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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K/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) July 21, 1997
DMI, Inc.
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(Exact name of registrant as specified in it's charter)
Colorado 0-19875 95-3500183
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(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
1530 Monterey Street San Luis Obispo, California 93401
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Address of principal executive offices
Registrant's telephone number, including area code 805-546-0444
2501 West Fifth Street Santa Ana, California 92703
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Former name or former address, if changed since last report
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
In accord with the stock purchase agreement discussed under Item 2 below, and
made effective July 21, 1997, Mr. J.P. Makeyev assumed control of DMI, Inc. with
the issuance to him of 53,392,405 shares of common stock of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 31, 1997 , DMI, Inc. executed a business combination agreement with
DTI Technology, Inc. (doing business as Dega Technology), a privately held
California corporation to purchase all Dega common shares in exchange for
56,800,000 shares of DMI, Inc..
On June 26, 1997, the agreement was amended to exchange 57,000,000 shares of
DMI, Inc, for 95.56% of the outstanding shares of DTI Technology, Inc.. The
amended agreement became effective July 21, 1997.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
As previously reported on Form 8K, Coopers & Lybrand L.L.P. announced that
effective November 1, 1996, their client-auditor relationship with DMI, Inc. had
ceased. Effective July 31, 1997, DMI, Inc. engaged Haskell & White L.L.P. of
Newport Beach, California as its independent auditors. Their report for DMI,
Inc. is included in the Company's Form 10KSB report for the fiscal year ended
December 31, 1996.
On August 22, 1997, Haskell & White L.L.P. was engaged as the independent
auditor of DTI Technology, Inc., and that audit is presently underway.
ITEM 5. OTHER EVENTS
Mr. J.P. Makeyev was appointed a director of DMI, Inc. on July 10, 1997
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
James A. Lawson resigned as a director of DMI, Inc. effective July 10, 1997. Mr
Lawson stated that his resignation was not because of any disagreement with
management of the Company relating to the Company's operations, policies. Or
practices, but due to personal demands and his desire to pursue certain other
opportunities.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Dega Technology Business Combination
In July, 1997, the Company closed a stock purchase agreement with certain
shareholders whereby the Company acquired 95.56% of DTI Technology, Inc. (d.b.a.
Dega Technology) in exchange for 57,000,000 shares of the Company's common
stock. The acquisition will be accounted for using the purchase method of
accounting. The results of operations of Dega Technology will be included in the
Company's 1997 financial statements from the date of acquisition.
Presented below are unaudited condensed financial statements as of and for the
year ended December 31, 1996 to reflect the combined financial position and
results of operations on a "proforma" basis as if the combination had occurred
as of January 1, 1996.
UNAUDITED CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
DMI,Inc. Dega Combined
Technology (Unaudited)
(Unaudited)
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<S> <C> <C> <C>
Current Assets $ 9,302 $ 49,437 $ 58,739
Property and equipment, net -- 106,025 106,025
Other non-current assets -- 58,855 58,855
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$ 9,302 $ 214,317 $ 223,619
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Current Liabilities $ 141,317 $ 150,776 292,093
Non-current liabilities 38,509 -- 38,509
Stockholders' equity (170,524) 63,541 (106,983)
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$ 9,302 $ 214,317 223,619
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</TABLE>
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UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
DMI, Inc. Dega Technology Combined
Unaudited (Unaudited)
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<S> <C> <C> <C>
Net Sales $ 40,361 $ 1,269,142 $ 1,309,503
Costs and expenses (227,494) (1,771,400) (1,998,894)
Other Income 24,406 483,509 507,915
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Net loss $ (162,727) $ (18,749) $ (181,476)
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</TABLE>
ITEM 8. CHANGE IN FISCAL YEAR
None
SIGNATURES
Pursuant to the requirements of Section 12 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.
DMI, Inc.
/s/ Duncan Mac Donald 9/8/97
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Duncan Mac Donald Date
Secretary
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