UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 0-14273
Integrated Spatial Information Solutions, Inc.
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-0868815
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 West Forsyth St., Jacksonville, FL 32202
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(Address of principal executive offices)
(Zip Code)
(904) 346-1319
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(Registrant's telephone number, including area code)
DCX, Inc., 1597 Cole Boulevard, Suite 300B, Golden, CO 80401
Tel: (303) 274-8708
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. [X] Yes [ ] No
11,578,092 Common Shares were outstanding as of June 30, 1998.
Transitional Small Business Format: Yes No X
Number of pages in this report is 11.
<PAGE>
PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Integrated Spatial Information Solutions, Inc. and Subsidiaries
Condensed and Consolidated Balance Sheet
June 30
1998
(Unaudited)
- --------------------------------------------------------------------------------
Assets
Current:
Cash and cash equivalents 172,996
Accounts receivable 2,245,473
Prepaid expenses 173,075
- --------------------------------------------------------------------------------
Total current assets 2,591,544
- --------------------------------------------------------------------------------
Property and equipment:
At cost 4,021,982
Less: accumulated depreciation (605,563)
- --------------------------------------------------------------------------------
Net property and equipment 3,416,419
- --------------------------------------------------------------------------------
Other Assets:
Other 154,569
Capitalized software 197,196
Goodwill 5,241,858
- --------------------------------------------------------------------------------
Total other assets 5,593,623
- --------------------------------------------------------------------------------
$11,601,586
================================================================================
See accompanying notes to financial statements
2
<PAGE>
PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
Integrated Spatial Information Solutions, Inc. and Subsidiaries
Condensed and Consolidated Balance Sheet
June 30
1998
(Unaudited)
- --------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current:
Notes payable-current portion 755,651
Notes payable-related party 110,029
Accounts payable 751,568
Accrued expenses 737,989
Deferred revenue 174,879
Obligations under capital leases-current 155,752
Accrued litigation settlement 478,997
- --------------------------------------------------------------------------------
Total current liabilities 3,164,865
Note Payable, less current maturities 429,997
Obligations under capital leases 1,999,962
- --------------------------------------------------------------------------------
Total liabilities 5,594,824
Commitments and Contingencies (Note 5)
Stockholders' Equity:
Preferred stock, $.001 par value, 20,000,000 shares
authorized, no shares issued and outstanding at
June 30, 1998 0
Common stock, no par value, 2,000,000,000 shares
authorized;
11,578,092 shares issued and outstanding,
at June 30, 1998 12,984,899
Additional paid-in capital 2,213,650
Accumulated deficit (9,191,787)
- --------------------------------------------------------------------------------
Total stockholders' equity 6,006,762
- --------------------------------------------------------------------------------
$11,601,586
================================================================================
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Integrated Spatial Information Solutions, Inc. and Subsidiaries
Condensed and Consolidated Statements of Operations (See Note 9)
(Unaudited and amended)
Nine months ended Three months ended
June 30 June 30
1998 1997 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 5,891,818 $ -- $ 2,217,437 $ --
Cost of sales
Salaries and employee benefits 3,738,619 310,029 1,257,247 116,411
Direct contract costs 966,088 -- 344,664 --
Other operating costs 2,725,769 206,903 981,097 65,232
Total costs and expenses 7,430,476 516,932 2,583,008 (171,643)
- -----------------------------------------------------------------------------------------------------------------------
Operating loss (1,538,658) (516,932) (365,571) (171,643)
Other income (expense):
Interest expense (311,396) (101,622) (112,743) (31,858)
Insurance proceeds & other income 176,916 419,898 32,701 13,904
Other expense (62,823) (4,152) (6,067) (1,417)
Total other income (expense) (197,303) 313,940 (86,109) (19,371)
- -----------------------------------------------------------------------------------------------------------------------
Loss before extraordinary gain (1,735,961) (202,992) (451,680) (191,014)
Gain on extinguishment of debt -- 267,050 -- 267,050
Income (loss) from continuing operations (1,735,961) 64,058 (451,680) 76,036
Gain (Loss) from discontinued operations (42,215) 248,332 (413) (41,510)
- -----------------------------------------------------------------------------------------------------------------------
Net income (loss) (1,778,176) 312,390 (452,093) 34,526
- -----------------------------------------------------------------------------------------------------------------------
Preferred stock dividends 14,910 -- -- --
Deemed preferred stock dividends 83,333 166,666 -- --
- -----------------------------------------------------------------------------------------------------------------------
Net income (loss) attributable to
common stock shareholders $ (1,876,419) $ 145,724 $ (452,093) $ 34,526
=======================================================================================================================
Basic income (loss) per common share:
Before extraordinary item $ (.18) $ (.04) $ (.04) $ (.04)
Extraordinary item -- .06 .00 .06
From continuing operations $ (.18) $ .01 $ (.04) $ .02
From discontinued operations -- .05 .00 (.01)
Deemed and preferred stock dividends (.01) (.04) -- --
- -----------------------------------------------------------------------------------------------------------------------
Basic income (loss)
per common share: $ (.19) $ .03 $ (.04) $ .01
- -----------------------------------------------------------------------------------------------------------------------
Basic weighted average number of
common shares outstanding 9,863,072 4, 613,600 10,441,759 4,554,656
- -----------------------------------------------------------------------------------------------------------------------
Diluted income (Loss) per common
share outstanding
Before extraordinary item $ (.18) $ (.03) $ (.04) $ (.03)
Extraordinary item -- .05 -- .04
From continuing operations (.18) .01 (.04) .01
From discontinued operations -- .04 .00 (.01)
Deemed and preferred stock dividends (.01) (.03) -- --
- -----------------------------------------------------------------------------------------------------------------------
Diluted income (loss)
per common share: $ (.19) $ .02 $ (.04) $ .01
- -----------------------------------------------------------------------------------------------------------------------
Diluted weighted average number of shares
of common stock outstanding 9,863,072 5,896,285 11,441,759 5,949,767
=======================================================================================================================
See accompanying notes to financial statements
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART I, FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Integrated Spatial Information Solutions, Inc. and Subsidiaries
Condensed and Consolidated Statements of Cash Flows
(Unaudited and amended)
For the Nine-Month Periods Ended June 30, 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net income (loss) $(1,778,176) $ 312,390
Adjustment to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 586,496 69,026
Gain on extinguishment of debt -- (267,050)
Stock options issued for services performed 412,577 --
Write off of accumulated depreciation due to
discontinued operations (129,002) --
Changes in assets and liabilities:
accounts receivable (8,905) (708,805)
inventory -- (109,449)
other assets 64,892 (79,306)
accounts payable (599,916) 327,422
accrued expense (179,347) 76,202
deferred revenue (14,475) --
litigation settlement liability (42,003) --
- --------------------------------------------------------------------------------
Net cash used in operating activities (1,687,859) (379,570)
- --------------------------------------------------------------------------------
Investing activities:
Receipt from sale of assets 1,104,125 --
Purchase of property and equipment ( 57,722) (3,144)
- --------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 1,046,403 (3,144)
- --------------------------------------------------------------------------------
Financing activities:
Decrease in checks writtten against future deposits (269,587) --
Payments on long-term debt, net (464,873) (128,925)
Issuance of common stock 758,174 35,449
Issuance of convertible preferred stock 212,500 450,000
- --------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 236,214 356,524
- --------------------------------------------------------------------------------
Net increase (decrease) in cash (409,330) (26,190)
Cash and cash equivalents, beginning of period 582,326 209,637
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 172,996 $183,447
================================================================================
See accompanying notes to financial statements
5
</TABLE>
<PAGE>
Integrated Spatial Information Solutions, Inc. and Subsidiaries
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Condensed Consolidated Financial Statements
The condensed consolidated financial statements included herein have been
prepared BY INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. ("Integrated"),
formerly DCX, Inc. (the name was changed effective with shareholder approval on
June 26, 1998), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Integrated believes that the disclosures are
adequate to make the information presented not misleading. In the opinion of
management, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the Company's consolidated financial position as of June 30,
1998, the consolidated results of its operations for the periods ended June 30,
1998, and 1997 and statements of cash flows for the periods then ended.
The accounting policies followed by the Company are set forth in the annual
report of September 30, 1997, filed on Form 10-KSB, and the audited consolidated
financial statements therein with the accompanying notes thereto. While
management believes the procedures followed in preparing these consolidated
financial statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that will be
accomplished by Integrated later in the year.
The consolidated results of operations for the three- and nine-month periods
ended June 30, 1998, are not necessarily indicative of the results to be
expected for the full year ending September 30, 1998. Further, these financial
statements, as a result of the acquisition by the Company of PlanGraphics, Inc.
on September 22, 1997 and the subsequent divestiture of all manufacturing
operations, represent the results of the Company's geographic information
systems operating subsidiary, PlanGraphics, Inc. which is viewed as the
predecessor entity, and certain costs from discontinued manufacturing
operations.
(2) Revenue and Cost Recognition
Revenues are recognized as services are rendered. Contract costs include direct
labor and material costs, subcontractor costs and certain indirect costs related
to contract performance. General and administrative costs are charged to expense
as incurred. Provisions for estimated losses on uncompleted contracts are made
in the period in which such losses are determined.
(3) Provision for Income Taxes
At the beginning of the fiscal year the Company had net operating loss
carryforwards of $4,000,000 with expirations through 2013. At June 30, 1998, the
amount of the net operating loss carryforward balance is estimated at
$5,780,000. Since the Company is unable to determine that deferred tax assets
exceeding tax liabilities are more likely than not to be realized, it will
record a valuation allowance equal to the excess deferred tax assets at fiscal
year end.
(4) Litigation
The Company has filed with the Armed Services Board of Appeals an appeal of
certain reprocurement costs related to the difference between the Company's
contract price and the price incurred by Defense Logistics Agency (DLA) from the
next lowest vendor as provided for in the Federal Acquisition Regulations. A
hearing date has been set for September of 1998. The Company recorded a reserve
of $521,000 for the loss in June, 1996; which is believed to be sufficient for
the possible reprocurement costs. During the current quarter, counsel for DLA
has requested mediation of the appeal. (See Note 6, Litigation, to the financial
statements in Form 10-KSB for September 30, 1997.)
(5) Lease Obligations
The Company leases various equipment as well as facilities under capital leases
that expire through the year 2020 as noted in Note 8 to the Financial Statements
in Form 10-KSB, September 30, 1997.
6
<PAGE>
(6) Subsequent Events
Note Extension. During July the Company's operating subsidiary renegotiated the
terms of its asset based line of credit and certain other debt both of which
were held by the same lending institution. As a result of this, the maturity
date was established as July 24, 2001 and total of $429,997 were reclassified
from current liabilities to long-term debt.
(7) Accounting for Preferred Stock Convertible at a Discount to the Market.
The statement of operations gives effect for a discount of 25% of the common
stock which would result and be deemed to be an additional dividend to the
holders of the Company's 6% convertible preferred stock sold on October 14,
1997. The convertible preferred stock is convertible into common stock at a 25%
discount to the five day average market price of the common stock immediately
preceding the conversion date which was lower than the five day average market
price at the date of placement. This difference, $83,333 for the first quarter
and $166,666 for the prior year first quarter, on the first possible date of
conversion is an imputed discount and is deemed to be an additional dividend
available to the holders of the preferred stock which reduces income available
to common stock shareholders. Accordingly, it was reduced from cumulative net
income to arrive at net income attributable to common shareholders.
(8) Net Loss Per Common Share.
During the quarter ended December 31, 1997, the Company adopted Statement of
Financial Accounting Standard ("SFAS") No. 128 issued by the Financial
Accounting Standards Board. SFAS No. 128 provides for the calculation of "Basic"
and "Diluted" earnings per share. Basic earnings per share includes no dilution
and is computed by dividing loss available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of an entity, to fully diluted earnings per share.
Because the Company incurred net losses in the periods ending June 30, 1998 none
of its outstanding options or warrants were included in the computation of
diluted earnings per share for the current periods as their effect would be
anti-dilutive. Total warrants and options outstanding at June 30, 1998 were
1,613,413 and 4,761,922, respectively and at June 30, 1997 they were 483,801 and
1,503,310, respectively.
(9) Restatement of Prior Year Results of Operations for Discontinued Operations.
The Statement of Results of Operations for the prior year period has been
restated to conform to the current presentation. Revenue and related expenses of
the discontinued manufacturing operations have been reclassified to a separate
caption titled "Loss on discontinued operations" for both fiscal years in the
current report.
Pro Forma results of the discontinued defense manufacturing operations are:
<TABLE>
<CAPTION>
Periods ending June 30, 1998 1997
- ----------------------- ----------------------------- -----------------------------
Nine Months Three Months Nine Months Three Months
<S> <C> <C> <C> <C>
Revenue from
discontinued operations -0- -0- $2,537,167 $1,672,052
Gain (loss) from
discontinued operations $( 42,215) $ (413) $ 248,332 $ 41,510)
7
</TABLE>
<PAGE>
PART 1, ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OPERATIONS
Forward-Looking Statements. This quarterly report contains certain
forward-looking statements that describe the future business, prospects, actions
and possible results of Integrated Spatial Information Solutions, Inc. (the
"Company") and the expectations of the Company and its management which are not
historical facts and therefore constitute forward-looking statements as
contemplated in the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
set forth. As a result, there also can be no assurance that the forward-looking
statements included herein will prove to be accurate or that the objectives and
plans of the Company will be achieved.
Financial Condition (Amended):
Liquidity. Cash increased $143,051 over the prior quarter to a total of
$172,996. The total was a decrease of $409,330 from $582,326 at September 30,
1997. The increase during the quarter resulted from a private placement netting
$532,500 offset by operating requirements.
Presently, the Company has negative working capital of approximately $573,321.
The primary reason for the improvement over the prior quarter report is the
reclassification of the line of credit note to long-term debt. Subsequent to the
end of the quarter, the Company and its operating subsidiary completed the
restructuring of an asset-based line of credit from a short-term note to a
36-month note. As a result, about $430,000 of debt was reclassified from
short-term to long-term. However, the decrease from September 30, 1997 is caused
primarily by reclassification of a long-term real property related note payable
to current liabilities.
The Company's current ratio of total current assets to current liabilities
decreased to .82:1 from 1.37:1 a year ago and reflects a slight deterioration
from .91:1 at September 30, 1997.
The Company has established a litigation settlement reserve for the possible
costs connected with the Government's assertion of a claim for reprocurement
costs by the Defense Logistics Agency related to a contract terminated for
default. Presently the balance is about $479,000. The Company has entered into
mediation at the request of the Government to settle the matter and does not
anticipate a requirement for the entire amount. However, were the Company
compelled to satisfy assertions for the entire balance, it anticipates that
approximately $100,000 would be liquidated in the form of common stock of the
Company, $145,000 would require immediate cash payment, and the remainder, about
$234,000 representing the reprocurement costs would be liquidated via a
three-year payment plan as provided for in the Federal Acquisition Regulations.
The immediate cash requirement of $145,000 would have to be disbursed from cash
flows or from a future financing effort.
Ability to Continue as a Going Concern. As a result of losses from operations
and negative working capital, the Company's ability to continue as a going
concern remains in question. The report of the Company's independent certified
accountant at September 30, 1997 includes a comment concerning substantial doubt
about the Company's ability to continue as a going concern. Management's plan to
continue the operation of the Company includes: raising funds through additional
debt or equity instruments, of which there can be no assurance; the recent
completion of an investment banking agreement with a respected and prominent
investment banking organization to negotiate a credit facility for additional
acquisition and operating capital needs; expected increased cashflows from new
contracts awarded during the past nine months on which revenue producing work
has recently begun; and constraining the cost of operations coupled with an
additional contingency plan to generate further cost reductions and improved
cash flows.
Capital Resources. During the current reporting period the Company completed a
private placement of common stock which resulted in net proceeds of $532,500. In
addition, the Company previously entered into an investment banking agreement
with the intent of securing a credit facility large enough to support its near
term acquisition program.
The Company's long-term liquidity requirements may be significant in order to
implement its plans. There can be no guarantee such funds can be secured.
8
<PAGE>
Results of Operations:
(Readers of this report should take into account that the contract electronic
manufacturing operations of the Company during Fiscal Year (FY) 1997 and prior
were discontinued upon sale of those assets and therefore are not relevant to
analysis of the Company's going-forward expectations.
Nine Months of Fiscal Year 1998
Revenue for the nine months of FY 1998 amounted to $5,891,818 and was generated
entirely by the Company's operating subsidiary in geographic information systems
and is not comparable with restated revenue of nil for the first half of the
prior fiscal year. This level of current period revenue reflects a decline of
about 12% from the subsidiary's revenue for the same period of the prior year.
This decline from the subsidiary's prior year level of operations for the same
quarter resulted from the winding down of a significant long-term contract and a
delay in the commencement of work on replacement contract activity.
Concurrently, the Company's operating subsidiary generated net profits in each
of the months during the current quarter.
Total consolidated costs and expenses reached $7,430,476 or 126.1% of revenue.
Approximately $2,343,858 was related to parent company general and
administrative costs and is not comparable to reported costs for the prior year
which resulted from discontinued operations of the Company. Of this amount,
approximately $375,363 was related to actions resulting from acquisition
activities; and $294,000 of acquisition amortization expenses were also
recorded. The balance was related to GIS operations and reflected a decrease of
approximately 10% from the costs for the same period, a year prior which were
not publicly reported. The decline in GIS related costs resulted from management
actions to reduce staffing and operating costs in response to the temporary
decline in revenue.
Interest expense increased over that of the prior year by $209,774 as a result
of the interest costs added from the GIS subsidiary acquired late in the fourth
quarter of FY 1997. However, trend analysis of both parent and subsidiary
interest expenses for the current period compared to interest expenses for the
same period of FY 1997 reveals a decrease of 27% for the parent company due to
certain leased manufacturing equipment costs no longer occurring because of the
divestiture of manufacturing assets and due to the retirement of the SBA-held
note and a decrease of about 15% in subsidiary generated interest expenses
resulting from retirement of certain debt.
Insurance proceeds and other income decreased from prior year totals because the
prior year totals included receipt of proceeds amounting to $400,000 from keyman
life insurance policies carried on a former officer and director of the Company.
No such proceeds were received during the current reporting period.
Discontinued operations total reflects a small increase in expenses related to
the discontinued manufacturing operations.
Third Quarter of FY 1998.
Revenue for the third quarter of FY 1998 amounted to $2,217,437, and was
generated entirely by the Company's operating subsidiary in geographic
information systems and is not comparable with restated revenue of nil for the
second quarter of the prior fiscal year. This level of current quarter revenue
reflects an increase of approximately 13% from the subsidiary's revenue for the
same period of the prior year. This decline from the subsidiary's prior year
level of operations for the same quarter resulted from the winding down of a
significant long-term contract and a delay in the commencement of work on
replacement contract activity.
Total costs and expenses reached $2,583,008 or 116.5% of revenue. Approximately
$364,751 was related to parent company general and administrative costs and is
not comparable to reported costs for the prior year which resulted from
discontinued operations of the Company. Of this amount, approximately $223,000
was related to actions resulting from acquisition activities; and another
$98,000 of acquisition amortization expenses were recorded also. The balance was
primarily related to GIS operations and reflected a slight increase from the
costs for the same period, a year prior which were not publicly reported. The
increase in GIS related costs resulted from increased compensation, increased
proposal costs and subcontracting costs.
Interest expense increased over that of the prior year by $80,885 as a result of
the interest costs added from the GIS subsidiary acquired late in the fourth
quarter of FY 1997. However, trend analysis of both parent company interest
($23,250) and subsidiary interest ($148,197) for the current quarter compared to
interest expenses for the same period of FY 1997 reveals a decrease of 27% for
the parent company due to certain leased equipment costs no longer occurring
because of the divestiture of manufacturing assets and due to the retirement of
the SBA-held note and a decrease of about 10% in subsidiary generated interest
expenses resulting from retirement of certain debt.
9
<PAGE>
Discontinued operations total reflects a decrease in expenses related to the
discontinued manufacturing operations.
Contract Backlog
The Company's only operating subsidiary has reported a backlog of contracts and
work assignments amounting to approximately $7.7 million. This work is related
to geographic information systems. Accordingly, it does not lend itself to
useful comparison with the Company's manufacturing backlog from a year prior
when there was $3.6 million of uncompleted work in the manufacturing backlog..
Year 2000 Issues.
The Company has completed a review of the extent to which its own computer
systems and hardware, and non-information technology equipment are capable of
operating on and after January 1, 2000 without error or other deficiency ("Year
2000 Compliance"). The Company's review has included informal inquiries of its
material suppliers and customers as to the Year 2000 compliance of their systems
and equipment. The Company believes its systems, software and related
applications are presently Year 2000 compliant. The Company, based upon its
informal inquiries, further believes that its material suppliers' and customers'
compliance programs are compliant or should be completed on schedule on or
before December 31, 1998. To date, the Company's Year 2000 Compliance
expenditures have not been material and are not expected to be material. The
failure of the Company or any of its material suppliers and customers to timely
achieve Year 2000 Compliance could have a material impact on the operations of
the Company. The Company's contingency plans in the event of any such material
impact are to provide direct consulting and programming services to affected
customers. There can be no assurance that the Company and/or its material
customers and suppliers will timely attain Year 2000 Compliance with absolute
certainty, or that the impacts of broader compliance failures by
telecommunications, mail, data transfer or other utility or general service
providers or government or private entities will not have a material adverse
effect upon the Company.
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION.
The letter of intent with Earth Information Systems Corp. of Austin, TX reported
on Form 8-K, dated March 18, 1998, expired; the parties to the letter of intent
did not execute any further agreements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K.
Reports on Form 8-K filed since the beginning of the current quarter:
Current Report on Form 8-K, dated June 26, 1998, reported the results of the
shareholder voting at the Company's annual meeting, the reelection of the Board
of Directors, the new name of "Integrated Spatial Information Solutions, Inc."
and the appointment of a new director, Gary S. Murray, to the Board of Directors
at the Annual Directors' Meeting, and the new trading symbol of ISSS.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Integrated Spatial Information Solutions, Inc.
Dated: October 13, 1998
/S/ Fred Beisser
---------------------------------------------
Frederick G. Beisser
Vice President-Finance & Administration,
Secretary & Treasurer and Principal Financial
Accounting Officer
11
