<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Amendment to Application or Report Filed
Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
MULTIPLE DIMENSIONAL LASER TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Form 8-K Report filed July 10,
1997, as set forth in the pages attached hereto.
Colorado 0-21941 84-11356381
- -------------------------------------------------------------------------------
(State of (Commission (IRS Employer
Incorporation) file number) Identification No.
105 Hunter Street, Sulphur Springs, Texas 75482
- -------------------------------------------------------------------------------
(Address of principal executive offices)
903/439-2064
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This amended Form 8-K supplements the Form 8-K filed by the registrant as
of June 25, 1997. It includes interim financial statements as of May 31, 1997,
which the original filing refers to under Item 7(a).
Management comment to Item 7: Since the filing of the Form 8-K, to which
this is an amendment, Management has determined, and the Board of Directors has
agreed by resolution duly passed, that the Company elects to change its fiscal
year to the year ending December 31, in order to conform with the fiscal year of
its predecessor Nevada corporation.
<PAGE> 2
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.
MULTIPLE DIMENSIONAL LASER
TECHNOLOGIES, INC.
/s/ William T. Swor
- ---------------------------
William T. Swor, President
Date: November 5, 1997
----------------------
<PAGE> 3
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
INDEX TO UNAUDITED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Balance Sheet at May 31, 1997................................................1
Statement of Operations For the Five Months Ended May 31, 1997...............2
Statement of Changes in Stockholders' Equity
For the Period from September 28, 1993
(Date of Inception) to May 31, 1997.................................3
Statement of Cash Flows For the Five Months Ended May 31, 1997...............4
Notes to Financial Statements..............................................5-8
Pro Forma Financial Statements............................................9-10
</TABLE>
<PAGE> 4
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MAY 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
May 31, 1997
------------
<S> <C>
Current assets:
Cash $ 373,309
Receivable, shareholder 25,955
Prepaid expenses 4,150
Inventories (Note 3) 435,579
-----------
Total current assets 838,994
-----------
Property and equipment:
Furniture, equipment and autos 310,036
Less accumulated depreciation (207,280)
-----------
102,756
-----------
Other assets:
Organization costs, net of accumulated amortization 180
Patents, net of accumulated amortization 4,993
Software, net of accumulated amortization 6,000
-----------
11,172
-----------
$ 952,922
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 16,870
Notes payable, shareholders (Note 4) 315,000
-----------
Total current liabilities 331,870
-----------
Commitments and contingencies (Note 8) --
Stockholders' equity:
Common stock, $.01 par value, 50,000,000 shares
authorized; 49,495,000 and 46,725,000 shares
issued and outstanding 777,350
Additional paid-in capital 1,061,900
Accumulated deficit (1,166,503)
-----------
672,747
Less treasury stock, 425,000 shares, at cost (51,695)
-----------
Total stockholders' equity 621,052
-----------
$ 952,922
===========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE> 5
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE FIVE MONTHS ENDED MAY 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Period from inception
Five months ended (September 28, 1993)
May 31, 1997 to May 31, 1997
----------------- ---------------------
<S> <C> <C>
Operating Income:
Sales $ 85,000 $ 85,000
------------ ------------
Total income $ 85,000 $ 85,000
Cost of Goods Sold $ 46,157 $ 46,157
------------ ------------
Total Cost of Goods Sold $ 46,157 $ 46,157
Gross Profit $ 38,843 $ 38,843
Operating expenses:
Other general and administrative $ 183,180 $ 1,198,403
------------ ------------
Loss from operations (144,337) (1,159,560)
Other income (expense):
Interest, net 1,710 (10,847)
Other -- 3,903
------------ ------------
Total other income (expense) 1,710 (6,944)
------------ ------------
Net loss $ (142,628) $ (1,166,504)
============ ============
Net loss per common share $ (0.00)
============
Weighted average common shares 49,495,000
============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION (SEPTEMBER 28, 1993) TO MAY 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Stock to be Issued Common Stock
Shares Amount Shares Amount
----------- ----------- ----------- -----------
<S> <C> <C> <C>
Issuance of common stock for assets -- $ -- 31,200,000 $ 312,000
Issuance of common stock for services -- -- 5,500,000 55,000
Net loss, period from inception
(September 28, 1993) to
December 31, 1993 (unaudited) -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 1993 -- -- 36,700,000 367,000
Issuance of common stock -- -- 3,425,000 34,250
Issuance of common stock for services -- -- 1,200,000 12,000
Net loss -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 1994 -- -- 41,325,000 413,250
Issuance of common stock 1,850,000 186,250 2,275,000 22,750
Common stock issued for services -- -- 3,125,000 31,250
Net loss -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 1995 1,850,000 186,250 46,725,000 467,250
Issuance of common stock (1,700,000) (171,250) 2,510,000 25,100
Cash returned to investors (150,000) (15,000) -- --
Purchase of treasury stock -- -- -- --
Net loss -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 1996 -- $ -- 49,235,000 $ 492,350
=========== =========== =========== ===========
Issuance of common stock 260,000 285,000
Net loss
----------- ----------- ----------- -----------
Balance, May 31, 1997 -- $ -- $49,495,000 $ 777,350
=========== =========== =========== ===========
<CAPTION>
Additional
Paid-in Accumulated Treasury
Capital Deficit Stock Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock for assets $ 5,000 $ -- $ -- $ 317,000
Issuance of common stock for services -- -- -- 55,000
Net loss, period from inception
(September 28, 1993) to
December 31, 1993 (unaudited) -- (79,652) -- (79,652)
----------- ----------- ----------- -----------
Balance, December 31, 1993 5,000 (79,652) -- 292,348
Issuance of common stock 43,250 -- -- 77,500
Issuance of common stock for services -- -- -- 12,000
Net loss -- (178,236) -- (178,236)
----------- ----------- ----------- -----------
Balance, December 31, 1994 48,250 (257,888) -- 203,612
Issuance of common stock 92,000 -- -- 301,000
Common stock issued for services 171,000 -- -- 202,250
Net loss -- (468,469) -- (468,469)
----------- ----------- ----------- -----------
Balance, December 31, 1995 311,250 (726,357) -- 238,393
Issuance of common stock 750,650 -- -- 604,500
Cash returned to investors -- -- -- (15,000)
Purchase of treasury stock -- -- (51,695) (51,695)
Net loss -- (297,519) -- (297,519)
----------- ----------- ----------- -----------
Balance, December 31, 1996 $ 1,061,900 $(1,023,876) $ (51,695) $ 478,679
=========== =========== =========== ===========
Issuance of common stock 285,000
Net loss (142,628) (142,628)
----------- ----------- ----------- -----------
Balance, May 31, 1997 $ 1,061,900 $(1,166,504) $ (51,695) $ 621,051
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE FIVE MONTHS ENDED MAY 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Period from inception
Five months ended (September 28, 1993)
May 31, 1997 to May 31, 1997
----------------- ---------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (142,628) $(1,166,504)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 27,687 222,026
Issuance of common stock for services -- 269,250
Changes in operating assets and liabilities:
Prepaid expenses 1,171 (4,150)
Inventory (181,858) (435,579)
Other assets (1,052) (6,326)
Accounts payable and accrued liabilities (2,914) 16,872
----------- -----------
Net cash used in operating activities (299,594) (1,104,411)
----------- -----------
Cash flows from investing activities:
Capital expenditures for property and equipment -- (13,036)
Capital expenditures for patents (645) (645)
----------- -----------
Net cash used in investing activities (645) (13,681)
Cash flows from financing activities:
Issuance of common stock 285,000 1,268,000
Cash returned to investors -- (15,000)
Purchase of treasury stock -- (51,695)
Net borrowings/loans from related parties 315,000 290,097
----------- -----------
Net cash provided by financing activities 600,000 1,491,402
----------- -----------
Net increase (decrease) in cash and cash equivalents 299,761 373,310
Cash at beginning of period 73,549 --
----------- -----------
Cash at end of period $ 373,310 $ 373,310
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 8
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MAY 31, 1997
1. DESCRIPTION OF BUSINESS
Multiple Dimensional Laser Technology, Inc. (the Company) was incorporated
in Nevada on September 28, 1993. The Company is primarily engaged in the
development, manufacture, sale and distribution of medical laser equipment.
As of May 31, 1997, the Company was in the development stage, in that
principal operations had not commenced.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
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 period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all liquid investments, with original maturities of
three months or less when purchased, to be cash equivalents.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
Furniture, Equipment and Autos
Equipment is recorded at cost and depreciated by the straight-line method
over the five-year expected useful lives of the assets. Expenditures for
normal maintenance and repairs are charged to income, and significant
improvements are capitalized. Depreciation expense for the five months
ended May 1997 amounted to $25,836.
Organization Costs
Costs incident to the creation of the Company, including various legal
fees, have been capitalized and are being amortized over a five- year
period. Amortization expense for the five months ended May 1997 amounted to
$30.
5
<PAGE> 9
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MAY 31, 1997
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Patents
Costs incurred for application and filing of the patent, including legal
fees, have been capitalized and are being amortized over fifteen years
which is the remaining life of the patent. Amortization expense for the
five months ended May 1997 amounted to $154.
Software
The software costs have been capitalized and are being amortized over a
five-year period. Amortization expense for the five months ended May 1997
amounted to $1,667
Net Loss Per Common Share
Per share amounts have been computed using the weighted average number of
shares of common stock and stock to be issued outstanding for each period.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109"). SFAS 109 utilizes the asset and liability method of computing
deferred income taxes. The objective of the asset and liability method is
to establish deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities at enacted tax rates expected to be in
effect when such amounts are realized or settled. Under SFAS 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
3. INVENTORIES
The major components of inventories at May 31, 1997 are as follows:
<TABLE>
<S> <C>
Work-in-process $ 115,579
Finished goods 320,000
---------
$435,579
</TABLE>
6
<PAGE> 10
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MAY 31, 1997
4. NOTES PAYABLE
Notes payable at May 31, 1997 consisted of:
Unsecured non-interest bearing convertible
notes payable to investors.(For cash received
in anticipation of the issuance of stock certificates) $315,000
========
5. RELATED PARTY TRANSACTIONS
The Company borrowed/loaned funds from/to a major shareholder in 1994 at an
interest rate of 10%. The Company has a receivable of $25,955 at May 1997.
The receivable will be paid in 1997 through payroll deductions.
6. INCOME TAXES
The Company has recorded no income tax benefit due to the existence of a
net operating loss. Net operating loss carryforwards for tax purposes,
which will expire, if not utilized, beginning in 2008, amounted to
approximately $1,000,000 at December 31, 1996. The Company has recorded a
valuation allowance equal to the deferred tax asset related to the net
operating loss carryforwards each year.
The components of the Company's deferred taxes were as follows at December
31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Net operating loss carryforward $ 340,000 $ 245,000
Deferred tax asset valuation allowance (340,000) (245,000)
--------- ---------
$ -- $ --
========= =========
</TABLE>
7. COMMITMENTS AND CONTINGENCIES
Concentration of Credit Risk
The Company invests its cash and certificates of deposit primarily in
deposits with major banks. Certain deposits, at times, are in excess of
federally insured limits. The Company has not incurred losses related to
its cash.
7
<PAGE> 11
MULTIPLE DIMENSIONAL LASER TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MAY 31, 1997
7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Lease
The Company leases its office space under a month-to-month lease. Rent
expense amounted to $1,200 for the five months ended May 1997.
Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
Disclosures about Fair Value of Financial Instruments. The estimated fair
value amounts have been determined by the Company, using available market
information and appropriate valuation methodologies.
The fair value of financial instruments classified as current assets or
liabilities including cash and cash equivalents, receivables and accounts
payable approximate carrying value due to the short-term maturity of the
instruments.
8. SUBSEQUENT EVENTS
On June 25, 1997, the Company entered into a plan of stock transfer and
exchange among Buffalo Capital I, Ltd.("Buffalo"), the Company
stockholders, and Bill Swor.
The agreement provided that Buffalo would acquire all of the outstanding
shares of the Company in exchange for 4,8000,000 shares of Buffalo's stock.
The agreement also provided that Buffalo would, upon ratification of the
exchange agreement, amend their articles of incorporation to change the
corporate name to MDLT and cancel all previously outstanding Class A and
Class B warrants.
Buffalo agreed to issue certain shares and options to consultants, and also
agreed to enter into a research and development agreement with William
Swor.
The transactions contemplated by the agreement were consummated on June 25,
1997, as a result of which the Company became the wholly owned subsidiary
of Buffalo, and the officers and directors of Buffalo resigned in favor of
William Swor and Dan Parker.
The Company presently has its headquarters in Sulphur Springs, Texas, near
Dallas. It is primarily engaged in the development, manufacture, sale, and
distribution of medical laser equipment. In the near future it expects to
move to a facility in the same area where it will manufacture and assemble
its own products. Previously, such manufacture has been outsourced to
Kigre, Inc., Hilton Head, S.C., but such relationship is being terminated.
8
<PAGE> 12
BUFFALO CAPITAL I, LTD. AND SUBSIDIARY
PRO FORMA FINANCIAL STATEMENTS
The proforma balance sheet and income statements present assets and liabilities
and income statement data, respectively, on a pro forma basis for Buffalo
Capital I, Ltd. (the "Company") and Multiple Dimensional Laser Technology, Inc.
(MDLT, Inc.) as if the acquisition had been made as of May 31, 1997. The
acquisition, by means of a private stock offering of the Company's common stock
to MDLT, Inc. Stockholders, was consummated on June 25, 1997 and is described in
the Company's June 25, 1997 filing on Form 8-K.
The fiscal year end of the Company was August 31, while the fiscal year end of
MDLT, Inc. was December 31. The Board of Directors has elected December 31 as
the fiscal year. The Company was last audited on May 31, and MDLT, Inc was last
audited on December 31; therefore, the new consolidated company will not be
audited until December 31.
BUFFALO CAPITAL I, LTD. AND SUBSIDIARY
(A Development Stage Company)
PRO FORMA BALANCE SHEET
May 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Assets
Pro Forma Pro Forma
Company MDLT, Inc. Adjustments Combined
------------ ------------ ----------- ---------------
<S> <C> <C> <C> <C>
Current assets:
Cash $ 3,731 $ 373,309 $ 377,040
Receivable, shareholder - 25,955 25,955
Prepaid expenses - 4,150 4,150
Inventories - 435,579 435,579
------------ ------------ ---------------
Total current assets 3,731 838,994 842,725
------------ ------------ ---------------
Property and equipment:
Furniture, equipment and autos - 310,036 310,036
Less accumulated depreciation - (207,280) (207,280)
------------ ------------ ---------------
- 102,756 102,756
------------ ------------ ---------------
Other assets:
Organization costs, net of accumulated amortization 255 180 435
Patents, net of accumulated amortization - 4,993 4,993
Software, net of accumulated amortization - 6,000 6,000
------------ ------------ ---------------
255 11,172 11,427
------------ ------------ ---------------
$ 3,986 $ 952,922 $ 956,908
============ ============ ===============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ - $ 16,870 $ 16,870
Notes payable - - -
Notes payable, shareholders - 315,000 315,000
------------ ------------ ---------------
Total current liabilities - 331,870 331,870
------------ ------------ ---------------
Commitments and contingencies - - -
Stockholders' equity:
Common stock 7,500 777,350 1,058,386 (A) 1,843,236
Additional paid-in capital 92,950 1,061,900 (1,154,850)(A) -
Accumulated deficit (96,464) (1,166,503) 44,769 (A) (1,218,198)
------------ ------------ ---------------
3,986 672,747 625,038
Less treasury stock - (51,695) 51,695 (A) -
------------ ------------ ---------------
Total stockholders' equity 3,986 621,052 625,038
------------ ------------ ---------------
$ 3,986 $ 952,922 $ 956,908
============ ============ ===============
</TABLE>
9
See note (A) on Page 10.
<PAGE> 13
BUFFALO CAPITAL I, LTD. AND SUBSIDIARY
PRO FORMA NET INCOME AND NET EARNINGS PER SHARE
(Unaudited)
As discussed under "Item 2" in the Form 10-QSB filed July 11, 1997, Buffalo
Capital I, Ltd. has engaged in no significant operations since inception other
than the acquisition of capital and the registering of its securities under the
Securities and Exchange Act of 1934, as amended. Pro forma results of operations
of Buffalo Capital I, Ltd. as if its acquisition of Multiple Dimensional Laser
Technology, Inc. had occurred as of May 31, 1997 would, therefore, exclude
revenues and expenses of Buffalo Capital I, Ltd. inasmuch as they do not relate
to the continued operations of the successor company, and would include the
historical results of operations of Multiple Dimensional Laser Technology, Inc.
only, without significant adjustment (see "Financial Statements of Multiple
Dimensional Laser Technology, Inc. (Unaudited)" elsewhere herein). In addition,
the fiscal year end for Buffalo Capital I, Ltd. is August 31 whereas the fiscal
year end for Multiple Dimensional Laser Technology, Inc. is December 31.
Accordingly, no pro forma income statements for the combined companies for the
five months ended May 31, 1997 have been presented. Pro forma earnings per share
information for this period is as follows:
<TABLE>
<CAPTION>
Income From Weighted Average
Continuing Number of Shares
Operations Per of Common Stock
Common Share Outstanding
--------------------- --------------------
<S> <C> <C>
Five Months ended May 31, 1997 $0.00 4,800,000
</TABLE>
(A) On June 25, 1997, Buffalo Capital I, Ltd. entered into a plan of stock
transfer and exchange among Buffalo Capital I, Ltd.("Buffalo"), Multiple
Dimensional Laser Technology, Inc. ("MDLT, Inc.") Stockholders and William
Swor.
The agreement provided that Buffalo would acquire all of the outstanding
shares of MDLT in in exchange for 4,8000,000 shares of Buffalo's stock.
The agreement also provided that Buffalo would, upon ratification of the
exchange agreement, amend their Articles of Incorporation to change the
corporate name to MDLT and cancel all previously outstanding Class A and
Class B warrants.
Buffalo agreed to issue certain shares and options to consultants, and also
agreed to enter into a research and development agreement with Bill Swor.
The transactions contemplated by the agreement were consummated on June 25,
1997, as a result of which the original MDLT became the wholly owned
subsidiary of Buffalo, and the officers and directors of Buffalo resigned
in favor of William Swor and Dan Parker
10
