U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 1-10196
Dimensional Visions Incorporated
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 23-2517953
- ------------------------------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2301 W. Dunlap, Suite 207, Phoenix, Arizona, 85021
--------------------------------------------------
(Address of principal executive offices)
(602) 997-1990
---------------------------
(Issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. Yes [X] No [ ]
As of September 30, 1999, the number of shares of Common Stock issued and
outstanding was 5,970,607.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 1999 and June 30, 1999 1
Condensed Consolidated Statement of Operations -
For the three months ended September 30, 1999 and 1998 2
Condensed Consolidated Statement of Cash Flows -
For the three months ended September 30, 1999 and 1998 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, June 30,
1999 1999
------------ ------------
(Unaudited)
ASSETS
Current assets
Cash $ 200,737 $ 20,019
Notes receivable, net of allowance for
bad debts of $402,006 41,663 41,663
Accounts receivable, trade, net of
allowance for bad debts of $11,833 100,813 78,068
Inventory 14,841 6,900
Prepaid expenses 9,082 17,896
------------ ------------
Total current assets 367,136 164,546
------------ ------------
Equipment
Equipment 401,678 401,678
Furniture and fixtures 50,162 50,162
------------ ------------
451,840 451,840
Less accumulated depreciation 288,590 279,681
------------ ------------
163,250 172,159
------------ ------------
Other assets
Deferred costs 286,634 158,567
Patent rights and other assets 34,896 35,701
------------ ------------
321,530 194,268
------------ ------------
Total assets $ 851,916 $ 530,973
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Short-term borrowings $ 230,500 $ 213,767
Current portion of obligations under
capital leases 21,570 20,552
Accounts payable, accrued expenses and
other liabilities 425,894 534,173
------------ ------------
Total current liabilities 677,964 768,492
Long-term debt, net of current portion 294,119 268,215
Obligations under capital leases, net
of current portion 76,244 82,033
------------ ------------
Total liabilities 1,048,327 1,118,740
------------ ------------
Commitments and contingencies -- --
Stockholders' deficiency
Preferred stock - $.001 par value, authorized
10,000,000 shares; issued and outstanding -
501,582 shares at September 30, 1999, and
130,810 shares at June 30, 1999 502 131
Additional paid-in capital 953,018 658,170
------------ ------------
953,520 658,301
Common stock - $.001 par value, authorized
100,000,000 shares; issued and outstanding -
5,970,607 shares at September 30, 1999 and
5,138,192 shares at June 30, 1999 5,971 5,138
Additional paid-in capital 19,893,248 19,556,402
Deficit (21,049,150) (20,807,608)
------------ ------------
Total stockholders' deficiency (196,411) (587,767)
------------ ------------
Total liabilities and stockholders'
deficiency $ 851,916 $ 530,973
============ ============
See notes to condensed consolidated financial statements.
1
<PAGE>
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
------------------------------
1999 1998
----------- -----------
Operating revenue $ 129,597 $ 191,089
Cost of sales 83,429 132,007
----------- -----------
Gross profit 46,168 59,082
----------- -----------
Operating expenses
Engineering and development costs 29,835 56,955
Marketing expenses 10,846 59,819
General and administrative expenses 180,356 123,493
----------- -----------
Total operating expenses 221,037 240,267
----------- -----------
Loss before other income (expenses) (174,869) (181,185)
----------- -----------
Other income (expenses)
Interest expense (66,672) (12,346)
Interest income -- 10,771
----------- -----------
(66,672) (1,575)
----------- -----------
Net loss $ (241,542) $ (182,760)
=========== ===========
Loss per share
Basic and diluted loss per common share $ (.04) $ (.05)
=========== ===========
Shares used in computing net loss per share 5,445,290 3,612,129
=========== ===========
See notes to condensed consolidated financial statements.
2
<PAGE>
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
September 30,
----------------------------
1999 1998
--------- ---------
Cash flows from operating activities
Net loss $(241,542) $(182,760)
Total adjustments to reconcile net loss
to net cash used in operating activities 71,532 (33,724)
--------- ---------
Net cash used in operating activities (170,010) (216,484)
--------- ---------
Cash flows from investing activities
Proceeds from payments on notes receivable -- 8,092
Purchase of furniture and equipment -- (58,758)
--------- ---------
Net cash used in investing activities -- (50,666)
--------- ---------
Cash flows from financing activities
Payment of obligations under capital lease (4,772) (3,469)
Payment of debt obligations -- (75,000)
Proceeds from issuance of debt net of deferred
financing costs of $33,700 -- 441,300
Repayment of short-term borrowing -- (79,500)
Proceeds from exercise of warrants 18,000 --
Sale of preferred stock, net of offering
costs of $37,500 337,500 --
--------- ---------
Net cash provided by financing activities 350,728 283,331
--------- ---------
Net increase in cash 180,718 16,181
Cash, beginning 20,019 15,910
--------- ---------
Cash, ending $ 200,737 $ 32,091
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,152 $ 22,974
========= =========
Supplemental disclosure of non-cash investing and financing activities:
During the three months ended September 30, 1999, 1,688 shares of the Company's
Common Stock were issued as a result of the conversion of 4,228 shares of Series
C Convertible Preferred Stock valued at $42,280.
The Company issued 424,000 shares of its common stock to consultants for
services valued at $424,000.
The Company issued 166,730 shares of its common stock in lieu of cash to settle
$62,398 of accounts payable.
See notes to condensed consolidated financial statements.
3
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
NOTE 1 BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The June 30, 1999, balance sheet data were
derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. The
interim financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1999. In the opinion of management, the interim financial statements
reflect all adjustments of a normal recurring nature necessary for a fair
statement of the results for the interim periods presented. The current
period results of operations are not necessarily indicative of results
which ultimately will be reported for the full year ending June 30, 2000.
NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
September 30, 1999 June 30,1999
------------------ ------------
Accounts payable $287,600 $403,837
Accrued expenses
Interest 82,598 61,465
Salaries 49,468 63,159
Payroll Taxes Payable 6,228 5,712
-------- --------
Total $425,894 $534,173
======== ========
NOTE 3 LONG-TERM DEBT
During July through September 1998, the Company through a private placement
was able to borrow $485,000 through the issuance of Series A 12%
convertible secured debentures. The debentures are due July 31, 2001.
Interest is accrued and payable on July 31 of each year and the first
interest payment is due July 31, 1999. In the event the Company fails to
pay the debenture holders any accrued interest or principal the default
rate is 16% from the due date through the date paid.
On July 15, 1998, the Company entered into a security agreement with the
debenture holders that grants a security interest in substantially all the
assets of the Company.
As of September 30, 1999, the debentures are convertible into 485,000
shares of the Company's common stock.
The Company also issued to the debenture holders three year warrants which
expire January 15, 2001 to purchase the Company's common stock at $.50 per
share.
The warrants were valued at $310,850 by using the Black Scholes option
pricing model. Accordingly, the debentures were discounted for the value
allocated to the warrants and additional paid-in capital was recorded. As
of September 30, 1999 additional interest expense of $119,969 was recorded
and the remaining unamortized discount was $190,881.
As of September 30, 1999, the discounted value of the debentures was
$294,119.
On July 31, 1999, the Company failed to make an interest payment to the
debenture holders. The Company extended an offer to the debenture holders
to convert their debt and accrued interest to equity in the Company. The
offer which was accepted by all of the existing debenture holders permits
the conversion of debt into shares of the Company's common stock at $.375
per share. Interest on the debentures continues to accrue at 12% per annum
until the filing of a registration statement is completed.
4
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
NOTE 4 COMMITMENTS AND CONTINGENCIES
On January 1, 1998, the Company relocated its offices and entered into a
three year lease. The total lease payments for fiscal year 2000 will be
$66,600.
On June 22,1999, a customer filed a lawsuit demanding a claim for loss of
value or market share for $1,000,000 under the provision of a
distributorship contract that provides for arbitration on a material breach
of contract. The suit was amended by the customer on July 6, 1999. To date
the Company was never notified of a breach of contract for which the
Company has a period of time to remedy the breach under the terms of the
distributorship contract. The customer has breached the contract by failing
to pay for products, licensing fees and failing to provide the Company with
information on the number of updates needed for the units. The Company has
filed a counter claim for payment of the entire amount of the note for
product received by the customer and the outstanding accounts receivable
balance. Management believes that this matter will be resolved favorably
and will not have an adverse effect on its financial position.
There are no other legal proceedings which the Company believes will have a
material adverse effect on its financial position.
The Company has not declared dividends on Series A or B Convertible
Preferred Stock. The cumulative dividends in arrears through September 30,
1999, was approximately $88,000.
NOTE 5 COMMON STOCK
As of September 30, 1999, there are outstanding 5,144,210 of non-public
warrants to purchase the Company's common stock at prices ranging from
$0.10 to $12.50 with a weighted average price of $0.66 per share.
As of September 30, 1999, there were 501,582 shares of various classes of
Convertible Preferred Stock outstanding which can be converted to 840,833
shares of common stock.
As of September 30, 1999, there were $485,000 of secured debentures which
can be converted into 485,000 shares of the Company's common stock and
$235,000 of short-term borrowings which can be converted into 685,000
shares of the Company's common stock.
The total number of shares of the Company's common stock that would have
been issuable upon conversion of the outstanding debt, warrants and
preferred stock equaled 7,155,043 shares as of September 30, 1999, and
would be in addition to the 5,970,607 shares of common stock outstanding as
of September 30, 1999.
During the three months ended September 30, 1999, the Company issued 1,688
shares its Common Stock as a result of the conversion of 4,228 shares of
Series C Convertible Preferred Stock.
During the three months ended September 30, 1999, the Company issued
424,000 shares of its common stock to consultants for services valued at
$424,000.
During August, the Company issued 166,730 shares of its common stock in
lieu of cash to settle $62,398 of accounts payable.
On July 15, 1999, the Company issued 90,000 shares of its stock in
connection with the exercise of warrants.
5
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
NOTE 6 PREFERRED STOCK
The Company has authorized 10,000,000 shares of $.001 par value per share
Preferred Stock, of which the following were issued and outstanding:
Outstanding
-----------------------------------
Allocated September 30, 1999 June 30, 1999
--------- ------------------ -------------
Series A Preferred 100,000 23,000 23,000
Series B Preferred 200,000 3,500 3,500
Series C Preferred 1,000,000 13,442 17,670
Series D Preferred 375,000 375,000 --
Series E Preferred 1,000,000 -- --
Series P Preferred 600,000 86,640 86,640
--------- --------- ---------
Total Preferred Stock 3,325,000 501,582 130,810
========= ========= =========
The Company's Series A Convertible 5% Preferred Stock ("Series A
Preferred"), 100,000 shares authorized, is convertible into common stock at
the rate of 1.6 shares of common stock for each share of the Series A
Preferred. Dividends from date of issue are payable from retained earnings,
and have been accumulated on June 30 each year, but have not been declared
or paid.
The Company's Series B Convertible 8% Preferred Stock ("Series B
Preferred") is convertible at the rate of 4 shares of common stock for each
share of Series B Preferred. Dividends from date of issue are payable on
June 30 from retained earnings at the rate of 8% per annum and have not
been declared or paid.
The Company's Series C Convertible Preferred Stock ("Series C Preferred")
is convertible at a rate of 0.4 shares of common stock per share of Series
C Preferred.
The Company's Series D Convertible Preferred Stock ("Series D Preferred")
is convertible at a rate of 2 shares of common stock per share of Series D
Preferred.
The Company's Series E Convertible Preferred Stock ("Series E Preferred")
is convertible at a rate of 1 shares of common stock per share of Series E
Preferred. Series E Preferred has been approved for future raising of
operating funds (see Note 8).
The Company's Series P Convertible Preferred Stock ("Series P Preferred")
is convertible at a rate of 0.4 shares of common stock for each share of
Series P Preferred.
The Company's Series A Preferred, Series B Preferred and Series D Preferred
were issued for the purpose of raising operating funds. The Series C
Preferred was issued to certain holders of the Company's 10% Secured Notes
in lieu of accrued interest and also will be held for future investment
purposes.
The Series P Preferred was issued on September 12, 1995, to InfoPak
shareholders in exchange for (1) all of the outstanding capital stock of
InfoPak, (2) as signing bonuses for certain employees and a consultant of
InfoPak, and (3) to satisfy InfoPak's outstanding debt obligations to
certain shareholders.
6
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
Shares of Series B Preferred were issued to holders of warrants to purchase
such preferred stock. The funding for the exercise of these warrants was
the exchange of $1,907,000 of principal amount of secured and unsecured
notes.
Shares of Series C Preferred were also issued in exchange for $262,750 of
interest due under the secured and unsecured notes.
NOTE 7 INCOME TAXES
There was no provision for current income taxes for the three months ended
September 30, 1999 and 1998.
The federal net operating loss carry forwards of approximately $17,632,000
expire in varying amounts through 2019. In addition the Company has state
carryforwards of approximately $2,358,000.
The Company has had numerous transactions in its common stock. Such
transactions may have resulted in a change in the Company's ownership, as
defined in the Internal Revenue Code Section 382. Such change may result in
an annual limitation on the amount of the Company's taxable income which
may be offset with its net operating loss carry forwards. The Company has
not evaluated the impact of Section 382, if any, on its ability to utilize
its net operating loss carry forwards in future years.
NOTE 8 EVENTS SUBSEQUENT TO SEPTEMBER 30, 1999
The Company has received $665,000 in subscriptions for its Series E
Convertible Preferred Stock which is convertible into one share of common
stock for each shares of Series E Preferred. As of November 10, 1999,
$620,000 has been released to the Company. Up to $1,000,000 may be
subscribed according to the terms of the subscription documents.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The net loss for the quarter ended September 30, 1999, was $241,541
compared to a net loss of $182,760 for the quarter ended September 30,
1998. The loss before other income and expenses for the quarter ended
September 30, 1999, was $174,869 on a gross profit of $46,168 compared to a
loss before other income and expenses for the quarter ended September 30,
1998, of $181,185 on a gross profit of $59,082. Approximately $43,958 of
general and administrative expenses for the quarter ended September 30,
1999, were for consulting services and were paid using the Company's common
stock. These expenses comprise the majority of the difference between the
general and administrative expenses for the quarters ended September 30,
1999 and 1998. Additionally, approximately $42,637 in interest expense for
the quarter ended September 30, 1999, is attributable to the amortization
of the discounted value of the debentures. These two non-cash items
significantly comprise the difference in the net loss for the quarters
ended September 30, 1999 and 1998.
Revenues for the quarter ended September 30, 1999, were $129,597 compared
to revenues of $191,089 for the quarter ended September 30, 1998. Although
sales of the Company's print products were similar in the respective
quarters, revenue from the InfoPak, Inc. subsidiary was down approximately
$45,000. Revenue from InfoPak for the quarter ended September 30, 1999, was
approximately $19,700. Management expects that the InfoPak revenue will
continue to diminish as the Company continues to focus on its print
products. The majority of sales of the Company's print products for the
quarter ended September 30, 1999, were to original equipment manufacturers
(OEMs) who have a tendency to reorder product on an on-going basis. For the
quarter ended September 30, 1998, most of the sales were to
advertising/design firms. The Company plans to continue to direct its
marketing efforts towards OEMs.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999, the Company had a working capital deficiency of
$290,828, compared with a working capital surplus of $12,451 as of
September 30, 1998. During the three months ended September 30, 1999, the
Company raised $375,000 net of offering costs of $37,500 through the sale
of its Series D Preferred (see Note 6).
The Company expects to raise an additional $700,000 through the sale of its
Series E Preferred Stock. There can be no assurances that the Company can
obtain these funds; however, the Company has already received subscriptions
agreements for approximately $665,000. As of November 10, 1999, the Company
has received $620,000.
The Company extended an offer to the debenture holders and certain
creditors to convert their debt to equity in the Company. The offer which
expired on October 15, 1999 permitted the conversion of debt into shares of
the Company's common stock at $.375 per share. As of September 30, 1999,
the entire outstanding balance of $720,000 of debentures and $60,748 of
accounts payable will be converted to 2,081,995 shares of the Company's
common stock. Interest on the debentures continues to accrue at 12% per
annum until the filing of a registration statement is completed.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded
to accept only two-digit entries in the date code field. These date code
fields will need to accept four-digit entries to distinguish 21st century
dates from 20th century dates. This problem could result in system failures
or miscalculations causing disruptions of business operations. As a result,
computer systems and/or software used by many companies may need to be
upgraded to comply with such "Year 2000" requirements. Significant
uncertainty exists in the software industry concerning the potential
effects associated with such compliance.
The Company believes its key internal software systems are either
compliant, the vendors claim compliance, or the problems can be corrected
by purchasing small amounts of hardware, software or software upgrades,
where necessary. Based on its assessments and current knowledge, the
Company believes it will not, as a result of the Year 2000 issue,
experience any material disruptions in internal processes, information
processing or services from outside relationships. The Company presently
believes that the Year 2000 issue will not pose significant operational
problems and the Company will be able to manage its total Year 2000
transition without any material effect on the Company's results of
operations or financial condition.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Incorporated by reference from registrant's latest report on Form 10-KSB.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 25, 1999, the Company designated 375,000 shares of its preferred
stock as Series D Preferred Stock and 1,000,000 shares of its preferred
stock as Series E Preferred Stock.
The Series D Preferred Stock has a liquidation preference over the
Company's common stock at a rate per each whole share of Series D Preferred
Stock equal to $1.00. Each share of Series D Preferred Stock is convertible
into two shares of the Company's Common Stock at any time after the date of
issuance. The Series D Preferred Stock has piggyback registration rights to
any registration statement filed by the Company with the SEC in the future.
At the option of the Board of Directors, the Company may call (buy back)
the shares of Series D Preferred Stock in whole or in part, at any time and
at the option of the Board of Directors of the Company, continuing until
all shares have been retired, at a rate of $1.00 per share of Series D
Preferred Stock. The Company shall provide investors with twenty days'
written notice of any call and Investors may convert their Shares prior to
the date of the call. At the option of the Board of Directors, the Company
may call (buy back) the shares of Series D Preferred Stock in whole or in
part, at any time and at the option of the Board of Directors of the
Company, continuing until all shares have been retired, at a rate of $1.00
per share of Series D Preferred Stock. The Company shall provide investors
with twenty days' written notice of any call and Investors may convert
their Shares prior to the date of the call.
On September 1, 1999, the Company completed a private placement (the
"Series D Private Placement") of 375,000 units of its securities (the
"Units"), each consisting of one share of Series D Preferred Stock of the
Company and one warrant, exercisable at $0.25 and expiring 120 days after
the date of effectiveness of a registration statement of the Company, at
$1.00 per Unit. The Series D Private Placement was exempt from the
registration provisions of the Securities Act of 1033, as amended (the
"Act") by virtue of Section 4(2) of the Act, as transactions by an issuer
not involving any public offering. The securities issued pursuant to the
Series D Private Placement were restricted securities as defined in Rule
144 of the Act. The offering generated net proceeds of approximately
$357,500. All investors in the Series D Private Placement were accredited
investors as that term is defined in Rule 501 of Regulation D adopted under
the Act.
The Series E Preferred Stock has a preference over the Company's common
stock at a rate per each whole share of Series E Preferred Stock equal to
$1.00. Each share of Series E Preferred Stock is convertible into one share
of the Company's Common Stock at any time after the date of issuance. The
Series E Preferred Stock has piggyback registration rights to any
registration statement filed by the Company with the SEC in the future. At
the option of the Board of Directors, the Company may call (buy back) the
shares of Series E Preferred Stock in whole or in part, at any time and at
the option of the Board of Directors of the Company, continuing until all
shares have been retired, at a rate of $1.00 per share of Series E
Preferred Stock. The Company shall provide investors with twenty days'
written notice of any call and Investors may convert their Shares prior to
the date of the call.
The Company is currently offering a private placement (the "Series E
Private Placement") of a maximum of 1,000,000 units of its securities, each
unit consisting of one share of Series E Preferred Stock of the Company and
one warrant, exercisable at $0.50 and expiring 120 days after the date of
effectiveness of a registration statement of the Company, at $1.00 per
Unit. The Series E Private Placement is exempt from the registration
9
<PAGE>
provisions of the Act by virtue of Section 4(2) of the Act, as transactions
by an issuer not involving any public offering. The securities issued
pursuant to the Series E Private Placement are restricted securities as
defined in Rule 144 of the Act. The Company has received $665,000 in
subscriptions for its Series E Convertible Preferred Stock. As of November
10, 1999, $620,000 has been released to the Company. All investors in the
Series E Private Placement are accredited investors as that term is defined
in Rule 501 of Regulation D adopted under the Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
On July 31, 1999, the Company failed to make an interest payment to the
holders of the Series A 12% convertible secured debentures. Interest is
accrued and payable of July 31 of each year. The total arrearage owed by
the Company is $58,430. All of the debenture holders have agreed to convert
the full value of their debentures and any interest into shares of the
Company's common stock at $0.375 per share.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a) The following Exhibits are filed herein:
27.1 Financial Data Schedule
(b) Reports on Form 8-K filed:
The Company filed a current report on Form 8-K dated September 13,
1999, with the Securities and Exchange Commission reporting that the
Company completed a private placement of 375,000 shares of its Series
D Convertible Preferred Stock.
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, duly authorized.
DIMENSIONAL VISIONS INCORPORATED
DATED: November 10, 1999 By: /s/ John D. McPhilimy
------------------------------------------
John D. McPhilimy, Chairman, President
and Chief Executive Officer
10
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<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
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0
953,520
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<CHANGES> 0
<NET-INCOME> (241,542)
<EPS-BASIC> (.04)
<EPS-DILUTED> 0
</TABLE>
