SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 2, 1999
MONSTERDAATA.COM, INC.
----------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 033-01599 22-2732163
- - - -------- --------- ----------
(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
115 Stevens Avenue, Valhalla, NY 10595
--------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (914) 747-9100
------------------------------------------------------------------
D-Vine, Ltd., 712 Fifth Avenue, Fifth Floor, New York, NY 10019
---------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
This Amendment No. 1 (this "Amendment") to the Current Report of
MonsterDaata.com, Inc. ("Registrant") on Form 8-K dated April 2, 1999, (the
"Current Report") relates to the Acquisition Agreement and Plan of
Reorganization, dated as of March 26, 1999, between Taconic Data Corp.
("Taconic"), Registrant and certain shareholders of Taconic and Registrant (the
"Acquisition Agreement"). Pursuant to the Acquisition Agreement, Registrant
acquired 99.2% of the issued and outstanding capital stock of Taconic, a
privately-held corporation, in exchange for the issuance of an aggregate of
6,000,000 shares of Registrant's common stock (the "Acquisition"), which
resulted in a change in control of Registrant (the former shareholders,
directors and officers of Taconic now control Registrant). Registrant also filed
a Certificate of Amendment to its Certificate of Incorporation, changing its
corporate name from "D-Vine, Ltd." to "MonsterDaata.com, Inc." following the
completion of the Acquisition. The Acquisition was deemed a reorganization or
"reverse acquisition" for accounting purposes.
As a result of the Acquisition, Registrant has elected to retain Taconic's
current auditors to be Registrant's certifying accountants, and Registrant has
elected to change its fiscal year end to December 31 to match Taconic's
historical fiscal year end. These changes are further described in Items 4 and 8
in Registrant's separate Current Report on Form 8-K to be filed on or about June
15, 1999.
This Amendment amends Item 7 to provide certain financial statements and
information for the fiscal years ended December 31, 1997 and December 31, 1998
and the quarterly periods ended March 31, 1998 and March 31, 1999, which was
impracticable to provide at the time the Registrant filed the Current Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS.
Attached hereto as Exhibit (c)(1) is Taconic's financial statements
for the three months ended March 31, 1998 and 1999 (unaudited), and
for the fiscal years ended December 31, 1997 and 1998 (audited).
(b) PRO-FORMA FINANCIAL INFORMATION.
Since the Acquisition is treated as a recapitalization and Taconic
is deemed the acquirer for accounting purposes, pro forma
information has not been presented.
(c) EXHIBITS.
(c)(1) Financial Statements of Taconic.
2
<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 hereunto duly authorized.
MONSTERDAATA.COM, INC.
By: /s/ James Garfinkel
---------------------------------------
James Garfinkel
Vice-President, Secretary and Treasurer
Date: June 14, 1999
3
<PAGE>
Exhibit Index
Exhibit Number Description
- - - -------------- -----------
(c)(1) Financial Statements of Taconic.
4
TACONIC DATA CORP.
FINANCIAL STATEMENTS
For the Years Ended December 31, 1998 and 1997 (audited)
For the Three Months Ended March 31, 1999 and 1998 (unaudited)
<PAGE>
TACONIC DATA CORP.
CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT 1
Balance Sheets 2-3
Statements of Operations 4
Statements of Changes in Stockholders' Deficiency 5
Statements of Cash Flows 6-7
NOTES TO FINANCIAL STATEMENTS 8-16
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Taconic Data Corp.
We have audited the accompanying balance sheets of Taconic Data Corp. as of
December 31, 1998 and 1997, and the related statements of operations, changes in
stockholders' deficiency 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 audits.
We conducted our audits 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 audits 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 Taconic Data Corp. as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
Marcum & Kliegman LLP
May 28, 1999
New York, New York
-1-
<PAGE>
TACONIC DATA CORP.
BALANCE SHEETS
December 31, 1998 and 1997
ASSETS
1998 1997
-------- --------
CURRENT ASSETS
Cash $ 55,592 $ 33,570
Accounts receivable 658,940 317,665
Prepaid expense and other current assets -0- 45
-------- --------
Total Current Assets 714,532 351,280
PROPERTY AND EQUIPMENT, Net 132,362 168,983
OTHER ASSETS 8,333 8,333
-------- --------
TOTAL ASSETS $855,227 $528,596
======== ========
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
TACONIC DATA CORP.
BALANCE SHEETS
December 31, 1998 and 1997
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 603,901 $ 412,856
Deferred revenue 1,083,711 317,506
Current maturities of notes payable, stockholders 298,702 -0-
Current maturities of capital lease obligations 58,234 105,385
----------- -----------
Total Current Liabilities 2,044,548 835,747
----------- -----------
OTHER LIABILITIES
Capital lease obligations, less current maturities 4,937 37,842
Notes payable 62,236 234,902
Notes payable, stockholders, less current maturities 21,833 216,958
Notes payable, related parties -0- 472,459
----------- -----------
Total Other Liabilities 89,006 962,161
----------- -----------
TOTAL LIABILITIES 2,133,554 1,797,908
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Common stock - $0.01 par value; 6,000,000 shares authorized,
3,775,101 and 2,803,750 issued and outstanding, respectively 37,752 28,038
Additional paid in capital 1,602,028 (26,038)
Accumulated deficit (2,918,107) (1,271,312)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIENCY (1,278,327) (1,269,312)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 855,227 $ 528,596
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
TACONIC DATA CORP.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998 and 1997
1998 1997
----------- -----------
SALES $ 1,966,713 $ 3,099,139
COST OF SALES 1,182,158 1,610,853
----------- -----------
GROSS PROFIT 784,555 1,488,286
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,352,893 1,109,736
----------- -----------
OPERATING (LOSS) INCOME (1,568,338) 378,550
----------- -----------
OTHER INCOME (EXPENSE)
Interest expense, net of interest income of
$161 and $2,517, respectively (78,156) (104,205)
Equity in earnings of Assetrac -0- 4,083
Other income 24 14,527
----------- -----------
TOTAL OTHER EXPENSE (78,132) (85,595)
----------- -----------
NET (LOSS) INCOME BEFORE INCOME TAXES (1,646,470) 292,955
INCOME TAX EXPENSE 325 2,000
----------- -----------
NET (LOSS) INCOME $(1,646,795) $ 290,955
=========== ===========
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
TACONIC DATA CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Par Value
$0.01 Additional
Common Paid in Accumulated
Shares Stock Capital Deficit Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE - December 31, 1996 2,803,750 $ 28,038 $ (26,038) $(1,562,267) $(1,560,267)
Net income 290,955 290,955
----------- ----------- ----------- ----------- -----------
BALANCE - December 31, 1997 2,803,750 28,038 (26,038) (1,271,312) (1,269,312)
Stock transaction among stockholders 140,330 140,330
Issued shares for services 213,193 2,132 296,338 298,470
Debt to equity conversion 758,158 7,582 962,836 970,418
Capital contribution 228,562 228,562
Net loss (1,646,795) (1,646,795)
----------- ----------- ----------- ----------- -----------
BALANCE - December 31, 1998 3,775,101 $ 37,752 $ 1,602,028 $(2,918,107) $(1,278,327)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
TACONIC DATA CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $(1,646,795) $ 290,955
----------- -----------
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation 124,184 127,861
Stock based compensation 211,800 -0-
Accrued interest 49,980 -0-
Equity in earnings of Assetrac -0- (4,083)
(Increase) decrease in accounts receivable (341,275) 26,236
Decrease in prepaid expense and other current assets 45 444
Increase(decrease) in accounts payable and accrued
expenses 714,601 (465,033)
Increase (decrease) in deferred revenue 766,205 (346,369)
----------- -----------
TOTAL ADJUSTMENTS 1,525,540 (660,944)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (121,255) (369,989)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (55,761) (18,867)
Investment in Assetrac -0- (331,522)
Proceeds from sale of Assetrac -0- 350,000
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (55,761) (389)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of note payable, bank -0- (250,000)
Proceeds from notes payable 350,000 62,236
Proceeds from notes payable, related parties -0- 472,459
Proceeds from notes payable, stockholders 20,000 216,958
Principal repayments of note payable, stockholders (59,104) -0-
Principal repayments of capital lease obligations (111,858) (102,438)
----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 199,038 399,215
----------- -----------
NET (DECREASE) INCREASE IN CASH (Forward) $ (22,022) $ 28,837
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
TACONIC DATA CORP.
STATEMENTS OF CASH FLOWS, Continued
For the Years Ended December 31, 1998 and 1997
1998 1997
-------- --------
NET (DECREASE) INCREASE IN CASH (Forward) $(22,022) $ 28,837
CASH - Beginning 33,570 4,733
-------- --------
CASH - Ending $ 55,592 $ 33,570
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the years for:
Interest $ 21,081 $ 72,267
Noncash investing and financing activities:
During 1998 and 1997, the Company converted certain trade accounts
payable to a note payable in the amount of $296,666 and 172,666,
respectively.
During 1998, the Company converted certain trade accounts payable to
equity in the amount of $227,000.
During 1998 the Company converted notes payable to equity in the amount
of $477,498.
During 1998 the Company converted notes payable, related parties to
equity in the amount of $492,920.
During 1998 notes payable, stockholders was forgiven and treated as
contributed capital in the amount of $228,562.
During 1998 property and equipment value at $31,802 was obtained through
capital lease obligations.
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies
Nature of Business
Taconic Data Corp. (the "Company") is a professional business information
company with a specialty in real estate and public records data. It
develops and manages complex real estate and marketing information
databases via the Internet licensing agreements and under long-term
service contracts to multiple listing services, realtor associations, and
other information companies located primarily in the eastern United
States.
Revenue Recognition
Licensing Fees
The Company recognizes licensing fees on a straight-line basis over the
term of the respective agreements, which range from one (1) to three (3)
years.
Long Term Data Base Contracts
The Company utilizes long-term contracts and recognizes revenue for
financial statement purposes under the percentage of completion method
and, therefore, takes into account the costs, estimated earnings and
revenue-to-date on contracts not yet completed.
The amount of revenue recognized at the financial statement date is the
portion of the total contract price that the costs expended to date bears
to the anticipated total costs, based on current estimates of costs to
complete. Contract costs include all direct labor and benefits, materials
unique to or installed in the project, subcontract costs and allocated
indirect costs.
Revisions in estimates of costs and earnings during the life of the
contracts are reflected in the accounting period in which such revisions
become known.
At the time a loss on a contract becomes known, the entire amount of the
estimated loss is recognized in the financial statements.
Deferred Revenue
The deferred revenue represents billings in excess of costs and estimated
earnings on uncompleted contracts in the amount of $518,961 and $317,506
and unamortized licensing fees in the amount of $564,750 and $-0- at
December 31, 1998 and 1997, respectively.
Property and Equipment and Depreciation
Property and equipment is stated at cost and is depreciated using
accelerated methods over the estimated useful lives of the respective
assets. Routine maintenance, repairs and replacement costs are expensed as
incurred and improvements that extend the useful life of the assets are
capitalized. When property and equipment is sold or otherwise disposed of,
the cost and related accumulated depreciation are eliminated from the
accounts and any resulting gain or loss is recognized in income.
-8-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies, continued
Income Taxes
The Company with the consent of their stockholders, had elected under the
Internal Revenue Code to be an "S" corporation. In lieu of corporate
income taxes, the stockholders of an "S" corporation are taxed on their
proportionate share of the corporation's taxable income. Accordingly, no
provision for federal and state income taxes has been included in the
accompanying financial statements. Effective June 8, 1998, the Company
became a "C" corporation under the Internal Revenue Code (see Note 9).
Advertising Costs
Advertising costs are expensed as incurred.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent asset and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE 2 - Property and Equipment
Property and equipment at December 31, 1998 and 1997 consists of the
following:
<TABLE>
<CAPTION>
Estimated
1998 1997 Useful Lives
--------- --------- ------------
<S> <C> <C> <C>
Furniture and fixtures $ 74,233 $ 73,790 5-7 years
Computer equipment 639,741 552,621 3-5 years
--------- ---------
713,974 626,411
Less: accumulated depreciation (581,612) (457,428)
--------- ---------
Property and Equipment, Net $ 132,362 $ 168,983
========= =========
</TABLE>
Depreciation expense for the years ended December 31, 1998 and 1997 was
$124,184 and $127,861, respectively.
NOTE 3 - Capitalized Lease Obligations
The Company is the lessee of equipment under certain capital leases
expiring through the year 2000. The assets and liabilities are recorded at
fair-market value. The assets are being depreciated over their estimated
useful lives. Depreciation of assets under capital leases
-9-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - Capitalized Lease Obligations, continued
charged to expense for the years ended December 31, 1998 and 1997 was
$77,720 and $80,955, respectively. The following is a summary of property
held under capital leases included in equipment:
1998 1997
--------- ---------
Equipment $ 407,985 $ 355,009
Less: accumulated depreciation (313,621) (235,901)
--------- ---------
$ 94,364 $ 119,108
========= =========
Minimum future lease payments under capital leases as of December 31, 1998
for each of the next two years, and in the aggregate, are as follows:
For the Year Ending
December 31, Amount
------------------- ------
1999 $ 61,007
2000 4,964
--------
Total minimum lease payments 65,971
Less: amount representing interest (2,800)
--------
Present value of net minimum
lease payments $ 63,171
========
Current portion $ 58,234
Long-term portion 4,937
--------
Total $ 63,171
========
Interest rates on capitalized leases vary from 5.43% to 17.43% and are
imputed based on the lessors' implicit rate of return.
NOTE 4 - Investment in Assetrac
In 1996 the Company entered into a joint venture with an unrelated party
to form Assetrac Data Corporation ("Assetrac") to compile information
regarding the real estate industry into various database products. The
Company accounted for the investment in Assetrac under the equity method
of accounting. On November 11, 1997, the assets and liabilities of
Assetrac were sold to an unrelated third party for a price of $415,288. As
a result of this transaction, the Company has recorded a gain on
investment of $4,083 at December 31, 1997.
-10-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - Notes Payable
Notes payable at December 31, 1998 and 1997 consists of the following:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Note payable, principal due on April 9, 1999
bearing interest at 10% per annum.(3) $ -0- $105,000
Note payable, with interest at 11% and principal due on
July 24, 1999 (Interest of $6,600 was paid during year
ended December 31, 1998)(1)(see Note 12) 62,236 62,236
Note payable, with interest at 11% and principal
due on October 31, 1999. (2) -0- 67,666
-------- --------
Total Notes Payable $ 62,236 $234,902
======== ========
</TABLE>
(1) If the Company offers to repay the outstanding principal and interest
prior to maturity date, the lender has the option to convert any or all of
the outstanding amount into an equity investment in the Company.
If the Repayment Option is chosen by the lender, the Company shall pay the
lender cash for the unconverted portion. In addition, the Company shall
issue warrants to the lender for one-fourth (1/4) of the shares the lender
will receive should the Conversion Option be chosen.
If the Conversion Option is chosen, the Company shall provide an equity
interest in the form of common stock in the Company for the unconverted
portion as defined in the Agreement.
If a majority interest in the Company is purchased prior to maturity date,
the Company shall provide the lender shares equal to a percentage of
ownership as defined in the Agreement.
(2) On June 8, 1998, the above note was converted to equity (see Note 8).
(3) On June 8, 1998, a portion of the above note was converted to equity (see
Note 8).The remaining balance of the note is classified as Note Payable,
Stockholder at December 31, 1998 (see Note 6).
-11-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - Notes Payable, Stockholders
Notes payable, stockholders at December 31, 1998 and 1997 consists of the
following:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Note payable, stockholder (J. Garfinkel), with
interest at 11% and principal due on August 12,
1999. (1) $ -0- $ 53,087
Note payable, stockholder (J. Garfinkel), with
interest at 11% and principal due on September
4, 1999. (1) -0- 55,451
Note payable, stockholder (M. Deutsch), with
interest at 11% and principal due on August 12,
1999. (1) -0- 53,059
Note payable, stockholder (M. Deutsch), with
interest at 11% and principal due on September
4, 1999. (1) -0- 55,361
Note payable, stockholder (RSI, Inc), payable in
36 monthly installments of $12,902 including
interest of 9.71% per annum. (2) 298,702 -0-
Note payable, stockholder (D.Garfinkel) with
interest at 10% and principal due on February
13, 2000 (including accrued interest of $1,833) 21,833 -0-
---------- ----------
Notes Payable, Stockholders 320,535 216,958
Less: Current Maturities 298,702 -0-
---------- ----------
Notes Payable, Stockholders, Less Current Maturities $ 21,833 $ 216,958
========== ==========
</TABLE>
(1) On June 8, 1998, the above notes were forgiven and treated as contributed
capital. (see Note 8).
(2) On June 8, 1998, a portion of the above note was converted to equity and
the remaining balance of the note is classified as Note Payable,
Stockholder (see Notes 5 and 8).
The Company is in default of the remaining balance of the note whereby the
entire balance is due and interest is accruing at the annual rate of 18%
since the default date (see Note 10).
-12-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - Notes Payable, Related Parties
Notes payable, related parties at December 31, 1997 were to two related
parties totaling $472,459 (including accrued interest of $22,459). On June
8, 1998 the notes were converted to equity (see Note 8).
NOTE 8 - Stockholders Equity
Stock Transaction Among Stockholders
On January 2, 1998, a stockholder transferred 584,710 shares, valued at
$0.24 per share of common stock to an officer/stockholder for no
consideration. The transferred shares have been recalculated to give
retroactive effect of the stock split (see below). By transferring the
shares the stockholder intended to enhance the value of his investment and
improve the performance of the officer/stockholder who received the
shares, which is both beneficial to the stockholder and the Company.
Therefore the Company recorded compensation expense of $140,330 in
connection with the above transaction.
Conversion of Accounts Payable
On June 3, 1998, the Company converted certain trade accounts payables to
common stock. The aggregate trade accounts payable through June 3, 1998
was $227,000. Each $1.40 of trade accounts payable was converted into one
(1) share of common stock, par value $.01. The total shares issued for
this conversion was 162,143.
Conversion of Debt
On June 8, 1998, the Company converted certain notes payable (see Notes 5
and 6) to common stock. The aggregate notes payable including accrued
interest through June 8, 1998 was $1,061,421. This debt was converted into
common stock ($1.40 per share) which amounted to 758,158 shares.
Contributed Capital
On June 8, 1998, Notes Payable, Stockholders including accrued interest
through June 8, 1998 of $228,562 (see Note 6) were forgiven and treated as
contributed capital.
Stock Split
On June 12, 1998, the Board of Directors authorized a 14,018.75 for 1
stock split, thereby increasing the number of issued and outstanding
shares to 2,803,750, and increasing par value to $.01 per share. In
addition, the Board of Directors amended the certificate of incorporation
to increase the number of common shares authorized to 6,000,000, par value
$.01. All prior period financial statements are restated to give
retroactive effect of this stock split.
-13-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - Stockholders Equity, continued
Stock Based Compensation
On June 12, 1998, the Company issued 51,050 shares ($1.40 per share) of
common stock to two officer/stockholders for services performed which
amounted to $71,470.
NOTE 9 - Income Taxes
As discussed in Note 1 effective June 8, 1998 the Company has become a "C"
Corporation under the Internal Revenue Code. For the year ended December
31, 1997 and for the period ended June 7, 1998 the Company was taxed as a
"S" corporation. The provision for income taxes for the years ended
December 31, 1998 and 1997 consists of the following:
1998 1997
------- -------
Federal
Current $ -0- $ -0-
Deferred -0- -0-
------- -------
-0- -0-
------- -------
State and local
Current 325 2,000
Deferred -0- -0-
------- -------
325 2,000
------- -------
Total $ 325 $ 2,000
======= =======
The components of deferred tax assets and (liabilities) at December 31,
1998 consists of the following:
Deferred tax assets
Deferred Revenue $ 299,000
Depreciation and amortization (1,000)
Net operating loss carryforwards 50,000
---------
348,000
Less: Valuation Allowance (348,000)
---------
Total Deferred Tax Assets $ -0-
=========
-14-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 9 - Income Taxes, continued
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets for financial reporting purposes
and the amounts used for income tax purposes. A valuation allowance is
required if, based on the weight of available evidence, it is more likely
than not that some portion of all of the deferred tax assets will not be
realized. Management concluded a valuation allowance was appropriate at
December 31, 1998 due to operating losses incurred.
NOTE 10 - Commitments and Contingencies
Lease Arrangement
The Company leases office space under a five (5) year noncancelable lease
expiring December 31, 2000. The Company pays property taxes, insurance,
and other related expenses to the leased properties. Rent expense was
$87,575 and $68,054 for the years ended December 31, 1998 and 1997,
respectively.
Future minimum rental payments required under the above non-cancelable
operating lease at December 31, 1998 are as follows:
For the Year Ending
December 31, Amount
------------------- --------
1999 $ 76,500
2000 76,500
--------
Total $153,000
========
License Agreement
The Company is obligated to pay a license fee for the use of software and
the maintenance of the software through October 2001. The future
commitment for the year ending December 31, 1998 is as follows:
For the Year Ending
December 31, Amount
------------------- --------
1999 $ 29,627
2000 29,627
2001 24,689
--------
Total $ 83,943
========
-15-
<PAGE>
TACONIC DATA CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 10 - Commitments and Contingencies, continued
Litigation
The Company is involved in litigation through the normal course of
business. The Company believes that the resolution of these matters will
not have a material adverse effect on the financial position of the
Company.
In addition, as discussed in Note 6, note payable in the amount of
$298,702 to a stockholder is in default. The Company is currently involved
in a litigation with this stockholder. The outcome of this suit can not be
determined at this time. However management believes that no additional
material liabilities will result from this suit. Accordingly, the Company
has classified the note as currently due.
NOTE 11 - Major Customers
The Company sells a substantial portion (greater than 10% of sales) of its
product to four major customers. During the years ended December 31, 1998
and 1997, sales to these customers totaled $1,408,647(73%) and $2,358,982
(76%), respectively. As of December 31, 1998 and 1997, the amounts due
from these customers included in accounts receivable were $161,588 and
$245,670, respectively.
NOTE 12 - Subsequent Events
Exercise of Warrant
On March 22, 1999, the Company exercised it's option to repay a note
payable in the amount of $62,236. The lender exercised the repayment
option of the loan agreement. Under the agreement, the Company issued a
warrant to purchase 7,500 shares of common stock at a price of $0.01 per
share which was immediately exercised by the lender.
Merger
On April 2, 1999, the Company consummated a merger with a public shell,
D-Vine Ltd. ("D-Vine"). D-Vine simultaneously with this merger changed its
name to Monsterdaata.com, Inc. Under the terms of the merger, 99.2% of the
outstanding shares of the Company were acquired by D-Vine in exchange for
6,000,000 shares of D-Vine's $.01 par value common stock. This transaction
was accounted for as a reverse acquisition whereby the Company was treated
as the acquirer for accounting purposes.
-16-
<PAGE>
TACONIC DATA CORP.
BALANCE SHEETS
(Unaudited)
March 31, 1999 and 1998
ASSETS
1999 1998
-------- --------
CURRENT ASSETS
Cash $ 23,757 $ 500
Accounts receivable 492,330 524,792
Prepaid expenses and other current assets -- 45
-------- --------
Total current assets 516,087 525,337
PROPERTY AND EQUIPMENT, Net 113,533 171,400
OTHER ASSETS
Security Deposits 8,333 8,333
-------- --------
TOTAL ASSETS $637,953 $705,070
======== ========
<PAGE>
TACONIC DATA CORP.
BALANCE SHEETS
(Unaudited)
March 31, 1999 and 1998
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 529,726 $ 213,282
Deferred revenue 585,536 312,784
Current maturities of capital lease obligation 47,919 116,499
----------- -----------
Total Current Liabilities 1,163,181 642,565
----------- -----------
OTHER LIABILITIES
Capital lease obligations, less current maturities
Notes Payable 62,236 521,295
Notes payable stockholders 321,132 223,920
Notes payable - related parties -- 505,835
----------- -----------
Total other liabilities 383,368 1,251,050
----------- -----------
TOTAL LIABILITIES 1,546,549 1,893,615
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Common stock - $0.01 par value; 6,000,000 shares
authorized, 3,885,350 and 2,803,750 issued
and outstanding 38,855 28,038
Additional paid in capital 1,981,171 108,445
Accumulated deficit (2,928,622) (1,325,028)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIENCY (908,596) (1,188,545)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS -
DEFICIENCY $ 637,953 $ 705,070
=========== ===========
</TABLE>
<PAGE>
TACONIC DATA CORP.
STATEMENT OF OPERATIONS
(Unaudited)
March 31, 1999 and 1998
1999 1998
--------- ---------
SALES $ 643,255 $ 528,789
COST OF SALES 373,771 257,841
--------- ---------
GROSS PROFIT 269,484 270,948
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 267,049 285,856
--------- ---------
OPERATING INCOME (LOSS) 2,435 (14,908)
--------- ---------
OTHER INCOME (EXPENSE)
Interest expense 12,950 38,808
--------- ---------
NET INCOME (LOSS) BEFORE INCOME TAXES (10,515) (53,716)
INCOME TAXES -- --
--------- ---------
NET (LOSS) $ (10,515) $ (53,716)
========= =========
<PAGE>
TACONIC DATA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (10,515) $ (53,716)
--------- ---------
Adjustments to reconcile net (loss) to net cash provided by operating
activities:
Depreciation 27,909 35,045
Accrued interest 597 23,687
Stock compensation 134,483
Stock issued for services 248,821
Decrease (increase) in accounts receivable 166,610 (207,127)
(Decrease) increase in accounts payable and accrued expenses 57,175 83,470
Decrease in deferred revenue (498,175) (4,722)
--------- ---------
TOTAL ADJUSTMENTS 2,937 64,836
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES (7,578) 11,120
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchases of property and equipment (9,080) (37,462)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 75
Proceeds from notes payable, related parties 20,000
Principal repayments of capital lease obligations (15,252) (26,728)
--------- ---------
NET CASH USED IN BY FINANCING ACTIVITIES (15,177) (6,728)
--------- ---------
NET INCREASE (DECREASE) IN CASH (31,835) (33,070)
CASH - Beginning 55,592 33,570
--------- ---------
CASH - Ending $ 23,757 $ 500
========= =========
</TABLE>
NON CASH ACTIVITIES
On March 22, 1999 the Company issued 35,500 shares of common stock to two
officers of the Company as payment of certain 1998 compensation.
During the three months ended March 31, 1998, the Company converted
certain trade accounts payable to a note payable in the amount of
$283,044.
<PAGE>
TACONIC DATA CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENT
For the Three Months Ended March 31, 1999 and 1998
NOTE 1
In the opinion of management, the balance sheets at March 31, 1999 and
1998, the statements of operations and the statements of cash flows for
the three months ended March 31, 1999 and 1998 have been prepared by
management without audit. In the opinion of management, all necessary
adjustments (which include only normal recurring adjustments) have been
made in order to present fairly the financial position at March 31, 1999
and 1998. The results of operations for the three months ended March 31,
1999 and 1998 are not necessarily an indication of the operating results
for the entire year.
NOTE 2
On June 12, 1998, the Board of Directors authorized a 14,018.75 for 1
stock split, thereby increasing the number of issued and outstanding
shares to 2,803,750, and increasing par value to $0.01 per share. In
addition, the Board of Directors amended the certificate of incorporation
to increase the number of shares authorized to 6,000,000, par value $0.01.
All prior period financial statements are restated to give retroactive
effect of this stock split.
NOTE 3
On April 2, 1999, the Company consummated a merger with a public shell,
D-Vine Ltd (D-Vine). D-Vine, simultaneously with this merger changed its
name to Monsterdaata.com, Inc. Under the terms of the merger, 99.2% of the
outstanding shares of the Company were acquired by D-Vine in exchange for
6,000,000 shares of D-Vine $0.01 par value common stock. This transaction
was accounted for as a reverse acquisistion whereby the Company was the
acquirer for accounting purposes
