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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549:
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] 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 0-27157
P.D.C. Innovative Industries, Inc.
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(Name of Small Business Issuer in its charter)
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<S> <C>
Nevada 65-0799306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3701 N.W. 126th Avenue
Corporate Park Bay 5
Coral Springs, Florida 33065
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(Address of principal executive offices) (Zip Code)
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Issuer's telephone number: (954) 341-0092
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of Registrants knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form I0-KSB
or any amendment to this Form I0-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $0.00
State the aggregate market value of the voting stock held by
non-affiliates computed; by reference to the price at which the stock was sold,
or the average bid and asked prices of, such stock, as of a specified date
within the past 60 days, (See definition of affiliate in Rule 12b-2 of the
Exchange Act): $ 1,508,643.00, as of March 17, 2000.
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the; common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 13,382,417 as of March 2,
2000.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part 1, Part II,
etc,) into which the document(s) is incorporated: (1) any annual report to
security holders; (2), any Proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 ("Securities Act"). The listed documents should be clearly described for
identification purpose (e.g., annual report to security holders for fiscal year
ended December 31, 1990).
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
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TABLE OF CONTENTS
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ITEM PAGE
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Part I
Item 1. Description of Business.................................................. 2
Item 2. Description of Property.................................................. 10
Item 3. Legal Proceedings........................................................ 10
Item 4. Submission of Matters to a Vote of
Securities Holders..................................................... 11
Part II
Item 5. Market for Common Equity and Related
Stockholder Matters.................................................... 12
Item 6. Management's Discussion and Analysis..................................... 15
Item 7. Consolidated Financial Statements........................................ 21
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................................... 32
Part III
Item 9. Directors, Executive Officers, Promoters,
and Control Persons; Compliance with
Section 16(a) of the Exchange Act...................................... 32
Item 10. Executive Compensation................................................... 35
Item 11. Security Ownership of Certain Beneficial
Owners and Management.................................................. 35
Item 12. Certain Relationships and Related Transactions........................... 35
Item 13. Exhibits and Reports on Form 8-K......................................... 35
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND
P.D.C. Innovative Industries, Inc. ("PDC" or the "Company") was
originally incorporated in Nevada on September 7, 1994, On January 22, 1998, we
became a public company as a result merger with an already existing public
company, and our stock (Common Stock, Par Value $0.001) began to be quoted on
the OTC Bulletin Board. Then, on March 2, 2000, we became the successor to MAS
XIV Acquisition Corp., a reporting company under the Securities Exchange Act of
1934, as amended. On March 6, 2000, we filed a Form 8-K, which contained
Audited Financials for our Company, and we are filing this Form 10-KSB to
continue to be a fully-reporting company under the Exchange Act.
Our primary business consists of the research, development,
manufacture and/or distribution of innovative products for the construction and
healthcare industries, as well as for household and general consumption.
PRODUCTS
The products the Company plans to manufacture and distribute consist
of:
- the Hypo-Sterile 2000, a device for sterilization of
intrusive medical instruments
- the TriLevel Family, a series of innovative levels for
construction workers
- the Perfect Seal, an innovative heat/cool air conserving door
seal
- the Flush Mizer, a water saving valve for toilet tanks
- the Mulching Blade, a high-efficiency blade for lawn-mowers
Our primary markets consist of wholesalers in their respective
industries.
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Mr. Dave Sowers, our CEO and Chairman, applied for the patents for
these products, as well as for several other inventions that are expected to
form the basis of other innovative items to be added to the Company's product
line. At present, the rights to all these products belong to Mr. Sowers.
However, it is anticipated that the Company and Mr. Sowers will enter into
licensing agreements to enable the Company to begin to distribute these
products. (See "PATENTS")
HYPO-STERILE 2000
The Hypo-Sterile 2000 is a device used to dispose of contaminated
hypodermic syringes and other intrusive medical instruments at the site of use.
The device reduces, in an enclosed environment, the entire instrument to small,
sterile particles which can be disposed of as conventional trash, This approach
significantly reduces physical hazards to nurses or phlebotomists after
injections or draws, reduces bacterial growth within and around collection
boxes and aerolization of infectious agents, limits risks of injury or
infection waste-handling personnel, cuts costs of disposal, including
collection, handling, paperwork and specialized transport as well as limits
potential cross-contamination with the hospital, office and environment due to
handling and moving of contaminated waste.
We plan to target hospitals and larger health clinics, where higher
volume usage justifies a dedicated machine at each usage point. We also plan to
have two additional designs that would be available for the smaller medical
offices as well as a larger batch mode version. The latter would be used where
intermediate collection boxes are still required. The unit would "digest" an
entire collection box, including the instruments contained therein. Our
management believes that introduction of its Hypo-Sterile 2000 line of products
will present a substantial growth opportunity for the Company. Although aware
of safety protocols when dealing with contagious infectious illnesses, medical
personnel are still subjected to thousands of penetrations with intrusive
instruments each year with serious consequences of dealing with
life-threatening conditions for them and the large cost of ongoing treatment
and testing for the facility of employment. Despite stringent regulations by
the Occupational Safety Hazard Agency ("OSHA"), Joint Commission on
Accreditation of Healthcare Organizations ("JCAHO"), and others, the problems
persists mainly because used contaminants are not destroyed or sterilized, but
merely covered and stored, leaving the physical and biological hazards
undiminished during storage, collection and transport to a licensed
incinerator, usually off site. The Hypo-Sterile 2000 line of products
effectively destroys both the injury and biological hazards at the site of use.
However, our Management also considers the medical sterilization
sector to be the most challenging sector within our product line. Both the
production and the sterilization of surgical products require significant
resources and must meet exacting FDA standards. Our founder,
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Chairman and CEO, Mr. Dave Sowers, gained experience in launching of a new
competitive product line during his three-year tenure at BSD Enterprises, Inc,
However, the sterilization products sector is highly competitive and is
presently dominated by Baxter International Johnson & Johnson, Kimberly-Clark
and other large suppliers. We hope, to develop a niche market within the
sterilization product industry through our ability to "customize" products to
fit customers' special needs. We believe that as a direct manufacturer, the
Company is well suited to develop this specialized marketing approach which is
generally more difficult for larger manufacturers.
THE TRILEVEL FAMILY
All of our TriLevel products are computer milled from Aircraft Grade
anodized aluminum (Grade: 6061). Using a sophisticated C & C milling center,
TriLevel products are machined to zero tolerance and undergo rigorous quality
control and assurance testing throughout the manufacturing and assembly
process, All TriLevel products come with Limited Lifetime Guarantee against
manufacturing defects, corrosion, pitting and warping. The state-of-the-art
design of TriLevel leveling products is the result of more than 3 years'
intensive research and development. TriLevel currently offers five
zero-tolerance leveling products which are available in various sizes with
unique features and benefits.
THE POCKET PITCH DIAL LEVEL has an adjustable center level dial and
bulb, It is of 4" fixed length, weighs 6 ounces, can be custom engraved, and is
available in a selection of colors with an optional carrying pouch. This
pocket-sized, belt-attachable level, offers the convenience of an integrated
360 degree rotating center level bulb & dial for use in limited space areas.
Due to this level's design, our Management believes that this level's
zero-tolerance Ogle measurement (0-45 degrees) is more precise than any
competitive mechanical level currently marketed. In addition to standard level
applications for horizontal and vertical calibration, adjustment and leveling,
the Pocket Pitch Level is specifically designed to be uniquely valuable in all
situations where zero tolerance precision in variable degree leveling is
required, including roof pitch, plumbing pitch and other non-standard, variable
pitch angle measurements.
THE POCKET LEVEL has a fixed center level bulb, it is of 4" fixed
length weighs 3 ounces, can he custom engraved, and is available in selection
of colors with an optional carrying pouch. Similar to the Pocket Pitch Level,
this level is also designed for easy transport and use in cramped, limited
space areas. Due to this levers design, this level's zero-tolerance angle
measurement is more precise than any competitive mechanical level currently
marketed. This level is designed to be used in all situations where horizontal
leveling is desirable, including carpentry, glass work, cabinetry, plumbing
and framing applications where exact horizontal adjustment or measurement is
required.
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THE 18" DIAL LEVEL has adjustable center level dial and bulb, 18"
collapsed length (extends to 24" and 30"), weighs 40 ounces, can be custom
engraved, is offered in a selection of colors, and has an available optional
carrying pouch, This level offers the convenience of an. integrated 360 degrees
variable pitch (variable angle) rotating center level bulb and dial. The 18"
Dial Level adjusts to work area and takes place of three separate conventional
levels 18", 24" and 30" when fully extended). Due to this level's design, this
level's zero-tolerance angle is. more precise than any competitive mechanical
level currently marketed. In addition to standard level applications for
horizontal and vertical calibration, adjustment and leveling, the 18" Dial
Level can be expanded to fit the work area and is specifically designed to be
uniquely valuable in all situations where zero-tolerance precision in variable
degree leveling (0-45 degrees) is required, including roof pitch, plumbing
pitch, and other non-standard variable pitch angle measurements.
THE 18" STANDARD LEVEL has a fixed center level dial and bulb, 18"
collapsed length (extends to 24" and 30"), weighs 26 ounces, can be custom
engraved, and is available in a selection of colors with optional carrying
pouch. Similar to the 18" Dial Level but without the variable angle rotating
center level and bulb, this zero-tolerance level also adjusts to the work area
and takes place of three non-adjustable separate levels (18", 24" and 30" when
fully extended). Due to this level's patent pending design, our Management
believes that this level's zero-tolerance angle measurement is more precise
than any competitive mechanical level currently marketed. In all situations
where zero-tolerance precision is required for standard (non-variable)
horizontal and vertical calibration, adjustment and leveling, including
flexible work space applications in carpentry, glass work, cabinetry, plumbing,
framing and other construction jobs, the 18" Standard Level is specifically
designed to be uniquely valuable.
THE SQUARING LEVEL is similar in appearance to a traditional framing
square. However this Squaring Level's 90 degree arms extend to 12" and can be
extended to 12" x 18" and 18" x 18" squaring levels on both ends, 45 degree
squaring level at arm joint. This level is weighs 32 ounces, can be custom
engraved, and is available in a selection of colors. In addition to providing
zero-tolerance 90 and 45 degree framing guidance, the Squaring Level can be used
to provide absolutely precise horizontal or vertical leveling with what our
Management believes is a greater degree of precision than any competitive
mechanical level currently marketed. The Squaring Level is specifically
designed to be uniquely valuable in any situation where zero-tolerance 45 or 90
degree framing or horizontal and vertical calibration, adjustment and leveling
is desirable. Applications include finished carpentry, glass and mirror work,
cabinetry, standard framing, and other exacting construction jobs.
PERFECT SEAL
Perfect Seal is a seal which can be added to the bottom of a door in
any home or office. It is not a door sweep, but rather a seal which does not
touch the flooring of the room until the
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door is closed tightly. This creates a perfect airtight closing sea) that keeps
out insects, noise, cold or hot air. It is made with a tongue and grove which
make it airtight. When a door which is equipped with the Perfect Seal is
closed, the seat drops down from inside the door (where it is stored when not
deployed), and the rubber meets the floor. When the door is opened, the seal
draws back up, thus avoiding any friction with or rubbing against the floor.
Perfect Seal is made of Anodized Aluminum. It comes in four different colors
and is available in different lengths of 28", 32", 34" and 36".
FLOW MIZER
The Flow Mizer is designed to address the problem of water
conservation acute in many parts of the United States and abroad. Flush Mizer
is a double flapper valve which universally fits most toilet tanks and saves
approximately 30% of tank water per flush of liquid waste. Since flushing
liquid waste accounts for the major part of the usage of toilet facilities, the
Flush Mizer is designed in such a way that an up-motion of the handle provides
for water-saving liquid waste flushing, while a down-flush motion of the handle
provides for solid waste flushing, maintaining full flush.
MULCHING BLADE
The Mulching Blade is a product suitable for application with both
residential and commercial makes and models of lawn mowers. The Mulching Blade
is designed to basically disintegrate anything it comes in contact with, such
as twigs, branches, fruit, palm fronds, leaves, etc. This mulching leads to the
benefits of fertilizing the lawn and eliminating raking. The Mulching Blades
technology is very unique compared to conventional blades. The Mulching Blade
is 21" and has 12" of lifting surface to hold the grass inside and turn it
into fodder.
PATENTS
The 18" Standard Telescoping Level is the subject of a Notice of
Allowance and Issue Fee Due from the United States Patent Office, and it is
anticipated that a formal Patent will be issued some time during the year 2000,
although this cannot be assured, When issued, this Patent, and the applications
for patents of the other products we hope to manufacture and sell, will be, and
are currently held, by Mr. Sowers. It is the intention of Mr. Sowers and, the
Company to enter into licensing agreements for these products when appropriate
opportunities arise for us to effectively exploit them on a commercial basis.
SUPPLIES
The raw materials used by us in manufacturing our products are
generally available. We seek to maintain multiple sources of the parts and
materials we purchase from suppliers;
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however, certain customers could limit and/or designate specific suppliers, and
the availability of such parts and materials could affect our ability to fill
those customers' orders on a timely basis, Management of our Company believes
that the interruption of its relationships with suppliers would not have a
material adverse effect over the long-term, as parts and materials suitable for
the production of the types of products the Company manufacture's would be
available from other suppliers.
PROPOSED PLANS FOR SALES, MARKETING, AND DISTRIBUTION
The primary markets for the Company's Sterile-Pro 2000 products will
be in the healthcare sector, divided essentially into three broad categories
(i) hospitals; (ii) "alternative site" facilities (including surgical centers,
nursing homes, and elderly care facilities and clinics); and (iii) small
medical offices.
Primary customer categories would be the single end-user, purchasing
associations or consortiums of various kinds - a dominant feature in the
hospital sector - and various federal, state and local government bodies (the
majority of whose purchases are open to competitive bidding).
The primary channels of distribution include medical supply
distributors, dealers who specialize in the medical and hospital markets, and
firms purchasing the Company's products for resale Under "Private label"
arrangements for other suppliers and retailers.
Primary sales and marketing techniques or strategies include direct
mailings, trade publication advertising, bidding for government contracts when
appropriate, and direct solicitation of prospective customers.
We anticipate that the primary markets for the Company's TriLevel and
Perfect Seat products are organizations which sell to construction and
home-remodeling, customers, such as Home Depot, Ace Hardware, and smaller
chain stores and individual wholesalers. However, we cannot guarantee that we
will be able to induce these chains to do business with us.
Primary customer categories would be the single end-user construction
and home remodeling companies as well as individuals, Primary sales and
marketing techniques will include direct sales visits, mailings and attendance
at various trade shows.
EMPLOYEES
At present, we employ a total of seven employees. If the Company
expands, it will require additional personnel, both skilled and unskilled.
Although the Company believes that
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the personnel it will require are readily available at reasonable salary rates,
no assurance can be given that we will be able to attract the type and quantity
of employees our operations will require; further, even if such personnel are
available, no assurance can be given that they can be hired on terms favorable
to the Company.
COMPETITIVE CONDITIONS
The contract manufacturing business in which we engage is highly
competitive. Many of our competitors have greater sales volume and resources
than we do. The principal elements of competition are quality, service,
delivery, price, and meeting customer requirements. We believe that, if and
when we begin to make sales, we will account for only a small portion of
aggregate national sales of similar products. However, we believe that the
quality of our products will give us a competitive advantage.
NEED FOR GOVERNMENT APPROVAL AND EFFECT OF EXISTING REGULATIONS
Some of the. products we market are subject to regulation as medical
devices by the Food And Drug Administration (the "FDA"), which has
comprehensive authority to regulate the development, production, distribution
and promotion of medical devices. The states and foreign countries where our
products are sold may also impose additional regulatory requirements.
Pursuant to the federal Food, Drug and Cosmetic Act and the
regulations promulgated thereunder, a medical device is ultimately classified
by the FDA as either a Class 1, Class II or Class III device. Class I devices
are subject to general controls which are applicable to all devices. Such
controls include regulations regarding FDA inspection of facilities, "Good
Manufacturing Practices," labeling, maintenance of records and filings with the
FDA. Class II devices must meet general performance standards established by
the FDA before they can be marketed and must adhere to such standards once on
the market. Class III devices require individual pre-market approval by the FDA
before they can be marketed, which can involve extensive tests to prove safety
and efficacy of the device. Each manufacturer of medical devices is required to
register with the FDA and also to file a "510(k) Notification" (the
"Notification") before initially marketing a new device intended for human use.
The manufacturer may not market such new device until 90 days following the
filing of such Notification unless the FDA permits an early marketing date. The
FDA, prior to the expiration of the 90-day period, may notify the manufacturer
that it objects to the marketing of the proposed device and thereby may delay
or preclude the manufacturer's ability to market that device, The FDA may also
require further data from, or testing by, the manufacturer.
The FDA permits the marketing of some medical devices, subject to the
general controls under the Act, if the devices are "substantially equivalent"
to devices marketed in interstate
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commerce before May 28, 1976 (the effective date of the Medical Device
Amendment to the Act).
Our proposed sterilization products may fall within the Class III
category, in which case we would have to file a Pre-market Approval
Application, Such application must be accompanied by extensive literature
references and preclinical and clinical testing data. The FDA normally has 180
days to review a Pre-market Approval Application, during which time an
independent advisory committee evaluates the Application and provide
recommendations to the FDA. While the FDA has often responded to such
Applications within the allotted time, there are many instances where the
reviews have been more protracted, and a number of devices have never been
cleared for marketing.
Any products we distribute pursuant to the above authorizations are
subject to pervasive and continuing regulation by the FDA. All phases of the
manufacturing and distribution process are governed by FDA regulations, and
each supplier of product to the Company must also have FDA approved products,
Products must be produced in registered establishments and be manufactured in
accordance with "Good Manufacturing Practices." All such devices must be listed
periodically with the FDA as well. Labeling and promotional activities are
subject to scrutiny by the FDA and in certain instances by the Federal Trade
Commission. The export of devices is also regulated in certain instances.
The Mandatory Device Reporting ("MDR") regulation obligates us to
provide information to the FDA on injuries alleged to have been associated with
the use of a product or certain product failures which could cause injury. If
due to FDA inspections, MDR reports or other information, the FDA believes that
we are not in compliance with the law, the FDA can institute proceedings to
detain or seize products, enjoin future violations, or asses civil and/or
criminal penalties against us, our officers or employees. Any such action could
disrupt our operations for an undetermined time.
As discussed above, in January 1992, OSHA issued comprehensive new
federal regulations aimed at establishing new protective standards to minimize
occupational exposure to various blood borne pathogens such Hepatitis and the
HIV virus associated with AIDS. OSHA determined, after a four year study of
the need for such regulations, that employees face a significant health risk as
the result of occupational exposure to blood and other potentially infectious
materials and concluded that this exposure can be minimized or eliminated using
a combination of work practice controls, personal protective clothing and
equipment, training, and medical surveillance. Furthermore, there are 23 states
with their own OSHA-approved occupational safety and health plans which must
now adopt a comparable standard within six months or amend their existing
standard if it is not at least as effective as the federal standard, These new
regulations are primarily aimed at the healthcare industry where, based upon
published OSHA findings, between 2 and 2.5 Million workers are presently at
risk of infection.
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From our point of view, these new regulations, which make mandatory in
the healthcare industry the use of sterilization equipment of nature comparable
to the products we manufacture, are expected to have materially favorable
impact upon our sales during the foreseeable future. Although no assurances can
be given, based upon sales of the new OSHA mandated products, our Management
believes that we will continue to be a beneficiary of the increase in demand
for products of this type for the foreseeable future.
INSURANCE
Due to the decrease in the number of insurance carriers willing to
provide product liability insurance, especially in the healthcare industry,
product liability insurance availability has been significantly reduced and
premiums have increased dramatically over recent years. At present, we maintain
no product liability insurance. Although we intend to obtain such insurance
coverage, there can be no assurance that we will be able to obtain insurance at
reasonable premiums which we can afford in the future. The inability to obtain
such insurance could have a materially adverse effect upon our business,
financial condition and future prospects, To date we have not been the subject
of any product liability claims.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company has entered into a business lease agreement with L.A.W.
Properties Coral Springs, LLC. for office, lab, and manufacturing space of
approximately 11,000 square feet at 3701 NW 126th Avenue, Corporate Park, Bay
5, Coral Springs, FL. The Company has committed to a two-year lease with a base
rent of $5,300 per month, with a cost of living adjustment over the term of the
lease. Consequently, the Company has committed to a minimum of $127,200.00 over
the two-year period under this lease.
ITEM 3. LEGAL PROCEEDINGS.
Mr. Fernando Bugallo, a former employee, has filed a suit against us
and our CEO, Mr. Sowers, in Circuit Court of the 17th Judicial Circuit, in and
for Broward County, Florida. (Case Number 99-015696). In Count I of his
Complaint, Mr. Bugallo alleges that Mr. Sowers breached an agreement in which
he purportedly agreed to split profits with Mr. Bugallo concerning a
multi-purpose level he (Bugallo) claims he designed. Mr. Sowers has pointed out
that an agreement was entered into for the development of a lawnmower blade if,
in fact, Mr. Bugallo was able to obtain financing, which Mr. Bugallo was unable
to do. Furthermore, Mr. Sowers has stated that he had previously paid Mr.
Bugallo the sum of $750.00 to build three prototypes of the multipurpose level
prior to the date of the agreement and that the level in question was not part
of the agreement.
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In Count II of his Complaint, Mr. Bugallo has brought an action
against our Company to rescind a contract dated April 8, 1998, and amended
September 3, 1998, for the purchase of certain equipment he sold to us. He has
alleged that he was fraudulently induced to enter into this agreement. We have
pointed out that Mr. Bugallo did not live up to the terms of his agreement,
because, contrary to his promises, the equipment was not free and clear of
liens at the time it was sold, nor was it in proper working condition.
Therefore, we have brought a Counterclaim against Mr. Bugallo for
these fraudulent representations, and we are seeking a Judgement of
approximately $190,000.00, plus attorney's fees and costs. We are also seeking
damages against Mr. Bugallo because he damaged the equipment while he was
working for us.
We do not believe Mr. Bugallo's claims are valid, and we are pursuing
our defenses and counterclaims against him.
On November 17, 1999, the Company entered into a settlement agreement,
which settled a legal action brought by the Company against Power. Media Group,
Inc., and other related parties. In the agreement, Power Media agreed to make
payments totaling $75,000 as follows: the first payment of $10,000 to be paid
within five days of the ratification of the agreement by the Court, and ten
(10) subsequent monthly payments of $6,500. The Company received the first
payment of $10,000 on December 3, 1999, and has received three timely
subsequent payments of $6,500.00 each.
On July 8, 1999, the Court entered a Summary Final Judgment in favor
of the Company against Kahn Noonien Singh Management, L.L.C., a Florida
corporation, in the amount of $492,500 plus $56,496 in statutory interest plus
reasonable attorney fees. The judgment assessed by the Court against Kahn
Noonien Singh Management related to wrongful conversion of stock, breach of
oral contract, and fraud. Litigation counsel for the Company has filed
discovery motions and is otherwise engaged in attempting to locate assets of
Kahn Noonien Singh Management, which would be available for payment of this
Judgment.
Due its questionable collectability, the amount of the judgment has
not been reflected in our financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY & RELATED STOCKHOLDER MATTERS.
MARKET FOR PDC'S SECURITIES
PDC has been a non-reporting publicly traded company with certain of its
securities exempt from registration under the Securities Act of 1933. PDC's
common stock is currently traded on the OTC Bulletin Board operated by Nasdaq
under the symbol PDCI. Nasdaq has implemented a change in its rules requiring
all companies trading securities on the OTC Bulletin Board to become reporting
companies under the Securities Exchange Act. PDC was required to become a
reporting company by the close of business on March 8, 2000 or no longer be
listed on the OTC Bulletin Board.
As set forth below, we effected a Stock Exchange transaction with a
reporting entity named MAS Acquisition XIV Corp. on March 2, 2000, and became a
successor issuer thereto in order to comply with the reporting company
requirements implemented by the OTC Bulletin Board.
On March 6, 2000, we filed our first Form 8-K with the SEC.
The following table sets forth the high and low prices for shares of
our Common Stock for the periods noted, as reported by the National Daily
Quotation Service and the OTC Bulletin Board maintained by Nasdaq. Quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.
The Company's stock began trading on May 6, 1998, under the symbol
PDCI.
BID PRICES
Year Period High Low
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2000 First Quarter 0.28 0.06
(through February 29, 2000)
1999 First Quarter 5.88 3.25
Second Quarter 3.44 1.10
Third Quarter 1.19 0.25
Fourth Quarter 0.53 0.11
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The number of beneficial holders of record of the Common Stock of PDC
as of the close of business on February 29, 2000, was approximately 114. Many of
our shares are held in street name and consequently may reflect numerous
additional beneficial owners.
We have never paid any cash dividends on our Common Stock and do not
anticipate paying any cash dividends on our common stock in the future. Instead,
we intend to retain future earnings, if any, to fund the development and growth
of our business.
The Company's Common Stock authorized as of December 31, 1997,
consisted of 1,000 shares (No par value) of which 1,000 shares were issued to
and held by two shareholders. After the merger with Kenneth C. Garcia, Inc., the
number of authorized shares was increased to 50,000,000, Par Value $0.001 per
share.
During the period March of 1998 through March of 1999, the Company
issued 1,426,281 shares of its Common Stock to friends and business associates
of Mr. Sowers for $307,228.00 in cash and for other consideration, which
included equipment and some services received by the Company. During the period
September 1998 through January 1999, Company sold an additional 2,800,000 shares
of its Common Stock to Negocios del Caribe, S.A., of Costa Rica, a venture
capital group, for $$239,234.00. Counsel to the Company advised that the
issuance of these shares was exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) thereof.
On January 21, 1999, the Company engaged in a 40 to 1 reverse split of
its Common Stock. On that date 17,068,098 shares of Common Stock were exchanged
for 26,702 shares. After the reverse split, the authorized shares remained
50,000,000, all with a $0.001 par value.
On April 5, 1999, the Company entered into an agreement with
Sterile-Pro, Incorporated, in order to finish the prototype for Hypo Sterile
2000. As part of the agreement, the Company received 500,000 shares (or 1.4%) of
the Common Stock of Sterile-Pro, Incorporated and
13
<PAGE> 15
Sterile-Pro, Incorporated received 2,000,000 shares of the common stock of the
Company, under a transaction exempt from the registration requirements of the
Securities Act by virtue of Section 4(2) thereof.
On September 6, 1999, the Company entered into a securities
subscription agreement in which the Company agreed to sell debentures to BVH
Holdings, L.L.C. The Debentures were entitled P.D.C. Innovative Industries, Inc.
8% Series A Senior Subordinated Convertible Redeemable Debentures, and the total
amount sold to BVH Holdings was $480,000.00. No payments were to be made prior
to the maturity date. The maturity date of the Debentures was September 6, 2001,
at which time the full principal amount of $480,000.00, plus accrued interest,
calculated at 8% per annum, would be due. The Debentures were issued pursuant to
Rule 504 of Regulation D of the rules and regulations of the SEC.
At the sole option of BVH Holdings, the holder could convert all or any
amount of the principal face amount of the Debentures then outstanding into
freely tradeable shares of the Common Stock of the Company at a conversion price
for each share of Common Stock equal to 75% of the closing bid price of the
Common Stock for the trading day immediately preceding the date of conversion.
During the year ended December 31,1999, Debentures totaling $50,000.00
were converted into 383,993 shares of the Common Stock of the Company.
Subsequent to December 31, 1999, and prior to February 29, 2000, all of the
remaining Debentures were converted into 7,095,791 shares of the Common Stock of
the Company. As of February 29, 2000, all of the Debentures were fully retired,
and a total of 7,479,784 shares of the Common Stock of the Company were issued
for the retirement of those Debentures.
As set forth in our Form 8-K which we filed with the SEC on March 6th
of this year, pursuant to a Stock Exchange Agreement (the "Exchange Agreement")
dated as of March 2, 2000, between MRC Legal Services Corporation, a California
Corporation, which entity is the controlling shareholder of MAS Acquisition XIV
Corp. ("MAS XIV"), an Indiana corporation, and the Company, approximately 96.8%
(8,250,000 shares) of the outstanding shares of Common Stock of MAS XIV were
exchanged for 1,500,000 shares of Common Stock of PDC in a transaction in which
PDC became the parent corporation of MAS XIV. In conjunction with the Exchange
Agreement, certain Consultants to the Company were issued an aggregate of
2,465,000 shares of the Company's Common Stock pursuant to a Consulting
Agreement.
The Exchange Agreement was adopted by the unanimous consent of the
Board of Directors of MAS XIV on March 3, 2000. The Exchange Agreement was
adopted by the unanimous consent of the Board of Directors of PDC on March 3,
2000. No approval of the shareholders of PDC or MAS XIV was obtained under
applicable state corporate law.
14
<PAGE> 16
Prior to the effectiveness of the Exchange Agreement, MAS XIV had
8,519,800 shares of Common Stock outstanding, of which 8,250,000 shares were
exchanged for 1,500,000 shares of Common Stock of PDC. By virtue of the
exchange, PDC acquired 96.8% of the issued and outstanding common stock of MAS
XIV.
Prior to the effectiveness of the Exchange Agreement, PDC had an
aggregate of 11,882,417 shares of Common Stock, par value $0.001, issued and
outstanding.
Upon effectiveness of the acquisition, PDC had an aggregate of
13,382,417 shares of Common Stock outstanding.
The Company's Shares were issued to the Consultants for advisory and
legal services rendered. Counsel to MRC advised that these shares, as well as
those of the Company's shares issued to MRC Legal Services Corporation, were
issued in reliance of the exemption from the registration requirements of the
Securities Act of 1933 contained in Section 4(2) thereof covering transactions
not involving any public offering or not involving any "offer" or "sale".
The officers of our Company continued to act as officers of PDC
subsequent to the Exchange Agreement. The officers, directors, and by-laws of
our Company will continue without change.
ITEM 6. MANAGEMENT'S DISCUSSION OR PLAN OF OPERATION.
SATISFACTION OF CASH REQUIREMENTS
We had gross sales of $5,165.00 during the fiscal year ended December
31, 1998, and no revenues for the fiscal year ended December 31, 1999, with net
income (loss) of ($573,376.00) in fiscal 1998 as compared to net income (loss)
of ($424,987) in fiscal 1999.
Currently, we still operate at a loss.
At our present "burn rate", which is $35,000.00 per month, we will be
able to satisfy our cash requirements until May 2000. Unless we are able to
generate significant revenue from sales of product, it will therefore be
necessary for us to raise additional capital before that date.
OUR PLAN OF OPERATION
In the beginning of our first year of business and continuing until the
date of this document, our Management has assessed and evaluated the strengths
and weaknesses of our technology and products, so as to attempt to establish a
15
<PAGE> 17
set of objectives. Based on these efforts, Management has established objectives
as follows:
1. Continue product development.
2. Identify niche markets for our products.
3. Establish a structure to be able to raise capital more effectively.
4. Identify potential sources of capital.
OBJECTIVE NO. 1: CONTINUE PRODUCT DEVELOPMENT
THE STERILE-BOX
The Sterile Box is a device designed to dispose of contaminated
hypodermic syringes and other intrusive medical instruments at the site of use
by subjecting them to high heat. The device reduces, in an enclosed environment,
the entire instrument to small, sterile particles which can be disposed of as
conventional trash. The container is designed to hold up to 200 syringes which
can be heat-shrunk to individual pieces each approximately the size of a
quarter, i.e., $0.25.
Although we have been making progress with the prototype, we have still
not yet developed one which completely satisfies us. We anticipate, but cannot
guarantee, that it will be at least 60 days before a prototype is completed and
ready for submission to the FDA.
OUR FAMILY OF LEVELS
Our zero-tolerance leveling products are available in various sizes
with unique features and benefits.
OBJECTIVE NO. 2: IDENTIFY NICHE MARKETS FOR OUR PRODUCTS
THE STERILE-BOX
We believe that primary markets for the Sterile Box will be in the
health-care sector, divided essentially into three broad categories: (i)
hospitals; (ii) "alternative site" facilities (including surgical centers,
nursing homes, and elderly care facilities and clinics); and (iii) small medical
offices.
OUR FAMILY OF LEVELS
We anticipate that the primary markets for the Level products are
organizations which
16
<PAGE> 18
sell to construction and home-remodeling customers, such as The Home Depot, Ace
Hardware, and smaller chain stores and individual wholesalers.
Recently, a senior executive of The Home Depot visited our facility and
expressed interest in our levels. However, we cannot guarantee that we will be
able to induce The Home Depot to do business with us.
OBJECTIVE NO. 3: ESTABLISH A STRUCTURE TO BE ABLE TO RAISE CAPITAL MORE
EFFECTIVELY
Our third objective was met by becoming a fully reporting company under
the Securities Exchange Act of 1943. We did this by effecting the Exchange
Agreement with MAS XIV, a fully reporting company, to become its successor, by
filing our Form 8-K, and by filing this Form 10-KSB. We believe that by being a
fully reporting company we will be able to raise capital more effectively by
offering our securities under exemption from registration under the Securities
Act of 1933.
OBJECTIVE NO. 4: IDENTIFY POTENTIAL SOURCES OF CAPITAL
The structure to raise capital which we have developed over the past 18
months has been primarily by association with venture capital entities who are
willing to invest in manufacturing "start-ups", as long as such companies have
products which show promise of revenues and are listed on the OTC Bulletin Board
and report to the SEC. By continuing to develop our products for commercial use,
and by becoming a fully reporting company, we hope to be able to attract private
capital and maintain existing relationships.
To that end, we believe that we have a good relationship with at least
two such venture capital firms, namely BVH Holdings, a Jerusalem based fund with
an office in New York City, and Negocios del Caribe, S.A., of Costa Rica, both
of whom have made funds available to us in the past. However, we cannot
guarantee that, if approached, either entity would invest again.
RISKS
The factors, which follow, make the Company's Plan of Operation for the
next twelve months risky.
LIMITED PRODUCT LINE
Our product line is concentrated in the areas of sterilization devices
for the healthcare industry, level devices for the construction industry, as
well as special blades for lawn-mowers, door seals, and water-saving valves for
toilet tanks. Our product lines are vulnerable to adverse developments affecting
our product lines which could reduce demand or significantly increase
17
<PAGE> 19
our costs, thereby reducing potential profitability. Furthermore, because our
line is so diversified, this leads to the risk of increased cost of marketing a
number of items to different non-related consumer segments.
POTENTIAL IMPACT OF RISING COST OF RAW MATERIALS AND LABOR
The cost of raw materials from which our products are manufactured is
subject to abrupt arid significant change. In recent years the price of such
material has generally been increasing. Significant further increases in the
cost of such materials could dramatically increase the pricing of our products
and adversely affect future revenues and profitability of such products. Should
mass production of current and new lines of products may require outsourcing to
foreign manufacturers under the assumption that foreign labor may be less
expensive. However, such outsourcing may lead to the risk of rising of cost of
the products in case of unforeseen surges of costs of labor on respective
foreign markets.
POTENTIAL ADVERSE IMPACT OF ENVIRONMENTAL CONCERNS UPON THE FUTURE
MARKETABILITY OF SOME OF OUR PRODUCTS
At present, some of our present line of products relate to the
healthcare industry are manufactured with the use of materials that are
comprised of non-biodegradable plastic fibers. In recent years, concern has
grown over the effects of such products on the environment due to the country's
growing solid waste disposal "crisis," the declining landfill capacity in major
metropolitan areas able to handle such products, and the much publicized hazards
of "medical wastes." Although the degree to which such products are responsible
for the country's waste disposal related problems is the subject of serious
debate at the present time, should it become the consensus that the cost and
problems of disposal of such products outweighs their benefits,such a
development could have a materially adverse impact upon our operating results.
POTENTIAL IMPACT OF FDA AND GOVERNMENTAL REGULATION ON NEW PRODUCT
DEVELOPMENT FOR THE HEALTH CARE INDUSTRY
Some of our products may be regulated as medical devices by the federal
Food and Drug Administration (the "FDA") pursuant to the federal Food, Drug and
Cosmetic Act (the "Cosmetic Act") and are or may be subject to regulation by
other federal and state governmental agencies.
The FDA has comprehensive authority to regulate the development,
production, distribution and promotion of medical devices. Furthermore, certain
states impose additional requirements on the distribution of medical devices.
The cost of complying with present and future regulations ma be significant. In
addition, the regulatory approval process an attendant costs may delay or
prevent the marketing of products developed by the Company in the future.
18
<PAGE> 20
The Mandatory Device Reporting ("MDR") regulation obligates us to provide
information to the FDA on injuries alleged to have been associated with the use
of a product or certain product failures which could cause injury. If the FDA
believes that we are not in compliance with the law, it can institute
proceedings to detain or seize products, enjoin future violations, or asses
civil and/or criminal penalties against the Company and our officers or
employees. Any such action b the FDA could result in a disruption of our
operations for an undetermined time.
COMPETITION
The industries to which we plan to introduce our current and future
lines of products, such as for example, hospital supply and medical products
business are intensely competitive ones. At present, we estimate that there are
over 50 companies whose products compete with the Company's. Many of our
competitors have far greater financial resources, larger staff's, and more
established market recognition in both the domestic and international markets
than the Company.
POTENTIAL IMPACT OF COST CONTAINMENT POLICIES AND VOLUME BUYING THROUGH
PURCHASING CONSORTIUMS IN THE HEALTHCARE INDUSTRY
The healthcare market accounts for most of the demand for Sterile Box,
one of the major items on our current product line, with hospitals accounting
for approximately two-thirds of the potential demand for such a product. The
health care industry has been typified in recent years by strict cost
containment measures imposed by federal and state governments, private insurers
and other "third party" payors of medical costs.
In response to these pressures, virtually all segments of the health
care market have become extremely cost sensitive, and, in many cases, hospitals
and other health care providers have become affiliated with purchasing
consortiums who are charged with obtaining large quantities of needed products
at the lowest possible cost. These factors, in combination, have had an adverse
impact upon smaller suppliers and manufacturers, such as the Company, who either
are unable to supply the large quantities sought by these purchasing consortiums
or who are unable to respond to the need for lower product pricing. We believe
that we will be able to meet the demand for large quantity orders. Further, our
Management believes that the dramatic increased demand for safety oriented
products, such as the Sterile Box, will also serve to offset these factors.
However, there can be no assurance that we will be able to overcome the negative
impact of these conditions in the healthcare marketplace.
19
<PAGE> 21
DEPENDENCE ON KEY PERSONNEL
The value of the Company lies in the experience of Mr. Sowers and in
the technology, products, and patent applications he has developed.
Furthermore, the Company believes its future success will depend in
large part upon its ability to attract and retain additional highly skilled
management, technical, marketing, research, and development, product development
and operations personnel. Competition for such personnel is intense, and no
assurance can be given that the Company will be successful in attracting and
retaining such personnel.
PURCHASE AND SALE OF EQUIPMENT
The Company does not expect to purchase or sale equipment during the
next 12 months.
CREDIT FACILITY
The Company does not have a credit facility.
20
<PAGE> 22
ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
P.D.C. Innovative Industries, Inc.
We have audited the accompanying balance sheets of P.D.C. Innovative Industries,
Inc. as of December 31, 1999 and December 31, 1998, and the related combined
statements of operations, shareholder's equity, and cash flows for the years
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 combined 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 combined financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of P.D.C. Innovative
Industries, Inc. as of December 31, 1999 and December 31, 1998, and the results
of operations and cash flows for the years ended December 31, 1999 and December
31, 1998, in conformity with generally accepted accounting principles.
By: /s/ Franklin & Nicholls, CPA's, L.L.C.
---------------------------------------
Franklin & Nicholls, CPA's, L.L.C.
Coral Springs, Florida
February 25, 2000
21
<PAGE> 23
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current Assets
Cash in Bank $ 113,787 $ 11,770
Inventory-work in Process 662,161 82,493
----------- -----------
Total Current Assets $ 775,948 $ 94,263
Fixed Assets (Note 4)
Equipment (net of accumulated depreciation) $ 1,030,583 $ 1,146,971
----------- -----------
Total Fixed Assets $ 1,030,583 $ 1,146,971
Other Assets
Patents $ 3,000 $ 3,845
Settlement Receivable (Note 8) 58,500 0
Organization Costs 12,575 12,575
Deposits & Other Receivables 3,257 0
----------- -----------
Total Other Assets $ 77,332 $ 16,420
----------- -----------
Total Assets $ 1,883,863 $ 1,257,654
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Due to Shareholders $ 50,887 $ 5,899
Payroll Taxes Payable 71 0
Current Portion of Long-term Debt 0 0
----------- -----------
Total Current Liabilities $ 50,958 $ 5,899
Long-term Debt, net of current portion (Note 5) 430,000 0
----------- -----------
Total Liabilities $ 480,958 $ 5,899
Stockholder's Equity (Note 6)
Common Stock, $.001 par value; 50,000,000 shares authorized;
4,403,300 shares issued and outstanding $ 4,403 $ 13,568
Paid in Capital 2,438,209 1,852,907
Accumulated Deficit (1,039,707) (614,720)
----------- -----------
Total Stockholders' Equity $ 1,402,905 $ 1,251,755
----------- -----------
Total Liabilities & Stockholders' Equity $ 1,883,863 $ 1,257,654
=========== ===========
</TABLE>
The accompanying notes to the consolidated financial statements
are an integral part of these statements.
22
<PAGE> 24
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
----------- -----------
<S> <C> <C>
REVENUE $ 0 $ 5,165
OPERATING EXPENSES
Salaries and related taxes $ 163,480 $ 192,263
Professional fees & commissions 120,331 69,427
Travel & Entertainment 33,302 0
Administrative expense 23,285 48,347
Auto expense 21,126 24,936
Equipment maintenance 20,233 23,246
Rent 13,249 48,596
Depreciation 10,904 85,427
Other 19,077 86,299
--------- ---------
Total Operating Expenses $ 424,987 $ 578,541
--------- ---------
NET INCOME / (LOSS) $(424,987) $(573,376)
========= =========
</TABLE>
The accompanying notes to the consolidated financial
statements are an integral part of these statements.
23
<PAGE> 25
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
TOTAL
SHARES CAPITAL RETAINED STOCKHOLDERS'
OF STOCK STOCK EARNINGS EQUITY
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE - 1/1/97 1,000 $ 24,755 $ 24,755
Common stock issued to related parties
Common stock issued to unrelated parties
Net Income/(Loss) (41,344) (41,344)
-----------------------------------------------------------------
BALANCE - 12/31/97 1,000 $ 24,755 $ (41,344) $ (16,589)
Common stock retired at merger (1,000)
Common stock issued to related parties 5,587,500 39,500
Common stock issued to unrelated parties 7,980,598 1,802,220 1,802,220
Net Income/(Loss) (573,376) (573,376)
-----------------------------------------------------------------
BALANCE - 12/31/98 13,568,098 $ 1,866,475 $ (614,720) $ 1,251,755
Common stock restated for reverse stock split (13,141,396)
-----------------------------------------------------------------
Sub-Total after reverse stock split 426,702 $ 1,866,475 $ (614,720) $ 1,251,755
Common stock issued to Sterile-Pro 2,000,000 0
Common stock issued to Prime Management 300,000 233,100 233,100
Common stock issued to retire Debentures 383,993 50,000 50,000
Common stock issued to unrelated parties 1,292,605 293,037 293,037
Net Income/(Loss) (424,987) (424,987)
-----------------------------------------------------------------
BALANCE - 12/31/99 4,403,300 $ 2,442,612 $(1,039,707) $ 1,402,905
=================================================================
</TABLE>
The accompanying notes to the consolidated financial
statements are an integral part of these statements.
24
<PAGE> 26
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Loss $ (424,987) $ (573,376)
Adjustments to Net Loss for Cash Provided Through
Depreciation Expense in Income Statement 10,904 85,427
Depreciation Allocated to Inventory-Work in Process 163,845 0
----------- -----------
Net Cash Provided in Operating Activities $ (250,238) $ (487,949)
Cash Flows From Investing Activities:
Capital Expenditures $ (58,361) $(1,227,815)
Inventory (579,668) (82,493)
Settlement Receivable (58,500) 0
Patents 845 (3,845)
Deposits (3,257) 0
Organization Costs 0 (12,329)
----------- -----------
Net Cash Used in Investing Activities $ (698,941) $(1,326,482)
Cash Flows From Financing Activities
Issuance of Common Stock $ 526,137 $ 1,841,720
Issuance of Debentures 480,000 0
Decrease in Payroll Taxes (5,828) 5,899
Due to Shareholders 50,887 0
Long-term Obligation 0 (23,020)
----------- -----------
Net Cash Provided by Financing Activities $ 1,051,196 $ 1,824,599
----------- -----------
Net Increase / (Decrease) in Cash $ 102,017 $ 10,168
Cash, Beginning 11,770 1,602
----------- -----------
Cash, Ending $ 113,787 $ 11,770
=========== ===========
</TABLE>
The accompanying notes to the consolidated financial
statements are an integral part of these statements.
25
<PAGE> 27
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF THE COMPANY
In the first quarter of 1998, the Company acquired Perfect Seal, Inc., TriLevel,
Inc., and J.D.S. Innovative Industries, Inc. The State of Florida will
administratively dissolve Perfect Seal, Inc. and J.D.S. Innovative Industries,
Inc., and the remaining corporation, TriLevel will remain as a whole owned
subsidiary of the Company.
In January 1998, the Board of Directors of Kenneth C. Garcia, Inc. and the
Company were merged. The surviving corporation is P.D.C. Innovative Industries,
Inc. The Company is incorporated in Nevada and is a home product designer,
manufacturer, and distributor of newly invented products. As of December 1999,
the Company has five new products that are in various stages of production.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
PRINCIPLES OF COMBINATION- The accompanying consolidated financial statements
includes the accounts of P.D.C. Innovative Industries, Inc. and its subsidiaries
(together, the Company). Significant intercompany balances and transactions have
been eliminated in the combination
PROPERTY AND EQUIPMENT- Property and equipment are stated at cost. Depreciation
is provided using the straight-line method over the estimated useful lives of
the related assets. Expenditures for major improvements and additions are
charged to asset accounts, while replacements, maintenance and repairs, which do
not extend the lives of the respective assets, are charged to expense as
incurred.
CASH AND CASH EQUIVALENTS- For the purpose of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents.
INVENTORIES- Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out method.
INTANGIBLE ASSETS- Intangible assets consist primarily of the excess of cost
over the net assets acquired relating to the acquisitions. The excess of cost
over net assets acquired (goodwill) is amortized over a 15-year period, using
the straight-line method.
26
<PAGE> 28
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
IMPAIRMENT OF ASSETS- In accordance with the provisions of Statement of
Financial Accounting Standards No. 121 (SFAS 121), Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of, the Company's
policy is to evaluate whether there has been a permanent impairment in the value
of long-lived assets, certain identifiable intangibles and goodwill when certain
events have taken place that indicate that the remaining balance may not be
recoverable. When factors indicate that the intangible assets should be
evaluated for possible impairment, the Company uses an estimate of related
undiscounted cash flows. Factors considered in the valuation include current
operating results, trends and anticipated undiscounted future cash flows. There
have been no impairment losses for the fiscal year ended December 31, 1999.
INCOME TAXES- The Company utilizes the guidance provided by Statement of
Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes.
Under the liability method specified by SFAS 109, deferred tax assets and
liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities as measured by the enacted tax
rates which will be in effect when these differences reverse. Deferred tax
expense is the result of changes in deferred tax assets and liabilities.
USE OF ESTIMATE- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts of assets, liabilities,
income and expense and disclosures of contingencies. Future events could alter
such estimates.
REVENUE RECOGNITION- Revenues are recognized for the Company when the
merchandise is shipped to the customer.
FAIR VALUE OF FINANCIAL INSTRUMENTS- The Company, in estimating its fair value
disclosures for financial instruments, uses the following methods and
assumptions:
Cash, Accounts Receivable, Accounts Payable and Accrued Expenses: The
carrying amounts reported in the balance sheet for cash, accounts receivable,
accounts payable and accrued expenses approximate their fair value due to their
relatively short maturity.
Long-Term Obligations: The fair value of the Company's fixed-rate
long-term obligations is estimated using discounted cash flow analyses, based on
the Company's current incremental borrowing rates for similar types of borrowing
arrangements. At December 31, 1999, the fair value of the Company's long-term
obligations approximated its carrying value.
Credit Line Payable: The carrying amount of the Company's credit line
payable approximates fair market value since the interest rate on these
instruments
27
<PAGE> 29
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
changes with market interest rates.
NOTE 3. PATENT COSTS
Patent Costs as of the date of these financial statements total $3,000.
NOTE 4. FURNITURE & EQUIPMENT
A summary of equipment as of December 31, 1999 and December 31, 1998 are as
follows:
Furniture $ 17,271 $ 19,107
Equipment 1,277,939 1,213,708
----------- -----------
Total Furniture & Equipment $ 1,295,210 $ 1,232,815
Less: accumulated depreciation (264,627) (85,844)
----------- -----------
Furniture and equipment, net $ 1,030,583 $ 1,146,971
=========== ===========
Additions to Accumulated Depreciation for the year ended December 31, 1999 is
allocated as follows:
Depreciation expensed in Income Statement $ 10,904
Depreciation allocated to Inventory-Work
in Process 163,845
--------
Total Addition to Accumulated Depreciation $174,749
========
NOTE 5. LONG-TERM DEBT
On September 6, 1999, the Company entered into a securities subscription
agreement in which the Company agreed to sell a series of debentures to BVH
Holdings, L.L.C. The debentures sold were titled P.D.C. Innovative Industries,
Inc. 8% Series A Senior Subordinated Convertible Redeemable Debentures, and the
total amount sold under this agreement was $480,000. No payments are to be made
prior to the maturity date. The maturity date of the debentures is September 6,
28
<PAGE> 30
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2001, at which time the full principal amount of $480,000 plus accrued interest,
calculated at 8% per annum, is fully due.
At the sole option of BVH Holdings, L.L.C., the holder may convert all or any
amount of the principal face amount of the debenture then outstanding into
freely tradeable shares of the Common Stock of the Company at a conversion price
for each share of Common Stock equal to 75% of the closing bid price of the
common stock for the trading day immediately preceding the date of conversion.
During the year ended December 31, 1999, debentures totaling $50,000 were
converted into 383,993 shares of the Common Stock of the Company. Subsequent to
December 31, 1999, and prior to February 29, 2000, all of the remaining
debentures were also converted into 7,095,791 shares of the Common Stock of the
Company. As of February 29, 2000, all of the debentures were fully retired, and
a total of 7,479,784 shares of the Common Stock of the Company were issued for
the retirement of those debentures.
NOTE 6. STOCKHOLDERS' STOCK TRANSACTIONS
The Company's common stock which was authorized as of December 31, 1997, was
1,000 shares at no par value, of which 1,000 shares were issued to and held by
two shareholders. After the merger with Kenneth C. Garcia, Inc., the authorized
shares are 50,000,000 with a $.001 par value.
On January 21, 1999, the Company engaged in a 40 to 1 reverse split of its
common stock. On that date, 17,068,098 shares of common stock were exchanged for
426,702 shares. After the reverse split, the authorized shares remained
50,000,000, all with a $.001 par value.
On April 5, 1999, the Company entered into an agreement with Sterile-Pro,
Incorporated, in order to finish the prototype for Hypo Sterile 2000, the
sterilization container designed to effectively reduce infectious accidents from
injector devices and detoxify the remains of contaminated product from medical
industry treatment of patients with high profile diseases including AIDS,
Tuberculosis and Hepatitis. As part of the agreement, the Company received
500,000 shares (or 100%) of the common stock of Sterile-Pro, Incorporated and
Sterile-Pro, Incorporated received 2,000,000 shares of the common stock of the
Company.
29
<PAGE> 31
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary listing of the shareholders of the Company as of
December 31, 1999:
<TABLE>
<CAPTION>
Outstanding Amount
Shares Issued Contributed
------------- -----------
<S> <C> <C>
Sterile-Pro, Incorporated 2,000,000 $ 0
Prime Management 300,000 233,100
Issued for the retirement of Senior
Subordinated Debentures
(Note 5) 383,993 50,000
All other shareholders 1,719,307 2,159,512
----------- ----------
Total Amount of Contribution 4,403,300 $2,442,612
=========== ==========
Capital Stock, at $.001 par value $ 4,403
Paid in Capital 2,438,209
----------
Total Amount of Capital Stock and Paid in Capital $2,442,612
==========
</TABLE>
NOTE 7. COMMON SHARE LOSS COMPUTATION
After merger, common share loss computation
Based on 4,403,300 shares $(.0965) per share
After merger and after full redemption of
Senior Debentures (Note 5), common
share loss computation
Based on 11,499,091 shares $(.0370) per share
NOTE 8. JUDGMENT SETTLEMENT
On November 17, 1999, the Company entered into a settlement agreement, which
settled a legal action brought by the Company against Power Media Group, Inc.
and other related parties. In the agreement, Power Media agreed to make payments
totaling $75,000 as follows: the first payment of $10,000 to be paid within five
days of the ratification of the agreement by the Court, and ten (10) subsequent
monthly payments of $6,500. The Company received the first payment of $10,000 on
December 3, 1999. The balance still to be received under the terms of the
settlement as of December 31, 1999, is $58,500.
NOTE 9. FINAL JUDGMENT OUTSTANDING
On July 8, 1999, the Court entered a Summary Final Judgment in favor of the
Company against Kahn Noonien Singh Management, L.L.C., a Florida corporation, in
the amount of $492,500 plus $56,496 in statutory interest plus reasonable
attorney fees. The judgment assessed by the Court against Kahn Noonien Singh
Management related to wrongful conversion of stock, breach of oral contract, and
fraud.
30
<PAGE> 32
P.D.C. INNOVATIVE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Legal counsel for the Company has filed discovery motions and is otherwise
engaged in attempting to locate any assets of Kahn Noonien Singh Management,
which would be available for payment of this judgment.
Due to the questionable collectability of this judgment, the amount of the
judgment has not been reflected in the attached financial statements.
NOTE 10. LITIGATION
The Company is, from time to time, involved in litigation relating to claims
arising out of its operations in the ordinary course of business. There are no
claims that were outstanding as of December 31, 1999 that would have a material
adverse impact on its financial condition, results of operations, or cash flows.
NOTE 11. COMMITMENTS
The Company has entered into a business lease agreement with L.A.W. Properties -
Coral Springs L.C. for office and manufacturing space at 3701 NW 126th Avenue,
Coral Springs, FL. The Company has committed to a two-year lease with a base
rent of $5,300 per month with a cost of living adjustment over the term of the
lease. Consequently, the Company has committed to a minimum of $127,200 over the
two-year period under this lease agreement.
31
<PAGE> 33
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
IDENTITY OF OFFICERS AND DIRECTORS
The following table sets forth the names and ages of the current
directors and officers of the Company and the principal offices and positions
with the Company held by each person:
<TABLE>
<CAPTION>
Name Age Position(s)
---- --- -----------
<S> <C> <C>
David Sowers 58 CEO & Director
Sandra Sowers 58 President, Secretary, Treasurer, & Director
Vernon Leroy Sowers 34 Vice-President & Director
Harold Harris 68 Director
</TABLE>
32
<PAGE> 34
All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof, but directors are reimbursed for expenses incurred for attendance at
meetings of the Board of Directors and any committee of the Board of Directors.
Executive officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Executive Committee of the Board of Directors, to the extent permitted under
Nevada law has, and exercises, all of the power and authority of the Board of
Directors in the management of the business and affairs of the Company between
meetings of the Board of Directors. There is, at present, one vacancy on the
Board of Directors.
David Sower and Sandra Sowers may be deemed "parents" and "organizers"
of the Company as those terms are defined in the Rules and Regulations
promulgated under the Securities Act of 1933. David Sowers and Sandra Sowers are
husband and wife. Additionally, Vernon Leroy Sowers is the son of Dave Sowers
and Sandra Sowers. There are no other family relationships between officers and
directors.
DAVID SOWERS has served as Chief Executive Officer and Director since
the formation of P.D.C. He has extensive experience in the new product
development field with his own firms. From 1989 to 1993, Mr. Sowers was the
founder and Chief Executive Officer of the original operating company known
Enterprises, Inc. BSD manufactured a product that was used to wash paint excess
from all types of industrial paint guns. This product washed and cleaned paint
guns automatically and meet the requirements of the EPA and OSHA From 1993 to
1995, Mr. Sowers was the owner of Dave's Personal Touch Lawn Maintenance. Mr.
Sowers also was the owner and manager of Dave's 810 Body Shop from 1978 to 1991.
He was responsible for all sales, management and repair of automobiles and
trucks. David Sowers is the husband of Sandra Sowers and the father of Vernon
Leroy Sowers.
SANDRA SOWERS currently serves as President, Secretary, Treasurer, and
Director. Mrs. Sowers has served as Secretary, Treasurer, and Director since the
inception of the company and been involved with the original new product
development company, BSD Enterprises, Inc, in a similar capacity. Sandra Sower
is the wife of David Sowers, and the mother of Vernon Leroy Sowers.
33
<PAGE> 35
VERNON LEROY SOWERS currently serves as Executive Vice President. Mr.
Sowers currently supervises the company's Sales Force & Manufacturing Plant. Mr.
Sowers held the position of Senior Sales Executive with BSD Enterprises, Inc.
and was a management executive at 810 Body Shop, Coconut Creek, Florida.
HAROLD HARRIS has served as a director of the Company since January
1999. Between 1994 and 1996, Mr. Harris was the Vice President of Operations and
Administration for WJ Gallagher, a NASD Brokerage firm. From 1992 to 1994, Mr.
Harris was the Executive Operations Manager for Reynolds, Kendrick, Stratton,
Inc., NASD Brokerage firm. Mr. Harris received his Bachelor of Arts degree in
Statistics from the Colorado University in 1965 and an Associate of Arts degree
in Business Administration from the Finance Institute in New York, New York.
No director, officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been, convicted in or been
the subject of any pending criminal proceedings, or has been the subject or any
order, judgment, or decree involving the violation of any state or federal
securities laws.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1934 requires that the Company's
officers, directors, and persons who own more than ten percent of a registered
class of the Company's equity securities, file reports of ownership and changes
in ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
The Company believes that all filing requirements applicable to its
officers, directors, and greater than ten percent beneficial owners have been
complied with.
34
<PAGE> 36
ITEM 10. EXECUTIVE COMPENSATION.
The sole compensation received by the executive officers of the Company
is as follows:
Year in which Received
-----------------------------
Name and Title of Officer 1998 1999
- ------------------------- ---------- ----------
Sandra Sowers, President, Secretary,
and Treasurer $58,724.00 $83,729.00
Vernon Leroy Sowers,
Executive Vice President $25,559.00 $35,868.00
The Company did not award a bonus to any executive, and it has no stock
options, or other deferred compensation plans.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as to the ownership of the
Company's Common Stock by all officers and directors of the Company as a group
and by owners of more than five percent of the Company's Common Stock as of
March 2, 2000:
<TABLE>
<CAPTION>
Type of Amount Percent
Name Ownership Owned of Class
---- --------- ----- --------
<S> <C> <C> <C>
All directors and officers (4) Record and
as a group Beneficial 2,090,050 15.62%
David Sowers 0 0%
Sandra Sowers* Beneficial 2,087,550 15.61%
David Leroy Sowers 0 0%
Harold Harris Record 2,500 0.0001%
MRC Legal Services Corporation Record 1,500,000 11.21%
Cutler Law Group Beneficial 1,865,000 13.94%
</TABLE>
* Registered in the name of Sterile-Pro, Incorporated, of which Mrs. Sowers is
the majority shareholder,
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following Reports of the Company are incorporated by reference
as part of the Company's Form 10-KSB:
Form 10-SB of the Registrant's Predecessor (MAS Acquisition
XIV Corp.) dated October 27, 1999
Form 10-QSB of the Registrant's Predecessor dated February 14,
2000
Form 8-K of the Registrant dated March 6, 2000
(b) Reports on Form 8-K in the Fourth quarter of fiscal year 1999: None
(c) Exhibits:
27 - Financial Data Schedule (for SEC use only)
35
<PAGE> 37
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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.
P.D.C. Innovative Industries, Inc.
(Registrant)
By: /s/ David Sowers Dated: 3/22/2000
---------------------------------------- ---------
David Sowers, Chief Executive Officer
By: /s/ Sandra Sowers Dated: 3/22/2000
---------------------------------------- ---------
Sandra Sowers, President, Secretary, and
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ David Sowers Dated: 3/22/2000
---------------------------------------- ---------
David Sowers, Director
By: /s/ Sandra Sowers Dated: 3/22/2000
---------------------------------------- ---------
Sandra Sowers, Director
By: /s/ Harold Harris Dated: 3/22/2000
---------------------------------------- ---------
Harold Harris, Director
By: /s/ Vernon Leroy Sowers Dated: 3/22/2000
---------------------------------------- ---------
Vernon Leroy Sowers,
Executive Vice President
36
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 113,787
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 662,161
<CURRENT-ASSETS> 775,948
<PP&E> 1,295,210
<DEPRECIATION> (264,627)
<TOTAL-ASSETS> 1,883,863
<CURRENT-LIABILITIES> 50,958
<BONDS> 430,000
0
0
<COMMON> 2,442,612
<OTHER-SE> (1,039,707)
<TOTAL-LIABILITY-AND-EQUITY> 1,883,863
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 424,987
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (424,987)
<INCOME-TAX> 0
<INCOME-CONTINUING> (424,987)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (424,987)
<EPS-BASIC> (.097)
<EPS-DILUTED> (.037)
</TABLE>
