UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K AMENDMENT
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2000
RDC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-29639 65-0950425
---------------------------- --------------- ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
630 South Orange Avenue
Sarasota, FL 34236
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 365-9955
f/k/a LAUTREC, INC.
170 South County Road
Palm Beach, FL 33480
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(Former name or former address, if changes since last report)
Copy of Communications to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
<PAGE>
This Form 8-K/A amends the Form 8-K filed on July 13, 2000 by RDC
International, Inc., a Florida corporation formerly known as Lautrec, Inc., The
purpose of this amendment to Form 8-K is to provide financial statements of the
company acquired and the pro forma financial information for RDC Internaitonal,
Inc., a Florida corporation, as required by Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Pursuant to the requirements of Regulation S-X 210.3.05(b), the following
are audited financial statements of RDC Internaitonal, Inc., a Florida
corporation, and Retrieval Dynamics Corporation, a Florida corporation, for the
period from inception (September 8, 1999) to December 31, 1999. The registrant
acquired 100% of the outstanding capital stock of Retrieval Dynamics Corporation
on June 30, 2000.
<PAGE>
RDC International, Inc.
Unaudited Pro Forma
Condensed Statements of Operations
Period September 8, 1997 (Date of Inception)
through December 31, 1999 and for the
Six-Month Period Ended June 30, 2000
The unaudited pro forma statements of operations of the Company for the period
September 8, 1997 (date of inception) through December 31, 1999 and the
six-month period ended June 30, 2000 have been prepared to illustrate the
estimated effect of the reverse acquisition as though the acquisition had
occurred on September 8, 1999. The pro forma financial statements do not purport
to be indicative of the results of operations of the Company that would have
actually been obtained had such transactions been completed on the assumed dates
and for the period presented or which may be obtained in the future.
<TABLE>
<CAPTION>
Retrieval RDC
-----------------------------------
Period Period
September 9, October 1, Pro Forma
1999 through 1999 through Adjustments ProForma
ecember 31, January 1, Increase Combined
1999 2000 (Decrease) Company
------------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Revenues
Operating costs and
start-up expenses $206,024 $ 6,000 $ 212,024
---------------------------------------------------------------------
Net loss $(206,024) $ (6,000) $(212,024)
=====================================================================
</TABLE>
Basic and dilutive
loss per share $ (.03)
==============
<TABLE>
<CAPTION>
Pro Forma
Six-Month Period Ended Adjustments Pro Forma
June 30, 2000 Increase Combined
----------------------------- (Decrease) Company
Retrieval RDC
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Operating costs and
start-up expenses $370,497 $ 10,000 $ 380,497
-----------------------------------------------------------
Net loss $(370,497) $(10,000) $(380,497)
===========================================================
</TABLE>
Basic and dilutive
loss per share $ (.06)
==============
<PAGE>
RDC International, Inc.
Unaudited Pro Forma
Condensed Balance Sheet
June 30, 2000
The unaudited pro forma balance sheet of the Company as of June 30, 2000 has not
been prepared because the acquisition occurred as of that date and is reflected
in the unaudited financial statements as of that date.
INDEX TO FINANCIAL STATEMENTS
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
TABLE OF CONTENTS
Independent Auditors' Report on Consolidated Financial Statements..........F-1
Consolidated Financial Statements:
Consolidated Balance Sheets...........................................F-2
Consolidated Statements of Operations.................................F-3
Consolidated Statements of Changes in Stockholders' Deficit...........F-4
Consolidated Statements of Cash Flows.................................F-5
Notes to Consolidated Financial Statements............................F-6
<PAGE>
Independent Auditors' Report
Board of Directors
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Sarasota, Florida
We have audited the accompanying consolidated balance sheet of RDC
International, Inc. and Subsidiary (a development stage enterprise) as of
December 31, 1999 and the related consolidated statements of operations, changes
in stockholders' deficit, and cash flows for the period September 8, 1999 (date
of inception) through December 31, 1999. These consolidated financial statements
are the responsibility of the management of RDC International, Inc. and
Subsidiary. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of RDC International,
Inc. and Subsidiary (a development stage enterprise) as of December 31, 1999 and
the results of its operations and its cash flows for the period then ended in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully discussed in
the consolidated financial statements, the Company has incurred net losses since
its inception and has experienced severe liquidity problems. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 2.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
May 18, 2000, except for Note 1 as to which the
date is June 30, 2000
<PAGE>
<TABLE>
<CAPTION>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Consolidated Balance Sheets
June 30, December 31,
2000 1999
-------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash 2,357
Prepaid expenses 9,342
----------
Total current assets 11,699
Equipment 5,269 $ 1,619
Deposits 7,007
----------
$ 23,975 $ 1,619
=====================================
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable, trade $ 55,542 $ 32,060
Accounts payable, stockholders 394,834 159,964
Accounts payable, other 28,000 14,000
Notes payable 109,000
Accrued expenses 14,370
--------
Total current liabilities 601,746 206,024
------------------------------------
Stockholders' deficit:
Preferred stock; no par value; 10,000,000 shares
authorized; zero shares issued and outstanding 0 0
Common stock; $.0001 par value; 50,000,000
shares authorized; 6,500,000 shares issued
and outstanding at June 30, 2000 (unaudited) 650
Common stock; $.01 par value; 1,000,000 shares
authorized, issued, and outstanding at
December 31, 1999 10,000
Additional paid-in capital 10,969 1,619
Subscription receivable (2,000) (10,000)
Deficit accumulated during development stage (587,390) (206,024)
-------------------------------------
Total stockholders' deficit (577,771) (204,405)
-------------------------------------
$ 23,975 $ 1,619
======================================
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Consolidated Statements of Operations
Six Months September 8, 1999 (Date
Ended of Inception) through
----------------------------
June 30, December 31, June 30,
2000 1999 2000
----------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Operating costs and start-up expenses $ 381,366 $ 206,024 $ 587,390
=====================================================
Net loss $ (381,366) $ (206,024) $ (587,390)
=====================================================
Net loss per share $ (.06) $ (.03) $ (.09)
=====================================================
Weighted average number of common
shares 6,500,000 6,500,000 6,500,000
=====================================================
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Deficit
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
Deficit
Accumulated
Additional During
Common Stock Paid-In Development Stock
--------------------------- Capital Stage Subscription Total
Shares Amount
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<S> <C> <C> <C> <C> <C> <C>
Balance, September 8, 1999 (date of inception)
Issuance of common stock,
December 1999 1,000,000 $ 10,000 $ (10,000)
Capital contributions,
December 1999 $ 1,619 $ 1,619
Net loss for the period $ (206,024) (206,024)
---------------------------------------------------------------------------------------
Balance, December 31, 1999 1,000,000 10,000 1,619 (206,024) (10,000) (204,405)
Collection of stock subscription,
March 2000 (unaudited) 4,000 4,000
Collection of stock subscription,
June 2000 (unaudited) 4,000 4,000
Acquisition of company
(unaudited) 6,500,000 650 11,850 (12,500)
Recapitalization (unaudited) (1,000,000) (10,000) (2,500) 12,500
Net loss for the period
(unaudited) (381,366) (381,366)
----------------------------------------------------------------------------------------
Balance, June 30, 2000
(unaudited) 6,500,000 $ 650 $ 10,969 $ (587,390) $ (2,000) $ (577,771)
----------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
Six Months September 8, 1999 (Date
Ended of Inception) through
-----------------------------
June 30, December 31, June 30,
2000 1999 2000
------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Operating activities
Net loss $ (381,366) $ (206,024) $ (587,390)
Adjustments to reconcile net loss to net
cash used by operating activities:
Increase in prepaids and other assets (16,349) (16,349)
Increase in accounts payable and
accrued expenses 308,722 206,024 514,746
-----------------------------------------------
Net cash used by operating activities (88,993) 0 (88,993)
-----------------------------------------------
Investing activities
Acquisition of equipment (3,650) 0 (3,650)
-----------------------------------------------
Financing activities
Collection of stock subscription 4,000 4,000
Proceeds from incurrence of notes
payable 91,000 91,000
-------------------------------------------------
Net cash provided by financing activities 95,000 0 95,000
-------------------------------------------------
Net increase in cash 2,357 0 2,357
Cash at beginning of 0 0 0
------------------------------------------------
Cash at end of period $ 2,357 $ 0 $ 2,357
================================================
</TABLE>
Supplemental disclosures of cash flow information:
During 1999, a stockholder contributed $1,619 of office equipment to the
Company.
During the period ended June 30, 2000 (unaudited), the Company exchanged
$22,000 of accrued liabilities for $18,000 of convertible notes payable and
$4,000 in satisfaction of stock subscriptions receivable.
The accompanying notes are an integral
part of the consolidated financial statements.
F-5
<PAGE>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
1. Background Information and Business Combination
RDC International, Inc. (the "Company") was incorporated in September 1995 under
the laws of the state of Florida as Lautrec, Inc. The Company changed its name
in December 1999 and has been in its development stage since its incorporation.
The Company failed in its attempt to successfully develop its initial business
plan and during August 1996, abandoned its efforts. The Company had no
operations for the period prior to August 1996. The Company was inactive and
there were no transactions from August 1996 to the date of reinstatement by the
state of Florida on October 1, 1999.
Retrieval Dynamics Corporation ("Retrieval") was a development stage enterprise
incorporated under the laws of the state of Florida on September 8, 1999. This
company's principal line of business is as an electronic wireless application
provider for mobile professionals. To date, the company's activities have been
limited to organizational matters, the structuring of its business plan, the
solicitation of capital, and the preliminary negotiation of certain agreements
required for initial operations. The corporate headquarters is located in
Sarasota, Florida.
On June 30, 2000, Retrieval, the Company, and the individual holders of all of
the outstanding capital stock of Retrieval consummated a reverse acquisition
pursuant to a certain Share Exchange Agreement (the "Agreement") of such date.
Pursuant to the Agreement, the stockholders of Retrieval exchanged all issued
and outstanding shares of their common stock in exchange for 4,000,000 shares of
common stock of the Company. The reorganization is being accounted for as a
reverse acquisition. The accompanying consolidated financial statements
effectively treat the reorganization as a Recapitalization of Retrieval. The
historical financial statements are those of Retrieval.
As part of the reorganization, the Company effected a 5-for-1 forward split and
a cancellation of 27,500,000 shares.
F-6
<PAGE>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
1. Background Information and Business Combination (continued)
The following pro forma information (unaudited) assumes the acquisition and
reorganization had occurred on January 1, 1999:
September 8,
Six Months Year Ended 1999 (Date of
Ended December 31, Inception) to
June 30, 2000 1999 June 30, 2000
----------------------------------------------
(Unaudited) (Unaudited)
Operating costs and
start-up expenses $ (391,366) $ (206,024) $ (597,390)
============= ============ ===========
Loss per share $(.06) $(.03) $(.09)
====== ====== ======
2. Going Concern
The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company has been in the development stage since its inception and
has incurred substantial losses and used substantial amounts of working capital
in its development stage. The Company's ability to meet its obligations is
dependent on its ability to raise additional capital. The Company is presently
seeking to raise $3,500,000 through an offering to sell 3,500,000 shares of
common stock at $1 per share. This offering closes at October 31, 2000.
Management believes that the results of this offering will provide the
opportunity for the Company to continue as a going concern.
3. Significant Accounting Policies
The significant accounting policies followed are:
The consolidated financial statements as of December 31, 1999 and for
the period then ended reflect the accounts of Retrieval. The unaudited
consolidated financial statements as of June 30, 2000 and for the
period then ended reflect the results of operations for Retrieval for
the six months ended June 30, 2000 and the consolidated balance sheets
of Retrieval and the Company as of June 30, 2000, date of acquisition.
Intercompany transactions and balances have been eliminated.
F-7
<PAGE>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
3. Significant Accounting Policies (continued)
The consolidated financial statements as of June 30, 2000 and for the
period then ended are unaudited. In the opinion of management of the Company,
the unaudited consolidated financial statements have been prepared on the same
basis as the audited consolidated financial statements and include all
adjustments necessary for a fair presentation of the financial position and
results of operations of the Company as of June 30, 2000 and for the six months
then ended. Results of the six months ended June 30, 2000 are not necessarily
indicative of the results to be expected for the entire fiscal year.
The preparation of consolidated 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Office equipment is recorded at cost. Depreciation is calculated by the
accelerated method over the estimated useful lives of the assets, which is
generally five years.
Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the consolidated
financial statements carrying amounts of existing assets and liabilities and
their respective income tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized as income in the period that included the enactment date.
Advertising costs (except for costs associated with direct-response
advertising) are charged to operations when incurred. The costs for
direct-response advertising are capitalized and amortized over the period during
which future benefits are expected to be received. Advertising expense for the
six months ended June 30, 2000 (unaudited), the period September 8, 1999 (date
of inception) through December 31, 1999, and the period September 8, 1999 (date
of inception) through June 30, 2000 (unaudited) amounted to $30,733, $8,412, and
$39,145, respectively.
F-8
<PAGE>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
3. Significant Accounting Policies (continued)
Research and development costs are charged to operations when incurred.
The amounts charged for the six months ended June 30, 2000 (unaudited), the
period September 8, 1999 (date of inception) through December 31, 1999, and the
period September 8, 1999 (date of inception) through June 30, 2000 (unaudited)
amounted to $103,670, $92,312, and $195,982, respectively.
The Company expenses all costs of developing software to be sold until
it is determined that the software is technologically feasible as defined by
Statement of Financial Accounting Standards (SFAS) No. 86. As of June 30, 2000,
management has determined that they have not met the requirements of SFAS No. 86
to begin capitalizing such costs.
Loss per share has been calculated by dividing the net loss for each
period by the number of common shares and common share equivalents outstanding
in connection with the acquisition as discussed in Note 1. Common share
equivalents include convertible debt that was not included in computing diluted
loss per share because the effects are anti-dilutive.
4. Notes Payable
Notes payable as of June 30, 2000 (unaudited) consist of notes totaling
$109,000. These notes call for interest at a rate of nine percent per annum, are
payable at maturity, and are unsecured. The notes call for payment within 30
days of certain events, one of which was upon the Company entering into an
agreement to merge or reverse merge with another corporation. Due to the
business acquisition discussed in Note 1, these notes are currently due. The
maker of the note can convert any or all of the principal and interest balance
into common stock at a price equal to 50 percent of the market price or the
bid/ask price.
F-9
<PAGE>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
5. Commitments
The Company has entered into a broker agreement with an individual. The
individual is to provide investor financing for the Company. In return, the
Company will pay the individual three percent of the amount raised, with
incremental increases based on the amounts raised. The agreement is for six
months and is renewable upon written agreement by both parties.
The Company has also entered into a broker agreement for financing with a
broker. The Company will pay the broker eight percent of the amount raised. The
agreement is for no less than 180 days and no more than two years. After 180
days, the agreement can be terminated by either party upon written notice.
During the period ended June 30, 2000, the Company entered into an agreement to
lease space for corporate offices. The lease term is seven years with an option
to renew for an additional five years. The agreement calls for an annual rental
amount of $72,784, payable in monthly installments of $6,065. In addition to the
monthly rental, the Company is obligated to pay an annual common area
maintenance fee (CAM) of $15,922, payable in monthly installments of $1,327.
Both the rental amount and CAM shall be increased annually by the percentage of
increase in the Consumer Price Index, if any.
The Company also entered into an employment agreement during the period ended
June 30, 2000 with one of its employees for a two-year period. Under the terms
of the agreement, the Company is to pay the employee $150,000 per year. If the
employee's position is eliminated, the Company must pay the employee six months
salary.
6. Related Party Transactions
During the periods ended December 31, 1999 and June 30, 2000, various
stockholders performed services and advanced funds for the Company. Included in
the Company's consolidated financial statements are $159,964 and $394,834 owed
to these stockholders at December 31, 1999 and June 30, 2000, respectively.
These amounts are unsecured and are non-interest bearing.
The above amounts are not necessarily indicative of the amounts that would have
been incurred had comparable transactions been entered into with independent
parties.
F-10
<PAGE>
RDC International, Inc. and Subsidiary
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2000 (Unaudited),
Period September 8, 1999 (Date of Inception) through
December 31, 1999, and Period
September 8, 1999 (Date of Inception)
through June 30, 2000 (Unaudited)
7. Income Taxes
Temporary differences giving rise to the deferred tax asset consist primarily of
loss carryforwards of approximately $183,000 and $550,000 (unaudited), which may
be applied against future taxable income, and approximately $23,000 of start-up
expenses amortizable for tax purposes. These differences give rise to deferred
tax assets at December 31, 1999 and June 30, 2000 of approximately $64,000 and
$192,500 (unaudited), respectively. Management has established a valuation
allowance equal to the amount of the deferred tax asset due to the uncertainty
of the Company's realization of these benefits.
The loss carryforward expires on December 31, 2014.
F-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RDC INTERNATIONAL, INC.
(Registrant)
Date: September 28, 2000 BY: /s/ Peter Voghel
-------------------------------
Peter Voghel, President, CEO & Director
September 28, 2000 BY: /s/ Anthony A. Cella
-------------------------------
Anthony A. Cella, CPA, Chief Financial Officer,
Treasurer & Director
