<PAGE> 1
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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): SEPTEMBER 12, 1995
-----------------------------
DIMENSIONAL VISIONS GROUP, LTD.
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 1-10196 23-2517953
- -------------------------------- ------------------------------------------
<S> <C> <C>
State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization File Number) Identification No.)
</TABLE>
718 ARCH STREET, SUITE 202N, PHILADELPHIA, PENNSYLVANIA 19106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 440-7791
---------------------
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(Former name or former address, if changed since last report.)
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<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
General Explanation
The purpose of this Report is to amend the contents of a Form
8-K filed on or about September 27, 1995, relative to the
acquisition of InfoPak, Inc. ("InfoPak") and to amend and
supplement the information provided therein under "Item 7.
Financial Statements and Exhibits."
(a) Financial Statements of Business Acquired
Effective as of September 12, 1995, the registrant acquired
all of the issued and outstanding capital stock of InfoPak.
This Report includes the audited financial statements of
InfoPak for the year ended December 31, 1994, and the
unaudited financial statements of InfoPak for the six months
ended June 30, 1995.
(b) Pro forma Financial Information
This Report includes the Pro forma Financial Information
required by item 7.
(c) Exhibits
1. InfoPak financial statements for the year ended
December 31, 1994.
2. Unaudited financial statements of InfoPak for the six
months ended June 30, 1995.
3. Dimensional Visions Group, Ltd. Pro forma Condensed
Statement of Operations for the year ended June 30,
1995.
<PAGE> 3
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.
DIMENSIONAL VISIONS GROUP, LTD.
Dated: November 21, 1995 /s/ Steven M. Peck
---------------------------------------
Steven M. Peck, Chief Executive Officer
<PAGE> 1
EXHIBIT 1
<PAGE> 2
INFOPAK, INC.
FINANCIAL STATEMENTS
WITH
INDEPENDENT ACCOUNTANTS' REPORT
DECEMBER 31, 1994
BILLER, FRITH-SMITH & ARCHIBALD Certified Public Accountants
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
Page
------
<S> <C>
Independent auditors' report 1
Financial statements
Balance sheet 2
Statement of income and deficit 3
Statement of cash flows 4
Notes to financial statements 5-8
Independent accountants' report on additional information 9
Supporting schedule of selling and marketing,
and general and administrative expenses 10
</TABLE>
BILLER, FRITH-SMITH & ARCHIBALD Certified Public Accountants
<PAGE> 4
To the Board of Directors
Infopak, Inc.
Phoenix, Arizona
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of
Infopak, Inc., as of December 31, 1994, and the related
statements of income and deficit, and cash flows for
the year 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 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
provides 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 Infopak, Inc. as of December 31,
1994, and the results of its operations and its cash
flows for the year then ended in conformity with
generally accepted accounting principles.
Tarzana, California
May 4, 1995
<PAGE> 5
2
INFOPAK, INC.
BALANCE SHEET
DECEMBER 31, 1994
ASSETS
<TABLE>
<S> <C> <C>
Current assets
Cash $ 74,093
Accounts receivable, net of
allowance for doubtful
accounts of $15,000 129,612
Notes and other receivables 56,950
Inventory 259,982
-----------
Total current assets 520,637
Property, equipment and development costs
net of accumulated depreciation 118,838
Other assets
Start-up costs, net of amortization 136,790
Deposits 1,140
-----------
Total other assets 137,930
-----------
$ 777,405
===========
</TABLE>
LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<S> <C> <C>
Current liabilities
Accounts payable $ 42,409
Accrued payroll 26,476
Accrued payroll taxes 24,025
Accrued interest 47,425
Commissions payable 31,924
Royalties payable 179,028
Current portion of long-term debt 175,000
-----------
Total current liabilities 526,287
Long-term liabilities 527,894
Stockholders' deficit
Common stock, $.01 par value,
40,000,000 shares authorized,
5,071,131 shares issued and
outstanding 50,711
Deficit ( 327,487)
-----------
Total stockholders' deficit ( 276,776)
-----------
$ 777,405
===========
</TABLE>
See accompanying accountants' audit report and notes to financial statements
<PAGE> 6
3
INFOPAK, INC.
STATEMENT OF INCOME AND DEFICIT
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C> <C>
Revenue from sales $ 2,199,089 100.0 %
Cost of goods sold 1,457,054 66.3
------------ ------
Gross profit 742,035 33.7
------------ ------
Selling and marketing expenses 631,908 28.7
General and administrative 268,308 12.2
------------ ------
900,216 41.0
------------ ------
Loss before taxes and other expenses ( 158,181) ( 7.2)
Interest expense 33,436 1.5
------------ ------
Loss before income taxes ( 191,617) ( 8.7)
Provision for income taxes - 0 - -
------------ ------
Net loss ( 191,617) ( 8.7)%
======
Deficit, beginning of year ( 135,870)
------------
Deficit, end of year $( 327,487)
============
</TABLE>
See accompanying accountants' audit report and notes to financial statements
<PAGE> 7
4
INFOPAK, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss $( 191,617)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 72,940
Changes in assets and liabilities:
Notes and other receivables 355,243
Supplies and samples 1,119
Inventory ( 259,982)
Accounts payable 26,220
Accrued expenses 26,483
-----------
Net cash provided by operating activities 30,406
-----------
Cash flows from investing activities:
Cash purchases of property and equipment ( 11,235)
-----------
Net cash used in investing activities ( 11,235)
-----------
Cash flows from financing activities:
Proceeds from notes payable 28,655
Repurchase of common stock ( 5,155)
-----------
Net cash provided by financing activities 23,500
-----------
Net increase in cash 42,671
Cash, beginning of year 31,422
-----------
Cash, end of year $ 74,093
===========
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest $ 21,802
===========
Income taxes $ - 0 -
===========
</TABLE>
See accompanying accountants' audit report and notes to financial statements
<PAGE> 8
5
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Line of business
The Company designs and manufactures products in the hand held
personal computer industry.
Property and equipment and depreciation
Property and equipment are stated at cost. Depreciation is computed
using the straight line method over the estimated useful lives of the
assets. The estimated useful lives are as follows:
<TABLE>
<S> <C>
Machinery and equipment 3 - 5 years
Furniture and fixtures 3 - 5 years
Development costs 5 years
</TABLE>
Expenditures for replacements and betterments are capitalized, while
repairs and maintenance are charged to expense as incurred.
Start-up costs amortization
Start-up costs are amortized on the straight line method over seven
years that commenced in 1993.
Income taxes
The Company elected in 1993, by unanimous consent of the shareholders,
to be taxed as an S-Corporation under the provisions of the Internal
Revenue Code. Under such provision, the Company does not pay federal
or state corporate income taxes on its taxable income. Therefore, no
provisions for federal or state income taxes have been made. Each
individual shareholder is to report his respective share of the
Company's taxable income, to the extent allowable, on his federal and
state income tax returns.
<PAGE> 9
6
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
2. NOTES AND OTHER RECEIVABLES
During the year ended December 31, 1994, the Company did not advance
any additional funds to employee/shareholders. The amounts are
recorded as notes receivable from the employee/shareholders with
interest calculated annually at 6% and not to exceed specified
amounts. Repayment is to begin when certain conditions are met.
3. INVENTORY
Inventory consists of finished goods.
4. PROPERTY, EQUIPMENT AND DEVELOPMENT COSTS
Property, equipment and development costs consist of the following:
<TABLE>
<CAPTION>
Accumulated Net Book
Cost Depreciation Value
---------- ------------ -----------
<S> <C> <C> <C>
Machinery $ 21,926 $ 10,593 $ 11,333
Furniture and fixtures 1,994 1,701 293
Software development 8,469 4,188 4,281
Hardware development 198,009 95,078 102,931
---------- ------------ -----------
$ 230,398 $ 111,560 $ 118,838
========== ============ ===========
</TABLE>
<TABLE>
<S> <C> <C>
5. START-UP COSTS
Start-up costs consist of expenses incurred
for developing the Company's initial product
patents, copyrights and manufacturing processes. $ 174,096
Accumulated amortization 37,306
-----------
$ 136,790
===========
</TABLE>
<PAGE> 10
7
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
<TABLE>
<S> <C> <C>
6. LONG-TERM DEBT
Long-term debt consists of the following:
Notes payable, unsecured, with monthly
payments including interest at 8%,
commencing when the Company becomes
profitable on a tax basis. $ 281,434
Loan payable, unsecured, due on demand,
non-interest bearing. 175,000
Loans payable, employees, unsecured, with
monthly payments including interest at 6%,
commencing when the Company becomes
profitable on a tax basis. No payments
were made during 1994. 246,460
-----------
702,894
Current maturities 175,000
-----------
$ 527,894
===========
</TABLE>
Future maturities of long-term debt are as follows:
<TABLE>
<S> <C>
Year Ending December 31,
------------------------
1995 $ 175,000
Thereafter 527,894
-----------
$ 702,894
===========
</TABLE>
7. COMMON STOCK
The Company repurchased 515,464 shares of common stock during 1994 for
a total of $6,008.97. The stock was retired and is available for
issuance at a latter date.
8. INCOME TAXES
The Company has a tax liability to the state of Arizona for the
minimum state income tax of $50. There is no federal income tax due
to the Company being a subchapter "S" corporation (Note 1). The
amount of the liability is immaterial and not accrued in the
financial statements.
<PAGE> 11
8
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
9. COMMITMENTS AND CONTINGENCIES
Lease
The Company has a month to month, noncapitalized operating lease for
its premises.
Royalty agreement
The Company has a royalty agreement with certain officers of the
Company. This agreement is to pay a royalty for sales of
manufactured product. The royalty accrues and will be paid when the
Company becomes profitable on a tax basis. There were no royalties
paid during 1994.
Bonus plans
The Company entered into a bonus plan in 1993 to pay management and
employees a percentage of the net profit on a cash (tax) basis. As of
May 4, 1995 there have been no bonuses paid.
Income taxes
The Company has a net operating loss carryover which is available if
the Company reverts to a "C" corporation. The net operating loss
expires in 2008.
Long term debt
In 1994 the notes payable were renegotiated to begin payments after
the Company becomes profitable on a tax basis. (See note 6)
10. SUBSEQUENT EVENTS
Long term debt
Subsequent to the balance sheet date, a potential investor requested
the return of his initial deposit for the purchase of stock. Due to
this the stock purchase deposit has been reclassified as a loan
payable. (Note 6)
<PAGE> 12
9
Board of Directors and Stockholders
Infopak, Inc.
Phoenix, Arizona
INDEPENDENT ACCOUNTANTS' REPORT ON ADDITIONAL INFORMATION
Our report on our audit of the basic financial statements
of Infopak, Inc. for 1994 appears on page one. That
audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
supporting schedule of selling and marketing and general
and administrative expenses is presented for purposes of
additional analysis and is not a required part of the
basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Tarzana, California
May 4, 1995
<PAGE> 13
10
INFOPAK, INC.
SUPPORTING SCHEDULE OF SELLING AND MARKETING, AND
GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C> <C>
Selling and marketing
---------------------
Commissions $ 63,445 2.9
Health insurance 42,420 1.9
Insurance 10,527 0.5
Marketing 13,344 0.6
Moving expenses 4,307 0.2
Payroll taxes 34,907 1.6
Salaries 451,715 20.5
Sales expense 9,223 0.4
Travel and entertainment 2,020 0.1
----------- ----
Total $ 631,908 28.7 %
=========== ====
General and administrative
--------------------------
Accounting $ 2,000 0.1 %
Amortization and depreciation 72,940 3.3
Legal and professional 10,512 0.5
Miscellaneous 19,185 0.9
Office expense 107,306 4.9
Repairs and maintenance 966 -
Rent 14,725 0.7
Taxes and licenses 96 -
Telephone 13,165 0.6
Travel 27,413 1.2
----------- -----
Total $ 268,308 12.2 %
=========== =====
</TABLE>
See accountants' report
<PAGE> 1
EXHIBIT 2
<PAGE> 2
INFOPAK, INC.
BALANCE SHEET
JUNE 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets
Cash $ 357,961
Accounts receivable, trade net of allowance
for doubtful accounts $15,000 68,820
Inventory 116,896
------------
Total current assets 543,677
------------
Property and equipment, net of
accumulated depreciation of $135,172 96,547
------------
Other Assets
Start-up costs, net of amortization of $49,741 124,355
Deposit 1,140
------------
Total other assets 125,495
------------
$ 765,719
============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<S> <C>
Current liabilities
Current portion of long-term debt $ 175,000
Accounts payable, accrued expenses and
other liabilities 133,058
Royalties payable 201,132
-------------
509,190
-------------
Long term debt, net of current portion 467,201
-------------
Stockholders' deficiency
Common stock, $.01 par value, 52,061
40,000,000 shares authorized, 5,206,131
shares issued and outstanding
Additional paid-in capital 248,650
Deficit ( 511,383)
------------
( 210,672)
------------
Total liabilities and stockholders' deficiency $ 765,719
============
</TABLE>
See notes to financial statements.
1
<PAGE> 3
INFOPAK, INC.
STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
<TABLE>
<S> <C>
Operating revenue $ 558,590
Cost of goods sold 325,693
-------------
Gross profit 232,897
-------------
Operating expenses
Engineering and development 124,574
Marketing 70,588
General and administration 211,908
-------------
Total operating expenses 407,070
-------------
Loss before interest expense ( 174,173)
Interest expense, net 9,723
-------------
Net Loss $ ( 183,896)
=============
</TABLE>
See notes to financial statements.
2
<PAGE> 4
INFOPAK, INC.
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
<TABLE>
<S> <C>
Cash flow from operating activities
Net loss $ ( 183,896)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 36,047
Changes in assets and liabilities
Accounts receivable, trade 60,792
Inventory 143,086
Accounts payable, accrued expenses (39,201)
and other liabilities
Royalties payable 22,104
-------------
Net cash provided by operations 38,932
-------------
Cash flow from investing activities
Purchase of equipment ( 1,321)
-------------
Net cash used in investing activities ( 1,321)
-------------
Cash flow from financing activities
Reduction of long-term debt ( 3,743)
Sale of common stock 250,000
------------
Net cash provided by financing activities 246,257
------------
Net increase in cash 283,868
Cash, beginning of period $ 74,093
-------------
Cash, end of period $ 357,961
============
Supplemental disclosure of cash flows information
Cash paid during the period for
Interest $ -
================
Income taxes $ -
================
</TABLE>
See notes to financial statements.
3
<PAGE> 5
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation of interim financial statements
In the opinion of management, the interim financials statements
reflect all adjustments of a normal recurring nature necessary for a
fair statement of the results for the six months ended June 30, 1995.
The current period results of operations are not necessarily
indicative of results which ultimately will be reported for year
ending December 31, 1995.
Line of business
The Company is in the business of manufacturing and marketing hardware
and software information and recordable microchip and audio playback
systems and method products and programs.
Property and equipment and depreciation
Property and equipment are stated at cost. Depreciation is computed
using the straight line method over the estimated useful lives of the
assets. The estimated useful lives are as follows:
<TABLE>
<S> <C>
Machinery and equipment 3 - 5 years
Furniture and fixtures 3 - 5 years
Development costs 5 years
</TABLE>
Expenditures for replacements and betterments are capitalized, while
repairs and maintenance are charged to expense as incurred.
Start-up costs amortization
Start-up costs are amortized on the straight line method over seven
years that commenced in 1993.
Income taxes
The Company elected in 1993, by unanimous consent of the shareholders,
to be taxed as an S-corporation under the provisions of the Internal
Revenue Code. Under such provision, the Company does not pay federal
or state corporate income taxes on its taxable income. Therefore, no
provisions for federal or state income taxes have been made. Each
individual shareholder is to report his respective share of the
Company's taxable income, to the extent allowable, on his federal and
state income tax returns.
Effective June 1, 1995, the Company, as a result of a sale of common
stock to a foreign shareholder was no longer eligible to be taxed as a
S-corporation, accordingly, from that date, the Company will be taxed
as a C-corporation.
Note 2. INVENTORY
Inventory consists of finished goods.
4
<PAGE> 6
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Note 3. PROPERTY, EQUIPMENT AND DEVELOPMENT COSTS
Property, equipment and development costs consist of the following:
<TABLE>
<CAPTION>
Accumulated Net Book
Cost Depreciation Value
---- ------------ -----
<S> <C> <C> <C>
Machinery $ 22,804 $ 13,320 $ 9,484
Furniture and fixtures 1,994 1,894 100
Software development 8,913 5,079 3,833
Hardware development 198,009 114,879 83,130
--------- --------- --------
$ 231,719 $ 135,172 $ 96,547
========= ======== ========
</TABLE>
<TABLE>
<CAPTION>
Note 4. START-UP COSTS
<S> <C>
Start-up costs consist of expenses incurred for developing the Company's
initial product patents, copyrights and manufacturing processes. $ 174,096
49,471
Accumulated amortization 124,355
----------
$ 133,888
=========
<CAPTION>
Note 5. LONG-TERM DEBT
<S> <C>
Long-term debt consists of the following:
Notes payable, unsecured, with monthly payments including
interest at 8%, commencing when the Company
becomes profitable on a tax basis. $ 281,434
Loan payable, unsecured, due on demand,
non-interest bearing. 175,000
Loans payable, employees, unsecured, with
monthly payments including interest at 6%,
commencing when the Company becomes
profitable on a tax basis. 185,767
--------
642,201
Current maturities 175,000
--------
$ 467,201
========
</TABLE>
Future maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
Year Ending June 30,
--------------------
<S> <C>
1995 $ 175,000
Thereafter 467,201
-------
$ 642,201
=======
</TABLE>
5
<PAGE> 7
INFOPAK, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1995
(Unaudited)
Note 6. COMMON STOCK
On June 1, 1995, the Company sold 135,000 shares for $250,000 to a
foreign investor.
Note 7. COMMITMENTS AND CONTINGENCIES
Lease
The Company has a month-to-month, non-capitalized operating lease for
its premises.
Royalty Agreement
The Company has a royalty agreement with certain officers of the
Company. This agreement is to pay a royalty for sales of manufactured
product. The royalty accrues and will be paid when the Company
becomes profitable on a tax basis. There were no royalties paid
during 1995.
Bonus plans
The Company entered into a bonus plan in 1993 to pay management and
employees a percentage of the net profit on a cash (tax) basis. As of
June 30, 1995, there have been no bonuses paid.
Note 8. SUBSEQUENT EVENTS
On September 12, 1995, the shareholders of the Company exchanged all
of their outstanding stock for shares in Dimensional Visions Group,
Ltd. Certain liabilities were excluded from the merger transaction
and were cancelled by the Company as follows:
<TABLE>
<S> <C>
Commissions payable $ 31,924
Royalties payable 210,132
Loans payable, employees 151,884
-------
$ 384,940
=======
</TABLE>
In addition, notes payable and accrued interest due to certain
shareholders of InfoPak, Inc. were cancelled and Dimensional Visions
Group, Ltd. issued 34,681 shares of its stock in exchange for the
cancellation of the obligations of $514,968.
6
<PAGE> 8
EXHIBIT 3
<PAGE> 9
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
The pro forma consolidated balance sheet is presented to show the financial
position of Dimensional Visions Group, Ltd. (Company) as if the acquisition of
InfoPak, Inc. had occurred on June 30, 1995, and the pro forma consolidated
statement of operations as if the acquisition of InfoPak, Inc. had occurred on
July 1, 1994, using the assumptions and adjustments described in the
accompanying notes.
These pro forma consolidated financial statements have been prepared for
comparative purposes only, and do not purport to indicate what necessarily
would have occurred had the acquisition been completed since inception, or what
results may be in the future. The pro forma consolidated financial statements
should be read in conjunction with the historical financial statements and
notes, as presented in the 1995 Annual Form 10-KSB/A for the year ended June
30, 1995.
On September 12, 1995, the Company acquired all of the outstanding capital
stock of InfoPak, Inc., pursuant to a merger agreement dated September 6, 1995.
The Company issued 500,000 shares of Series P Convertible Preferred Stock
valued at $2,750,000 and the issuance of an additional 34,681 shares of Series
P Convertible Preferred Stock relating to the cancellation of Notes and accrued
interest of InfoPak, Inc. and 17,500 shares of Series P Convertible Preferred
Stock relating to certain employees and a consultant of InfoPak, Inc.
<PAGE> 10
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 227,972 $ 275,632(1) $ 503,604
Receivables
Trade 18,690 8,867(1) 27,557
Employee - 44,078(1) 44,078
Inventory 26,453 114,383(1) 140,836
Prepaid suppliers and expenses 43,361 - 43,361
------------ ----------- ------------
Total current assets 316,476 442,960 759,436
------------ ----------- ------------
Equipment and leasehold improvements, net 81,363 42,804(1) 124,167
------------ ----------- ------------
Other Assets
Patent rights and other assets 53,398 96,250(2)
1,140(1) 150,788
Goodwill 2,380,356(1)
190,746(3)
- 36,866(4) 2,607,968
------------ ----------- ------------
53,398 2,705,358 2,758,756
------------ ----------- ------------
Total assets $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C> <C> <C>
Current Liabilities
Notes payable
Employees $ - $ 73,729(1) $ 73,729
Other 50,000 - 50,000
Accounts payable, accrued expenses and 36,866(4)
other liabilities 404,489 43,531(1) 484,886
------------ ----------- ------------
Total Current Liabilities 454,489 154,126 608,615
------------ ----------- ------------
Long term debt
Secured notes 1,837,000 - 1,837,000
Accrued interest payable 210,741 - 210,741
------------ ----------- ------------
2,047,741 - 2,047,741
------------ ----------- ------------
Stockholders' equity (deficiency)
Preferred stock 772,500 10,000,000(1)
350,000
693,620 11,816,120
Common stock 16,936 - 16,936
Additional paid-in capital 11,881,927 (7,250,000)(1)
(253,750)(2)
(502,874)(3) 3,875,303
Deficit (14,722,356) - (14,722,356)
------------ ----------- ------------
Total stockholders' equity (deficiency) ( 2,050,993) 3,036,996 986,003
------------ ----------- ------------
Total liabilities and stockholders equity (deficiency) $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
</TABLE>
The accompanying notes to pro forma consolidated financial statements
are an integral part of this statement.
<PAGE> 11
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
(1) Represents the acquisition of the net assets of InfoPak, Inc. on
September 12, 1995, the issuance of 500,000 shares of Series P
Convertible Preferred Stock and the recording of Goodwill resulting from
the excess purchase price over the value of the net assets acquired.
(2) Represents the issuance of 17,500 shares of Series P Convertible
Preferred Stock in connection with employment and consulting contract
signing bonuses to certain employees and a consultant to InfoPak, Inc.
(3) Represents the issuance of 34,681 shares of Series P Convertible
Preferred Stock in connection with the cancellation of debt and related
accrued interest due to certain shareholders of InfoPak, Inc.
(4) Represents legal fees in connection with the merger agreement dated
September 6, 1995.
(5) Represents the elimination of royalty fees and interest expense which
would not be incurred by the Company to operate InfoPak, Inc.
(6) Represents the amortization of the deferred compensation expense (signing
bonuses) over the three year term of the employment contracts, and two
year term of the consulting contract.
(7) Represents amortization of Goodwill over a period of five years.
(8) Represents the pro forma results of operations of InfoPak, Inc. for 12
monthly periods from July 1, 1994 through June 30, 1995.
<PAGE> 1
EXHIBIT 3
<PAGE> 2
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
The pro forma consolidated balance sheet is presented to show the financial
position of Dimensional Visions Group, Ltd. (Company) as if the acquisition of
InfoPak, Inc. had occurred on June 30, 1995, and the pro forma consolidated
statement of operations as if the acquisition of InfoPak, Inc. had occurred on
July 1, 1994, using the assumptions and adjustments described in the
accompanying notes.
These pro forma consolidated financial statements have been prepared for
comparative purposes only, and do not purport to indicate what necessarily
would have occurred had the acquisition been completed since inception, or what
results may be in the future. The pro forma consolidated financial statements
should be read in conjunction with the historical financial statements and
notes, as presented in the 1995 Annual Form 10-KSB/A for the year ended June
30, 1995.
On September 12, 1995, the Company acquired all of the outstanding capital
stock of InfoPak, Inc., pursuant to a merger agreement dated September 6, 1995.
The Company issued 500,000 shares of Series P Convertible Preferred Stock
valued at $2,750,000 and the issuance of an additional 34,681 shares of Series
P Convertible Preferred Stock relating to the cancellation of Notes and accrued
interest of InfoPak, Inc. and 17,500 shares of Series P Convertible Preferred
Stock relating to certain employees and a consultant of InfoPak, Inc.
<PAGE> 3
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 227,972 $ 275,632(1) $ 503,604
Receivables
Trade 18,690 8,867(1) 27,557
Employee - 44,078(1) 44,078
Inventory 26,453 114,383(1) 140,836
Prepaid suppliers and expenses 43,361 - 43,361
------------ ----------- ------------
Total current assets 316,476 442,960 759,436
------------ ----------- ------------
Equipment and leasehold improvements, net 81,363 42,804(1) 124,167
------------ ----------- ------------
Other Assets
Patent rights and other assets 53,398 96,250(2)
1,140(1) 150,788
Goodwill 2,380,356(1)
190,746(3)
- 36,866(4) 2,607,968
------------ ----------- ------------
53,398 2,705,358 2,758,756
------------ ----------- ------------
Total assets $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C> <C> <C>
Current Liabilities
Notes payable
Employees $ - $ 73,729(1) $ 73,729
Other 50,000 - 50,000
Accounts payable, accrued expenses and 36,866(4)
other liabilities 404,489 43,531(1) 484,886
------------ ----------- ------------
Total Current Liabilities 454,489 154,126 608,615
------------ ----------- ------------
Long term debt
Secured notes 1,837,000 - 1,837,000
Accrued interest payable 210,741 - 210,741
------------ ----------- ------------
2,047,741 - 2,047,741
------------ ----------- ------------
Stockholders' equity (deficiency)
Preferred stock 772,500 10,000,000(1)
350,000
693,620 11,816,120
Common stock 16,936 - 16,936
Additional paid-in capital 11,881,927 (7,250,000)(1)
(253,750)(2)
(502,874)(3) 3,875,303
Deficit (14,722,356) - (14,722,356)
------------ ----------- ------------
Total stockholders' equity (deficiency) ( 2,050,993) 3,036,996 986,003
------------ ----------- ------------
Total liabilities and stockholders equity (deficiency) $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
</TABLE>
The accompanying notes to pro forma consolidated financial statements
are an integral part of this statement.
<PAGE> 4
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
(1) Represents the acquisition of the net assets of InfoPak, Inc. on
September 12, 1995, the issuance of 500,000 shares of Series P
Convertible Preferred Stock and the recording of Goodwill resulting from
the excess purchase price over the value of the net assets acquired.
(2) Represents the issuance of 17,500 shares of Series P Convertible
Preferred Stock in connection with employment and consulting contract
signing bonuses to certain employees and a consultant to InfoPak, Inc.
(3) Represents the issuance of 34,681 shares of Series P Convertible
Preferred Stock in connection with the cancellation of debt and related
accrued interest due to certain shareholders of InfoPak, Inc.
(4) Represents legal fees in connection with the merger agreement dated
September 6, 1995.
(5) Represents the elimination of royalty fees and interest expense which
would not be incurred by the Company to operate InfoPak, Inc.
(6) Represents the amortization of the deferred compensation expense (signing
bonuses) over the three year term of the employment contracts, and two
year term of the consulting contract.
(7) Represents amortization of Goodwill over a period of five years.
(8) Represents the pro forma results of operations of InfoPak, Inc. for 12
monthly periods from July 1, 1994 through June 30, 1995.
