-----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, DmjhwnjPUfrI0DdotQ+v6Vj+WKZNc4I6nmgdHAQpwro0aZ0Ld93Ao5RSxMOL3Oig gPRgsQRMqUKDqSpjQRzUVg== /in/edgar/work/0000950147-00-500091/0000950147-00-500091.txt : 20001115 0000950147-00-500091.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950147-00-500091 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIMENSIONAL VISIONS INC/ DE CENTRAL INDEX KEY: 0000836809 STANDARD INDUSTRIAL CLASSIFICATION: [2750 ] IRS NUMBER: 232517953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-10196 FILM NUMBER: 766179 BUSINESS ADDRESS: STREET 1: 2301 WEST DUNLAP STREET 2: SUITE 207 CITY: PHOENIX STATE: AZ ZIP: 85021 BUSINESS PHONE: 6029971990 MAIL ADDRESS: STREET 1: 8855 N. BLACK CANYON HWY STREET 2: STE 2000 CITY: PHOENIX STATE: AZ ZIP: 85021 10QSB 1 e-5647.txt QUARTERLY REPORT FOR THE PERIOD ENDED 09/30/2000 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-10196 Dimensional Visions Incorporated ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 23-2517953 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2301 West Dunlap Avenue, Suite 207, Phoenix, Arizona, 85021 ----------------------------------------------------------- (Address of principal executive offices) (602) 997-1990 --------------------------- (Issuer's telephone number) ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of September 30, 2000, the number of shares of Common Stock issued and outstanding was 9,509,916. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] ================================================================================ DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets - September 30, 2000 and June 30, 2000 1 Condensed Consolidated Statement of Operations - For the three months ended September 30, 2000 and 1999 2 Condensed Consolidated Statement of Cash Flows - For the three months ended September 30, 2000 and 1999 3 Notes to Condensed Consolidated Financial Statements 4 Independent Accountants' Report 7 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 8 PART II - OTHER INFORMATION Item 1. Legal Proceedings 9 Item 2. Changes in Securities 9 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Security Holders 9 Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 9 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DIMENSIONAL VISIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, June 30, 2000 2000 ------------ ------------ (Unaudited) ASSETS Current assets Cash $ 67,131 $ 276,333 Notes receivable, net of allowance for bad debts of $443,669 -- -- Notes receivable, officers 12,000 -- Accounts receivable, trade 104,309 350,493 Prepaid expenses 12,522 9,227 ------------ ------------ Total current assets 195,962 636,053 ------------ ------------ Equipment Equipment 479,672 479,372 ------------ ------------ Furniture and fixtures 49,329 46,944 ------------ ------------ 529,001 526,316 Less accumulated depreciation 321,690 308,963 ------------ ------------ 207,311 217,353 ------------ ------------ Other assets Patent rights and other assets 26,508 31,627 ------------ ------------ Total assets $ 429,781 $ 885,033 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of obligations under capital leases 53,210 50,962 Accounts payable, accrued expenses and other liabilities 197,937 379,807 ------------ ------------ Total current liabilities 251,147 430,769 ------------ ------------ Obligations under capital leases, net of current portion 74,167 88,343 ------------ ------------ Total liabilities 325,314 519,112 ------------ ------------ Commitments and contingencies -- -- Stockholders' equity Preferred stock - $.001 par value, authorized 10,000,000 shares; issued and outstanding - 726,044 shares at September 30, 2000, and 1,146,044 shares at June 30, 2000 726 1,146 Additional paid-in capital 1,091,269 1,474,295 ------------ ------------ 1,091,995 1,475,441 Common stock - $.001 par value, authorized 100,000,000 shares; issued and outstanding 9,509,916 shares at September 30, 2000 and 8,934,916 shares at June 30, 2000 9,510 8,935 Additional paid-in capital 21,276,952 20,885,581 Deficit (22,154,785) (21,828,753) ------------ ------------ Total stockholders' equity before deferred consulting contracts 223,672 541,204 Deferred consulting contracts (119,205) (175,283) ------------ ------------ Total stockholders' equity 104,467 365,921 ------------ ------------ Total liabilities and stockholders' equity $ 429,781 $ 885,033 ============ ============
See notes to condensed consolidated financial statements. 1 DIMENSIONAL VISIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended September 30, -------------------------------- 2000 1999 ----------- ----------- Operating revenue $ 71,191 $ 129,597 Cost of sales 53,023 83,429 ----------- ----------- Gross profit 18,168 46,168 ----------- ----------- Operating expenses Engineering and development costs 62,724 29,835 Marketing expenses 70,688 10,846 General and administrative expenses 206,133 180,356 ----------- ----------- Total operating expenses 339,545 221,037 ----------- ----------- Loss before other income (expenses) (321,377) (174,869) ----------- ----------- Other income (expenses) Interest expense (6,584) (66,672) Interest income 1,929 -- ----------- ----------- (4,655) (66,672) ----------- ----------- Net loss $ (326,032) $ (241,542) =========== =========== Net loss per share of common stock $ (.04) $ (.04) =========== =========== Weighted average shares of common stock outstanding 9,180,840 5,445,290 =========== =========== See notes to condensed consolidated financial statements. 2 DIMENSIONAL VISIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended September 30, ---------------------------- 2000 1999 --------- --------- Cash flows from operating activities Net loss $(326,032) $(241,542) Total adjustments to reconcile net loss to net cash used in operating activities 122,943 71,532 --------- --------- Net cash used in operating activities (203,089) (170,010) --------- --------- Cash flows from investing activities Purchase of furniture and equipment (2,685) -- --------- --------- Net cash used in investing activities (2,685) -- --------- --------- Cash flows from financing activities Payment of obligations under capital lease (11,928) (4,772) Proceeds from exercise of warrants 8,500 18,000 Sale of preferred stock, net of offering costs of $37,500 -- 337,500 --------- --------- Net cash (used in) provided by financing activities (3,428) 350,728 --------- --------- Net increase (decrease) in cash (209,202) 180,718 Cash, beginning 276,333 20,019 --------- --------- Cash, ending $ 67,131 $ 200,737 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 6,584 $ 7,152 ========= ========= Supplemental disclosure of non-cash investing and financing activities: During the quarter ended September 30, 2000, 140,000 shares of the Company's Common Stock were issued as a result of the conversion of 70,000 shares of Series D Convertible Preferred Stock valued at $62,930. During the quarter ended September 30, 2000, 350,000 shares of the Company's Common Stock were issued as a result of the conversion of 350,000 shares of Series E Convertible Preferred Stock valued at $320,096. See notes to condensed consolidated financial statements. 3 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED) NOTE 1 BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-QSB. The June 30, 2000, balance sheet data were derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The financial statements as of and for the period ended September 30, 2000 and 1999 are unaudited. The financial statements for the period ended September 30, 2000 have been reviewed by an independent public accountant pursuant to rule 10-01(d) of regulation S-X and following applicable standards for conducting such reviews, and the report of the accountant is included as part of this filing. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full year ending June 30, 2001. The Company has incurred losses since inception of $22,154,785 and has a working capital deficiency of $55,185 as of September 30, 2000. The future of the Company as an operating business will depend on its ability to (1) successfully market and sell its products, (2) obtain sufficient capital contributions and/or financing as may be required to sustain its current operations and to fulfill its sales and marketing activities, (3) achieve a level of sales adequate to support the Company's cost structure, and (4) ultimately achieve a level of profitability. Management's plan to address these issues includes (a) redirecting its marketing efforts of the Company's products and substantially increasing sales results, (b) continued exercise of tight cost controls to conserve cash, (c) raising additional long term financing. The consolidated financial statements have been prepared on a going concern basis which contemplates the realization and settlement of liabilities and commitments in the normal course of business. The available funds at September 30, 2000, plus the limited revenue is not sufficient to satisfy the present cost structure. Management recognizes that the Company must generate additional resources to enable it to continue operations. Management plans include the continued expansion of the sale of its products and the sale of additional securities. NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES September 30, 2000 June 30, 2000 ------------------ ------------- Accounts payable $171,035 $353,927 Salaries 18,532 18,523 Payroll Taxes Payable 8,369 7,357 -------- -------- Total $197,936 $379,807 ======== ======== NOTE 3 COMMITMENTS AND CONTINGENCIES The Company has outstanding employment contracts of approximately $31,000 that expire in November 2000. There are no legal proceedings that the Company believes will have a material adverse effect on its financial position. The Company has not declared dividends on Series A or B Convertible Preferred Stock. The cumulative dividends in arrears through September 30, 2000, was approximately $74,225. NOTE 4 COMMON STOCK As of September 30, 2000, there are outstanding 6,663,910 of non-public warrants to purchase the Company's common stock at prices ranging from $0.10 to $12.50 with a weighted average price of $0.49 per share. As of September 30, 2000, there were 726,044 shares of various classes of Convertible Preferred Stock outstanding which can be converted to 967,818 shares of common stock. During the three months ended September 30, 2000, the Company issued 140,000 shares its Common Stock as a result of the conversion of 70,000 shares of Series D Convertible Preferred Stock. During the three months ended September 30, 2000, the Company issued 350,000 shares its Common Stock as a result of the conversion of 350,000 shares of Series E Convertible Preferred Stock. 4 NOTE 4 COMMON STOCK (CONTINUED) During the three months ended September 30, 2000, the Company issued 85,000 shares of its stock in connection with the exercise of warrants. NOTE 5 PREFERRED STOCK The Company has authorized 10,000,000 shares of $.001 par value per share Preferred Stock, of which the following were issued and outstanding: Outstanding --------------------------- September 30, June 30, Allocated 2000 2000 --------- --------- --------- Series A Preferred 100,000 15,500 15,500 Series B Preferred 200,000 3,500 3,500 Series C Preferred 1,000,000 13,404 13,404 Series D Preferred 375,000 282,000 352,000 Series E Preferred 1,000,000 325,000 675,000 Series P Preferred 600,000 86,640 86,640 --------- ------- --------- Total Preferred Stock 3,325,000 726,044 1,146,044 ========= ======= ========= The Company's Series A Convertible 5% Preferred Stock ("Series A Preferred"), 100,000 shares authorized, is convertible into common stock at the rate of 1.6 shares of common stock for each share of the Series A Preferred. Dividends from date of issue are payable from retained earnings, and have been accumulated on June 30 each year, but have not been declared or paid. The Company's Series B Convertible 8% Preferred Stock ("Series B Preferred") is convertible at the rate of 4 shares of common stock for each share of Series B Preferred. Dividends from date of issue are payable on June 30 from retained earnings at the rate of 8% per annum and have not been declared or paid. The Company's Series C Convertible Preferred Stock ("Series C Preferred") is convertible at a rate of 0.4 shares of common stock per share of Series C Preferred. The Company's Series D Convertible Preferred Stock ("Series D Preferred") is convertible at a rate of 2 shares of common stock per share of Series D Preferred. The Company's Series E Convertible Preferred Stock ("Series E Preferred") is convertible at a rate of 1 share of common stock per share of Series E Preferred. The Company's Series P Convertible Preferred Stock ("Series P Preferred") is convertible at a rate of 0.4 shares of common stock for each share of Series P Preferred. The Company's Series A Preferred, Series B Preferred, Series D Preferred and Series E Preferred were issued for the purpose of raising operating funds. The Series C Preferred was issued to certain holders of the Company's 10% Secured Notes in lieu of accrued interest and also will be held for future investment purposes. The Series P Preferred was issued on September 12, 1995, to InfoPak shareholders in exchange for (1) all of the outstanding capital stock of InfoPak, (2) as signing bonuses for certain employees and a consultant of InfoPak, and (3) to satisfy InfoPak's outstanding debt obligations to certain shareholders. 5 NOTE 6 INCOME TAXES There was no provision for current income taxes for the three months ended September 30, 2000 and 1999. The federal net operating loss carry forwards of approximately $19,070,000 expire in varying amounts through 2020. In addition the Company has state carryforwards of approximately $3,175,000. The Company has had numerous transactions in its common stock. Such transactions may have resulted in a change in the Company's ownership, as defined in the Internal Revenue Code Section 382. Such change may result in an annual limitation on the amount of the Company's taxable income which may be offset with its net operating loss carry forwards. The Company has not evaluated the impact of Section 382, if any, on its ability to utilize its net operating loss carry forwards in future years. 6 INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors and stockholders, We have reviewed the accompanying condensed consolidated balance sheet of Dimensional Visions, Incorporated, Phoenix, AZ as of September 30, 2000, and the related statements of operations and cash flows for the three months period then ended. These financial statements are the responsibility of the management of the Company. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. Kopple & Gottlieb, LLP Certified Public Accountants Jenkintown, Pennslyvania November 14, 2000 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion and financial statements contained herein are for the three months ended September 30, 2000 and 1999. The following discussion regarding the financial statements of the Company should be read in conjunction with the financial statements of the Company included herewith. THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 RESULTS OF OPERATIONS The net loss for the quarter ended September 30, 2000, was $326,032 compared to a net loss of $241,542 for the quarter ended September 30, 1999. The loss before other income and expenses for the quarter ended September 30, 2000 was $321,337 compared to a loss before other income and expenses for the quarter ended September 30, 1999, of $174,869. The Company's marketing expenses for the three months ended September 30, 2000 increased by approximately $60,000 over the same period last year. This increase was due to the addition of two salesmen to our staff along with their traveling expenses. The Company's engineering and development expenses increased in the three months ended September 30, 2000 by approximately $30,000 over the three months ended September 30, 1999. This increase was due to the salary expenses of hiring four new employees. Revenue for the quarter ended September 30, 2000, was $71,191 compared to revenue of $129,597 for the quarter ended September 30, 1999. Management primarily attributes the low revenue for these quarters to the seasonality of revenue that normally occurs towards the last half of the Company's fiscal year. Revenue for the quarter ended September 30, 1999 was boosted by $46,000 through the sale of Pokemon products which are no longer being ordered. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2000, the Company had a working capital deficiency of $55,185, compared with a working capital deficiency of $310,828 as of September 30, 1999. During the quarter ended September 30, 2000, the Company decreased their accounts payable by approximately $182,000. Approximately $51,000 was for the settlement of outstanding legal fees. As of September 30, 2000 the accounts payable was $171, 035 compared to $287, 600 as of September 30, 1999. During the quarter ended September 30, 2000, the Company collected approximately $246,000 of accounts receivable. The cash received plus approximately $200,000 on hand was used to reduce accounts payable and pay current period expenses. As of September 30, 2000 the Company's financial position is precarious. The Company needs funding in order to maintain current operations and to support growth and sales. In the month following the quarter ended September 30, 2000, the Company received approximately $90,000 from investors that exercised their warrants. The Company is negotiating a $500,000 line of credit that would be obtained by an investor group secured by the Company's assets. Additionally, the Company is attempting to finalize an equity line with an institution to provide funding through the sale of the Company's common stock. The Company shall have the right at its sole discretion to put common stock to the investment banking firm, subject to certain amount limitations and conditions based upon tracing volume of the Company. However, there can be no assurance that the Company will be successful in realizing the line of credit or the institutional equity line and if sufficient funding is not secured, the Company may be forced to cease part or all of its operations. 8 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Incorporated by reference from registrant's latest report on Form 10-KSB. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K The following document are filed as part of this report: 1. The following Exhibits are filed herein: 27.1 Financial Data Schedules 2. Reports on Form 8-K filed: The Company filed a current report on Form 8K dated July 18, 2000, with the Securities and Exchange Commission reporting that the Company terminated Gitomer & Berenholz, P.C. as its principal accountant as of July 13, 2000. The Company engaged the firm of Kopple & Gottlieb, LLP as its new accounting firm. SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, duly authorized. DIMENSIONAL VISIONS INCORPORATED DATED: November 14, 2000 By: /s/ John D. McPhilimy ----------------------------------- John D. McPhilimy, Chairman, President and Chief Executive Officer 9 EX-27 2 fds.xfd FINANCIAL DATA SCHEDULE
5 U.S.DOLLARS 3-MOS Jul-01-2000 Jun-30-2000 Sep-30-2001 1 67,131 0 104,309 0 0 195,962 529,001 321,690 429,781 251,147 0 0 1,091,995 9,510 (997,038) 429,781 71,191 71,191 53,023 53,023 339,105 0 6,584 (326,032) 0 0 0 0 0 (326,032) (0.04) 0
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