
Reduction of long-term debt ( 3,743)
Sale of common stock 250,000
------------
Net cash provided by financing activities 246,257
------------
Net increase in cash 283,868
Cash, beginning of period $ 74,093
-------------
Cash, end of period $ 357,961
============
Supplemental disclosure of cash flows information
Cash paid during the period for
Interest $ -
================
Income taxes $ -
================
See notes to financial statements.
3
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation of interim financial statements
In the opinion of management, the interim financials statements
reflect all adjustments of a normal recurring nature necessary for a
fair statement of the results for the six months ended June 30, 1995.
The current period results of operations are not necessarily
indicative of results which ultimately will be reported for year
ending December 31, 1995.
Line of business
The Company is in the business of manufacturing and marketing hardware
and software information and recordable microchip and audio playback
systems and method products and programs.
Property and equipment and depreciation
Property and equipment are stated at cost. Depreciation is computed
using the straight line method over the estimated useful lives of the
assets. The estimated useful lives are as follows:
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Machinery and equipment 3 - 5 years
Furniture and fixtures 3 - 5 years
Development costs 5 years
Expenditures for replacements and betterments are capitalized, while
repairs and maintenance are charged to expense as incurred.
Start-up costs amortization
Start-up costs are amortized on the straight line method over seven
years that commenced in 1993.
Income taxes
The Company elected in 1993, by unanimous consent of the shareholders,
to be taxed as an S-corporation under the provisions of the Internal
Revenue Code. Under such provision, the Company does not pay federal
or state corporate income taxes on its taxable income. Therefore, no
provisions for federal or state income taxes have been made. Each
individual shareholder is to report his respective share of the
Company's taxable income, to the extent allowable, on his federal and
state income tax returns.
Effective June 1, 1995, the Company, as a result of a sale of common
stock to a foreign shareholder was no longer eligible to be taxed as a
S-corporation, accordingly, from that date, the Company will be taxed
as a C-corporation.
Note 2. INVENTORY
Inventory consists of finished goods.
4
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Note 3. PROPERTY, EQUIPMENT AND DEVELOPMENT COSTS
Property, equipment and development costs consist of the following:
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Accumulated Net Book
Cost Depreciation Value
---- ------------ -----
Machinery $ 22,804 $ 13,320 $ 9,484
Furniture and fixtures 1,994 1,894 100
Software development 8,913 5,079 3,833
Hardware development 198,009 114,879 83,130
--------- --------- --------
$ 231,719 $ 135,172 $ 96,547
========= ======== ========
[Enlarge/Download Table]
Note 4. START-UP COSTS
Start-up costs consist of expenses incurred for developing the Company's
initial product patents, copyrights and manufacturing processes. $ 174,096
49,471
Accumulated amortization 124,355
----------
$ 133,888
=========
Note 5. LONG-TERM DEBT
Long-term debt consists of the following:
Notes payable, unsecured, with monthly payments including
interest at 8%, commencing when the Company
becomes profitable on a tax basis. $ 281,434
Loan payable, unsecured, due on demand,
non-interest bearing. 175,000
Loans payable, employees, unsecured, with
monthly payments including interest at 6%,
commencing when the Company becomes
profitable on a tax basis. 185,767
--------
642,201
Current maturities 175,000
--------
$ 467,201
========
Future maturities of long-term debt are as follows:
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Year Ending June 30,
--------------------
1995 $ 175,000
Thereafter 467,201
-------
$ 642,201
=======
5
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Note 6. COMMON STOCK
On June 1, 1995, the Company sold 135,000 shares for $250,000 to a
foreign investor.
Note 7. COMMITMENTS AND CONTINGENCIES
Lease
The Company has a month-to-month, non-capitalized operating lease for
its premises.
Royalty Agreement
The Company has a royalty agreement with certain officers of the
Company. This agreement is to pay a royalty for sales of manufactured
product. The royalty accrues and will be paid when the Company
becomes profitable on a tax basis. There were no royalties paid
during 1995.
Bonus plans
The Company entered into a bonus plan in 1993 to pay management and
employees a percentage of the net profit on a cash (tax) basis. As of
June 30, 1995, there have been no bonuses paid.
Note 8. SUBSEQUENT EVENTS
On September 12, 1995, the shareholders of the Company exchanged all
of their outstanding stock for shares in Dimensional Visions Group,
Ltd. Certain liabilities were excluded from the merger transaction
and were cancelled by the Company as follows:
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Commissions payable $ 31,924
Royalties payable 210,132
Loans payable, employees 151,884
-------
$ 384,940
=======
In addition, notes payable and accrued interest due to certain
shareholders of InfoPak, Inc. were cancelled and Dimensional Visions
Group, Ltd. issued 34,681 shares of its stock in exchange for the
cancellation of the obligations of $514,968.
6
EXHIBIT 3
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
The pro forma consolidated balance sheet is presented to show the financial
position of Dimensional Visions Group, Ltd. (Company) as if the acquisition of
InfoPak, Inc. had occurred on June 30, 1995, and the pro forma consolidated
statement of operations as if the acquisition of InfoPak, Inc. had occurred on
July 1, 1994, using the assumptions and adjustments described in the
accompanying notes.
These pro forma consolidated financial statements have been prepared for
comparative purposes only, and do not purport to indicate what necessarily
would have occurred had the acquisition been completed since inception, or what
results may be in the future. The pro forma consolidated financial statements
should be read in conjunction with the historical financial statements and
notes, as presented in the 1995 Annual Form 10-KSB/A for the year ended June
30, 1995.
On September 12, 1995, the Company acquired all of the outstanding capital
stock of InfoPak, Inc., pursuant to a merger agreement dated September 6, 1995.
The Company issued 500,000 shares of Series P Convertible Preferred Stock
valued at $2,750,000 and the issuance of an additional 34,681 shares of Series
P Convertible Preferred Stock relating to the cancellation of Notes and accrued
interest of InfoPak, Inc. and 17,500 shares of Series P Convertible Preferred
Stock relating to certain employees and a consultant of InfoPak, Inc.
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Unaudited)
[Enlarge/Download Table]
ASSETS
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
Current assets
Cash and cash equivalents $ 227,972 $ 275,632(1) $ 503,604
Receivables
Trade 18,690 8,867(1) 27,557
Employee - 44,078(1) 44,078
Inventory 26,453 114,383(1) 140,836
Prepaid suppliers and expenses 43,361 - 43,361
------------ ----------- ------------
Total current assets 316,476 442,960 759,436
------------ ----------- ------------
Equipment and leasehold improvements, net 81,363 42,804(1) 124,167
------------ ----------- ------------
Other Assets
Patent rights and other assets 53,398 96,250(2)
1,140(1) 150,788
Goodwill 2,380,356(1)
190,746(3)
- 36,866(4) 2,607,968
------------ ----------- ------------
53,398 2,705,358 2,758,756
------------ ----------- ------------
Total assets $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Notes payable
Employees $ - $ 73,729(1) $ 73,729
Other 50,000 - 50,000
Accounts payable, accrued expenses and 36,866(4)
other liabilities 404,489 43,531(1) 484,886
------------ ----------- ------------
Total Current Liabilities 454,489 154,126 608,615
------------ ----------- ------------
Long term debt
Secured notes 1,837,000 - 1,837,000
Accrued interest payable 210,741 - 210,741
------------ ----------- ------------
2,047,741 - 2,047,741
------------ ----------- ------------
Stockholders' equity (deficiency)
Preferred stock 772,500 10,000,000(1)
350,000
693,620 11,816,120
Common stock 16,936 - 16,936
Additional paid-in capital 11,881,927 (7,250,000)(1)
(253,750)(2)
(502,874)(3) 3,875,303
Deficit (14,722,356) - (14,722,356)
------------ ----------- ------------
Total stockholders' equity (deficiency) ( 2,050,993) 3,036,996 986,003
------------ ----------- ------------
Total liabilities and stockholders equity (deficiency) $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
The accompanying notes to pro forma consolidated financial statements
are an integral part of this statement.
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
(1) Represents the acquisition of the net assets of InfoPak, Inc. on
September 12, 1995, the issuance of 500,000 shares of Series P
Convertible Preferred Stock and the recording of Goodwill resulting from
the excess purchase price over the value of the net assets acquired.
(2) Represents the issuance of 17,500 shares of Series P Convertible
Preferred Stock in connection with employment and consulting contract
signing bonuses to certain employees and a consultant to InfoPak, Inc.
(3) Represents the issuance of 34,681 shares of Series P Convertible
Preferred Stock in connection with the cancellation of debt and related
accrued interest due to certain shareholders of InfoPak, Inc.
(4) Represents legal fees in connection with the merger agreement dated
September 6, 1995.
(5) Represents the elimination of royalty fees and interest expense which
would not be incurred by the Company to operate InfoPak, Inc.
(6) Represents the amortization of the deferred compensation expense (signing
bonuses) over the three year term of the employment contracts, and two
year term of the consulting contract.
(7) Represents amortization of Goodwill over a period of five years.
(8) Represents the pro forma results of operations of InfoPak, Inc. for 12
monthly periods from July 1, 1994 through June 30, 1995.
Dates Referenced Herein and Documents Incorporated by Reference
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