SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported) August 10,1999
Distinctive Devices, Inc.
(Exact name of Registrant as Specified in Charter)
New York 0-2749 13-1999951
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
110 East Atlantic Avenue, Suite 230, Delray Beach, Florida 33444
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 279-9634
Former Name or Former Address, if Changed Since Last Report
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Financial Statements
(a) Financial Statements of Business Acquired:
The audited financial statements of EagleView Industries, Inc. as of
December 31, 1998 and the unaudited financial statements of EagleView
Industries, Inc. as of June 30, 1999, the related statements of operations,
changes in stockholders' equity and cash flows for the periods February 5, 1998
(inception) to December 31, 1998 and for the six months ended June 30, 1999 are
filed as part of this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information required pursuant to Article 11 of
Regulation S-X:
The unaudited pro forma consolidated Balance Sheet of Distinctive Devices,
Inc. and EagleView Industries, Inc. as of June 30, 1999 and the pro forma
consolidated statements of operations of Distinctive Devices, Inc. for the
seven months ended June 30, 1999 and of EagleView Industries, Inc. for the six
months ended June 30, 1999.
(c) Exhibits:
20.1 Registrant's Schedule 14(f)(1), Information Statement Pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule 14(f)(1) thereunder
(filed with the Commission on August 11, 1999, and incorporated herein by
reference).
10.1 Stock Exchange Agreement dated June 18, 1999 among the Company, EagleView
Technologies, Inc. and Alfred M. Carroccia Jr., collectively the "Shareholders"
(incorporated by reference to Exhibits of the Company's Current Report on Form
8-K dated June 18, 1999, filed on June 22, 1999).
10.2 Amendment to Stock Exchange Agreement entered into on August 6, 1999 among
the Company, EagleView Technologies, Inc., Alfred M. Carroccia Jr., William
Hucks, Walter E. Freeman, James R. Hawk, and Joanne L. Kalt, collectively the
"Shareholders" (incorporated by reference to Exhibit 2 of Schedule 13D of
EagleView Technologies, Inc., EagleView Properties, Inc., Michael J. Paolini,
and Kimberly Paolini, dated August 10, 1999 and filed on August 24, 1999.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Distinctive Devices, Inc.
(Registrant)
Date: October 4, 1999. By: /s/Earl M. Anderson, Jr.
Earl M. Anderson, Jr.
Chief Financial Officer
and Secretary
INDEX TO FINANCIAL STATEMENTS
Page
EagleView Industries, Inc.:
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS:
Balance Sheets F-2
Statement of Operations F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
NOTES TO FINANCIAL STATEMENTS F-6
Pro Forma Financial Statements:
Introduction F-11
Unaudited Pro Forma Consolidated Balance Sheet F-12
Unaudited Pro Forma Consolidated Statement of Operations F-13
Notes to Unaudited Pro Forma Consolidated Financial Statements F-14
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
EagleView Industries, Inc.
Boca Raton, Florida
We have audited the accompanying balance sheet of EagleView Industries, Inc. (A
Development Stage Company), as of December 31, 1998 and the related statements
of operations, changes in stockholders' equity and cash flows for the period
from February 5, 1998 (inception) to December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EagleView Industries, Inc., as
of December 31, 1998 and the results of its operations and its cash flows for
the period from February 5, 1998 (inception) to December 31, 1998, in
conformity with generally accepted accounting principles.
GOLDSTEIN LEWIN & CO.
Boca Raton, Florida
June 16, 1999
EAGLEVIEW INDUSTRIES, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
December 31, 1998 June 30, 1999
(unaudited)
CURRENT ASSETS
Cash $ 5 $ 194,884
Prepaid Expenses 8,000
Due from Parent 100 9,717
Due from Related Party 5,200
----- -------
Total Current Assets 105 217,801
PROPERTY AND EQUIPMENT, Net 46,019
OTHER ASSETS 3,404
------ -------
$ 105 $ 267,224
====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ - $ -
------ -------
COMMITMENT
STOCKHOLDERS' EQUITY
Common Stock, Par Value
$.0001 Per Share
Authorized 10,000,000 Shares; 300 410
Additional Paid-in Capital 550,420
Deficit Accumulated During the
Development Stage (195) (283,606)
------ -------
105 267,224
------ -------
$ 105 $ 267,224
====== =======
EAGLEVIEW INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period from
February 5, 1998 (Inception) to Six Months
December 31, 1998 June 30, 1999 Ended June 30, 1999
(unaudited) (unaudited)
REVENUE $ $ $
GENERAL AND
ADMINISTRATIVE
EXPENSES 195 283,606 283,411
---- ------- -------
Net (Loss) $ (195) $ (283,606) $ (283,411)
==== ======= =======
EAGLEVIEW INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Initial Capitalization
on February 5, 1998 3,000,000 $ 300 $ $
Net (Loss) (195)
--------- --- ------- ---
Balance, December 31, 1998 3,000,000 300 (195)
Issuance for Cash
(unaudited) 1,101,060 110 550,420
Net (Loss) (unaudited) (283,411)
-------- --- ------- -------
Balance, June 30, 1999
(unaudited) 4,101,060 $ 410 $ 550,420 $ (283,606)
========= === ======= =======
EAGLEVIEW INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period from
February 5, 1998 (Inception) to Six Months
December 31, 1998 June 30, 1999 Ended 06/30/99
(unaudited) (unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (Loss) $ 195 $ (283,606) $ (283,411)
Adjustments to
Reconcile Net
(Loss) to Net Cash
Used in
Operating Activities:
Depreciation Expense 1,886 1,886
Change in Assets
(Increase) In:
Prepaid Expenses (8,000) (8,000)
Other Assets (3,404) (3,404)
---- ------- -------
Net Cash Used in
Operating Activities (195) (293,124) (292,929)
---- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of Property and
Equipment (47,905) (47,905)
---- ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from Issuance of:
Common Stock 300 550,830 550,530
Loans to Parent (100) (9,717) (9,617)
Advance to Related Party (5,200) (5,200)
---- ----- -----
Net Cash Provided by
Financing Activities 200 535,913 535,713
---- ------- -------
Increase in Cash 5 194,884 194,879
Cash:
Beginning 5
Ending $ 5 $ 194,884 $ 194,884
== ======= =======
EAGLEVIEW INDUSTRIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Information with respect to the six months ended June 30, 1999 is unaudited)
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
EagleView Industries, Inc. (the "Company") was incorporated in Florida on
February 5, 1998. The Company at December 31, 1998, was a wholly owned
subsidiary of EagleView Technologies, Inc. (EVT), a Florida corporation, a
company in the telecommunications industry. At June 30, 1999, EVT held
approximately 70% of the outstanding and issued shares. The Company was
established to engage in the development and implementation of high quality,
low cost broad bandwidth wireless connectivity for Internet, data and video
telecommunications services. Currently, the Company is focusing on high-speed
digital wireless Ethernet and Internet access systems. As of June 30, 1999,
the Company was in the development stage, planned operations have not commenced
and its activities were limited to the establishment of the Corporation.
The Company's current cash and available credit is not sufficient to support
its proposed activities for the next year. Accordingly, management will need
to seek equity financing or other financing and ultimately to successfully
market its services. These financial statements have been prepared on the
basis that adequate financing will be obtained (Notes 4 and 7).
Property and Equipment
Property and equipment are stated at cost and depreciated on a straight-line
basis over the assets' estimated useful lives.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Concentration of Audit Risk
At times, the Company maintains cash balances in excess of Federal Deposit
Insurance Corporation limits. The Company places its temporary cash
investments with high quality financial institutions.
Unaudited Information
The accompanying balance sheets, statements of income, statements of changes in
shareholders' equity and statements of cash flows as of and for the six months
ended June 30, 1998 are unaudited and have been prepared on the same basis as
the audited financial statements included herein. In the opinion of
management, such unaudited financial statements include all adjustments
necessary to present fairly the information set forth therein, which consists
solely of normal recurring adjustments. The results of operations for the
interim period presented are not necessarily indicative of the results for a
full year.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The new
statement requires all derivatives to be recorded on the balance sheet at fair
value and establishes new accounting rules for hedging instruments. The
statement is effective for years beginning after June 15, 1999. The Company is
assessing the impact this statement will have on the financial statements.
NOTE 2: PROPERTY AND EQUIPMENT
Property and equipment consists of the following at June 30, 1999:
Furniture $ 6,253
Technical Equipment 11,523
Computer Equipment 30,129
------
47,905
Less: Accumulated Depreciation 1,886
------
$ 46,019
======
NOTE 3: INCOME TAXES
The deficit accumulated during the development stage (inception through June
30, 1999) of approximately $284,000 will be capitalized for income tax purposes
as accumulated start-up costs, and is to be amortized over a sixty month period
beginning upon commencement of operations. The Company has recorded a
valuation allowance of approximately $97,000 with respect to any future tax
benefits arising from the amortization of the development costs due to the
uncertainty of their ultimate realization.
NOTE 4: PRIVATE PLACEMENT
The Company began offering October 1, 1998, in a private placement, 2,000,000
shares of its $.0001 par value common stock, at a price of $.50 per share. The
shares are being offered on a best efforts basis with no minimum. The offering
terminates upon the placement of all shares or the termination of the offering
by the Company
During the six months ending June 30, 1999, the Company issued 1,101,060 shares
of common stock for $550,530 in cash.
NOTE 5: COMMITMENTS
Licensing Agreement
The Company has entered into a licensing agreement with EVT, providing for the
Company to have the exclusive use of certain technology and patents, in
exchange for nominal consideration.
Management Agreement
The Company has entered into a management agreement with EVT, whereby EVT will
provide management, accounting and administrative services for a fee of $8,000
per month. The agreement is effective January 1, 1999, and has no fixed
termination date. Management fees aggregate $48,000, $48,000 and $0 for the
six months ended June 30, 1999, and the periods from February 5, 1998
(inception) to June 30, 1999, and December 31, 1998, respectively.
Operating Lease
The Company has entered into a noncancelable operating lease for office space
commencing on April 1, 1999, providing for a monthly base rent of $1,400 plus
tax, operating expenses and common area maintenance. The base rent is subject
to annual increases of 5%. The lease expires March 31, 2004.
Future minimum lease payments under the noncancelable operating lease for each
of the years subsequent to June 30, 1999 is as follows:
Year Ended June 30,
2000 $ 17,010
2001 17,861
2002 18,754
2003 19,691
2004 15,315
------
$ 88,631
======
NOTE 6: RELATED PARTY TRANSACTIONS
Net advances to EVT aggregated $9,717 and $100 at June 30, 1999 and December
31, 1998, respectively. In addition, the Company has made advances on behalf
of a company, in which the president of the Company is a stockholder, of $5,200
and $0 at June 30, 1999 and December 31, 1998, respectively. These advances
are non-interest bearing, unsecured and provide no set repayment terms.
Rent expense aggregated $5,387, $5,387 and $0, for the six months ended June
30, 1999, and the periods from February 5, 1998 (inception) to June 30, 1999
and December 31, 1998, respectively.
NOTE 7: EVENT (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR'S
REPORT
On August 10, 1999, Distinctive Devices, Inc. (DDI), a public shell
corporation, acquired 80.7% of the outstanding common stock of the Company.
DDI issued 8,051,340 shares of its common stock to the stockholders of the
Company as part of the acquisition. As a result of this transaction control of
the public shell corporation was effectively changed. The stock exchange
agreement also provides that within thirteen months following the closing date,
DDI will offer to exchange additional shares of its common stock for the
balance of the shares of the Company's common stock that are outstanding. For
accounting purposes, the acquisition will be treated as a recapitalization of
EagleView with EagleView as the acquirer (reverse acquisition), consequently,
goodwill will not be recorded in the merger.
DISTINCTIVE DEVICES, INC.
Unaudited Pro Forma Consolidated Financial Data
The accompanying unaudited pro forma consolidated financial statements reflect
the consolidated results of operations of Distinctive Devices, Inc. (DDI), for
the seven months ended June 30, 1999 and EagleView Industries, Inc. (EagleView)
for the six months ended June 30, 1999, and the unaudited consolidated balance
sheet as of June 30, 1999 after giving pro forma effect to the recapitalization
as if it occurred on January 1, 1999. The unaudited pro forma consolidated
financial statements should be read in conjunction with the respective
historical financial statements of EagleView and DDI. The unaudited pro forma
information does not purport to be indicative of actual results that would have
been achieved had the acquisition actually been completed as of the dates
indicated nor which may be achieved in the future.
On August 10, 1999, DDI acquired 80.7% of the outstanding common stock of
EagleView. For accounting purposes, the acquisition has been treated as a
recapitalization of EagleView with EagleView as the acquirer (reverse
acquisition). Pro forma information giving effect to the acquisition as if the
acquisition took place January 1, 1999 is presented below.
DISTINCTIVE DEVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 1999
Distinctive EagleView, Pro Forma
Devices, Inc. Industries Inc. Adjustments Pro Forma
(a) (b) (c)
ASSETS
Current Assets:
Cash $ 401,955 $ 194,884 $ $ 596,839
Receivables 5,255 14,917 20,172
Prepaid Expenses 8,000 8,000
------- ------- ------ -------
Total Current Assets 407,210 217,801 625,011
Property and
Equipment, Net 150 46,019 46,169
Other Assets 750 3,404 4,154
------- ------- ------ -------
$ 408,110 $ 267,224 $ $ 675,334
======= ======= ====== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable
and Accrued Expense $ 2,600 $ $ $ 2,600
----- ------- ----- -----
Total Current
Liabilities 2,600 2,600
----- ------- ----- -----
Minority Interest 51,574 51,574
------ ------
Shareholders' Equity:
Common Stock 205,995 410 408,243 614,648
Additional Paid-in
Capital 630,178 550,420 (890,480) 290,118
Accumulated Deficit (430,663) 430,663
Deficit Accumulated
During the
Development Stage (283,606) (283,606)
------- ------- ------- -------
Total Shareholders'
Equity 405,510 267,224 (51,574) 621,160
------- ------- ------ -------
$ 408,110 $ 267,224 $ - $ 675,334
======= ======= ====== =======
See Notes to Unaudited Pro Forma Consolidated Financial Statements
DISTINCTIVE DEVICES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the For the
Seven Months Six Months
Ended Ended
June 30, June 30,
1999 1999
Distinctive EagleView Pro
Devices, Inc. Industries, Inc. Forma
(d) (e)
Revenue $ - $ - $ -
General and Administrative
Expenses 49,360 283,411 332,771
------ ------- -------
Other Income: `
Covenant Not to Compete 13,500 13,500
Interest and Other Income 9,556 9,556
------ ------- -------
23,056 23,056
------ ------- -------
Net (Loss) $ (26,304) $(283,411) $(309,715)
====== ======= =======
Net (Loss) Per Common Share
(Basic and Diluted) $ (.01) $ (.03)
=== ===
Weighted Average Number of
Common Shares Outstanding 4,119,902 (f) 12,292,954
See Notes to Unaudited Pro Forma Consolidated Financial Statements
NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Balance Sheet
(a) Represents the unaudited balance sheet of DDI as of June 30, 1999.
(b) Represents the unaudited balance sheet of EagleView as of June 30, 1999.
(c) Represents the acquisition of 80.7% of the outstanding common stock of
EagleView. For accounting purposes, the acquisition has been treated as a
recapitalization of EagleView with EagleView as the acquirer (reverse
acquisition). DDI issued 8,051,340 shares of its common stock to the
stockholders of EagleView as part of the acquisition plus 121,712 shares of
common stock as a finder's fee to an individual. The stock exchange agreement
also provides that within thirteen months following the closing date, DDI will
offer to exchange additional shares of its common stock for the balance of the
shares of EagleView common stock that are outstanding. In addition, if within
thirteen months of the closing additional shares are issued to acquire the
balance of EagleView common stock, DDI will issue as an additional finder's fee
such number of shares which will equal 1% of the common shares issued in
exchange for the balance of the EagleView common stock.
Unaudited Pro Forma Consolidated Statement of Operations
(d) Represents the unaudited results of DDI for the seven months ended June 30,
1999 (the separate results of DDI for the month of December 1998, are not
meaningful).
(e) Represents the unaudited results of EagleView for the six months ended June
30 31, 1999.
(f) In calculating earnings per share, effect has been given to the issuance of
8,173,052 shares of common stock as a result of the recapitalization (see c
above).
