-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D/XqAbbZabWJZIa07AAvHT0eW4EeTS1wRVy+uRR2XxgTnv0zh71aL03Ykq04YMPv G0MF9bjlWM0/GNIPG6V0yw== 0000893220-95-000828.txt : 19951124 0000893220-95-000828.hdr.sgml : 19951124 ACCESSION NUMBER: 0000893220-95-000828 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950912 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIMENSIONAL VISIONS GROUP LTD CENTRAL INDEX KEY: 0000836809 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 232517953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10196 FILM NUMBER: 95595693 BUSINESS ADDRESS: STREET 1: 718 ARCH ST STREET 2: STE 202N CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 2154407791 MAIL ADDRESS: STREET 1: 718 ARCH STREET SUTIE 202N CITY: PHILADELPHIA STATE: PA ZIP: 19106 8-K/A 1 DIMENSIONAL VISIONS GROUP, LTD. FORM 8-K/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 12, 1995 ----------------------------- DIMENSIONAL VISIONS GROUP, LTD. ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter)
DELAWARE 1-10196 23-2517953 - -------------------------------- ------------------------------------------ State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization File Number) Identification No.)
718 ARCH STREET, SUITE 202N, PHILADELPHIA, PENNSYLVANIA 19106 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 440-7791 --------------------- ------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS General Explanation The purpose of this Report is to amend the contents of a Form 8-K filed on or about September 27, 1995, relative to the acquisition of InfoPak, Inc. ("InfoPak") and to amend and supplement the information provided therein under "Item 7. Financial Statements and Exhibits." (a) Financial Statements of Business Acquired Effective as of September 12, 1995, the registrant acquired all of the issued and outstanding capital stock of InfoPak. This Report includes the audited financial statements of InfoPak for the year ended December 31, 1994, and the unaudited financial statements of InfoPak for the six months ended June 30, 1995. (b) Pro forma Financial Information This Report includes the Pro forma Financial Information required by item 7. (c) Exhibits 1. InfoPak financial statements for the year ended December 31, 1994. 2. Unaudited financial statements of InfoPak for the six months ended June 30, 1995. 3. Dimensional Visions Group, Ltd. Pro forma Condensed Statement of Operations for the year ended June 30, 1995. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIMENSIONAL VISIONS GROUP, LTD. Dated: November 21, 1995 /s/ Steven M. Peck --------------------------------------- Steven M. Peck, Chief Executive Officer EX-1 2 FINANCIAL STATEMENTS, INFOPAK 1 EXHIBIT 1 2 INFOPAK, INC. FINANCIAL STATEMENTS WITH INDEPENDENT ACCOUNTANTS' REPORT DECEMBER 31, 1994 BILLER, FRITH-SMITH & ARCHIBALD Certified Public Accountants 3 CONTENTS
Page ------ Independent auditors' report 1 Financial statements Balance sheet 2 Statement of income and deficit 3 Statement of cash flows 4 Notes to financial statements 5-8 Independent accountants' report on additional information 9 Supporting schedule of selling and marketing, and general and administrative expenses 10
BILLER, FRITH-SMITH & ARCHIBALD Certified Public Accountants 4 To the Board of Directors Infopak, Inc. Phoenix, Arizona INDEPENDENT AUDITORS' REPORT We have audited the accompanying balance sheet of Infopak, Inc., as of December 31, 1994, and the related statements of income and deficit, and cash flows 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. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Infopak, Inc. as of December 31, 1994, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Tarzana, California May 4, 1995 5 2 INFOPAK, INC. BALANCE SHEET DECEMBER 31, 1994 ASSETS Current assets Cash $ 74,093 Accounts receivable, net of allowance for doubtful accounts of $15,000 129,612 Notes and other receivables 56,950 Inventory 259,982 ----------- Total current assets 520,637 Property, equipment and development costs net of accumulated depreciation 118,838 Other assets Start-up costs, net of amortization 136,790 Deposits 1,140 ----------- Total other assets 137,930 ----------- $ 777,405 ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 42,409 Accrued payroll 26,476 Accrued payroll taxes 24,025 Accrued interest 47,425 Commissions payable 31,924 Royalties payable 179,028 Current portion of long-term debt 175,000 ----------- Total current liabilities 526,287 Long-term liabilities 527,894 Stockholders' deficit Common stock, $.01 par value, 40,000,000 shares authorized, 5,071,131 shares issued and outstanding 50,711 Deficit ( 327,487) ----------- Total stockholders' deficit ( 276,776) ----------- $ 777,405 ===========
See accompanying accountants' audit report and notes to financial statements 6 3 INFOPAK, INC. STATEMENT OF INCOME AND DEFICIT YEAR ENDED DECEMBER 31, 1994 Revenue from sales $ 2,199,089 100.0 % Cost of goods sold 1,457,054 66.3 ------------ ------ Gross profit 742,035 33.7 ------------ ------ Selling and marketing expenses 631,908 28.7 General and administrative 268,308 12.2 ------------ ------ 900,216 41.0 ------------ ------ Loss before taxes and other expenses ( 158,181) ( 7.2) Interest expense 33,436 1.5 ------------ ------ Loss before income taxes ( 191,617) ( 8.7) Provision for income taxes - 0 - - ------------ ------ Net loss ( 191,617) ( 8.7)% ====== Deficit, beginning of year ( 135,870) ------------ Deficit, end of year $( 327,487) ============
See accompanying accountants' audit report and notes to financial statements 7 4 INFOPAK, INC. STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1994 Cash flows from operating activities: Net loss $( 191,617) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 72,940 Changes in assets and liabilities: Notes and other receivables 355,243 Supplies and samples 1,119 Inventory ( 259,982) Accounts payable 26,220 Accrued expenses 26,483 ----------- Net cash provided by operating activities 30,406 ----------- Cash flows from investing activities: Cash purchases of property and equipment ( 11,235) ----------- Net cash used in investing activities ( 11,235) ----------- Cash flows from financing activities: Proceeds from notes payable 28,655 Repurchase of common stock ( 5,155) ----------- Net cash provided by financing activities 23,500 ----------- Net increase in cash 42,671 Cash, beginning of year 31,422 ----------- Cash, end of year $ 74,093 =========== Supplemental disclosure of cash flows information: Cash paid during the period for: Interest $ 21,802 =========== Income taxes $ - 0 - ===========
See accompanying accountants' audit report and notes to financial statements 8 5 INFOPAK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Line of business The Company designs and manufactures products in the hand held personal computer industry. 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: 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. 9 6 INFOPAK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 2. NOTES AND OTHER RECEIVABLES During the year ended December 31, 1994, the Company did not advance any additional funds to employee/shareholders. The amounts are recorded as notes receivable from the employee/shareholders with interest calculated annually at 6% and not to exceed specified amounts. Repayment is to begin when certain conditions are met. 3. INVENTORY Inventory consists of finished goods. 4. PROPERTY, EQUIPMENT AND DEVELOPMENT COSTS Property, equipment and development costs consist of the following:
Accumulated Net Book Cost Depreciation Value ---------- ------------ ----------- Machinery $ 21,926 $ 10,593 $ 11,333 Furniture and fixtures 1,994 1,701 293 Software development 8,469 4,188 4,281 Hardware development 198,009 95,078 102,931 ---------- ------------ ----------- $ 230,398 $ 111,560 $ 118,838 ========== ============ ===========
5. START-UP COSTS Start-up costs consist of expenses incurred for developing the Company's initial product patents, copyrights and manufacturing processes. $ 174,096 Accumulated amortization 37,306 ----------- $ 136,790 ===========
10 7 INFOPAK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 6. 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. No payments were made during 1994. 246,460 ----------- 702,894 Current maturities 175,000 ----------- $ 527,894 ===========
Future maturities of long-term debt are as follows: Year Ending December 31, ------------------------ 1995 $ 175,000 Thereafter 527,894 ----------- $ 702,894 ===========
7. COMMON STOCK The Company repurchased 515,464 shares of common stock during 1994 for a total of $6,008.97. The stock was retired and is available for issuance at a latter date. 8. INCOME TAXES The Company has a tax liability to the state of Arizona for the minimum state income tax of $50. There is no federal income tax due to the Company being a subchapter "S" corporation (Note 1). The amount of the liability is immaterial and not accrued in the financial statements. 11 8 INFOPAK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 9. COMMITMENTS AND CONTINGENCIES Lease The Company has a month to month, noncapitalized 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 1994. 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 May 4, 1995 there have been no bonuses paid. Income taxes The Company has a net operating loss carryover which is available if the Company reverts to a "C" corporation. The net operating loss expires in 2008. Long term debt In 1994 the notes payable were renegotiated to begin payments after the Company becomes profitable on a tax basis. (See note 6) 10. SUBSEQUENT EVENTS Long term debt Subsequent to the balance sheet date, a potential investor requested the return of his initial deposit for the purchase of stock. Due to this the stock purchase deposit has been reclassified as a loan payable. (Note 6) 12 9 Board of Directors and Stockholders Infopak, Inc. Phoenix, Arizona INDEPENDENT ACCOUNTANTS' REPORT ON ADDITIONAL INFORMATION Our report on our audit of the basic financial statements of Infopak, Inc. for 1994 appears on page one. That audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting schedule of selling and marketing and general and administrative expenses is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Tarzana, California May 4, 1995 13 10 INFOPAK, INC. SUPPORTING SCHEDULE OF SELLING AND MARKETING, AND GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1994 Selling and marketing --------------------- Commissions $ 63,445 2.9 Health insurance 42,420 1.9 Insurance 10,527 0.5 Marketing 13,344 0.6 Moving expenses 4,307 0.2 Payroll taxes 34,907 1.6 Salaries 451,715 20.5 Sales expense 9,223 0.4 Travel and entertainment 2,020 0.1 ----------- ---- Total $ 631,908 28.7 % =========== ==== General and administrative -------------------------- Accounting $ 2,000 0.1 % Amortization and depreciation 72,940 3.3 Legal and professional 10,512 0.5 Miscellaneous 19,185 0.9 Office expense 107,306 4.9 Repairs and maintenance 966 - Rent 14,725 0.7 Taxes and licenses 96 - Telephone 13,165 0.6 Travel 27,413 1.2 ----------- ----- Total $ 268,308 12.2 % =========== =====
See accountants' report EX-2 3 UNAUDITED FINANCIAL STATEMENTS, INFOPAK 1 EXHIBIT 2 2 INFOPAK, INC. BALANCE SHEET JUNE 30, 1995 (Unaudited)
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 3 INFOPAK, INC. STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1995 (Unaudited) 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 4 INFOPAK, INC. STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 (Unaudited) 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 5 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: 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 6 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:
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 ========= ======== ========
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:
Year Ending June 30, -------------------- 1995 $ 175,000 Thereafter 467,201 ------- $ 642,201 =======
5 7 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: 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 8 EXHIBIT 3 9 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. 10 DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1995 (Unaudited)
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. 11 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. EX-3 4 PRO FORMA FINANCIALS, DIMENSIONAL VISIONS GROUP 1 EXHIBIT 3 2 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. 3 DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1995 (Unaudited)
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. 4 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. -----END PRIVACY-ENHANCED MESSAGE-----