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 March 31, 2000
--------------
[ ] 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 West Dunlap Avenue, 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 March 31, 2000, the number of shares of Common Stock issued and
outstanding was 6,202,622.
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 - March 31, 2000
and June 30, 1999 2
Condensed Consolidated Statement of Operations - For the three
and nine months ended March 31, 2000 and 1999 3
Condensed Consolidated Statement of Cash Flows - For the nine
months ended March 31, 2000 and 1999 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
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 11
SIGNATURES 12
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and stockholders,
We have reviewed the accompanying condensed consolidated balance sheet of
Dimensional Visions, Incorporated, Phoenix, AZ as of March 31, 2000, and the
related statements of operations and cash flows for the nine months and three
months periods then ended. These financial statements are the responsibility of
the management of the Company.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying March 31, 2000 condensed consolidated financial
statements for them to be in conformity with generally accepted accounting
principles.
Gitomer & Berenholz, P.C.
Certified Public Accountants
Huntingdon Valley, Pennslyvania
May 15, 2000
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 2000 June 30, 1999
-------------- -------------
(Unaudited)
Current assets
Cash $ 450,205 $ 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 $11,833 254,263 78,068
Inventory 2,128 6,900
Prepaid expenses 7,368 17,896
------------ ------------
Total current assets 755,627 164,546
------------ ------------
Equipment
Equipment 489,171 401,678
Furniture and fixtures 50,162 50,162
------------ ------------
539,333 451,840
Less accumulated depreciation 308,768 279,681
------------ ------------
230,565 172,159
------------ ------------
Other assets
Deferred costs 15,859 24,779
Patent rights and other assets 32,645 35,701
------------ ------------
48,504 60,480
------------ ------------
Total assets $ 1,034,696 $ 397,185
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Short-term borrowings $ 235,000 $ 213,767
Current portion of obligations under
capital leases 48,810 20,552
Accounts payable, accrued expenses and
other liabilities 473,868 534,173
------------ ------------
Total current liabilities 757,678 768,492
Long-term debt 345,928 268,215
Obligations under capital leases, net of
current portion 101,920 82,033
------------ ------------
Total liabilities 1,205,526 1,118,740
------------ ------------
Commitments and contingencies -- --
Stockholders' deficiency
Preferred stock - $.001 par value,
authorized 10,000,000 shares; issued and
outstanding - 1,169,044 shares at March 31,
2000, and 130,810 shares at June 30, 1999 1,169 131
Additional paid-in capital 1,494,971 658,170
------------ ------------
1,496,140 658,301
Common stock - $.001 par value, authorized
100,000,000 shares; issued and outstanding
6,202,622 shares at March 31, 2000 and
5,138,192 shares at June 30, 1999 6,203 5,138
Additional paid-in capital 20,139,146 19,556,402
Deficit (21,542,207) (20,807,608)
------------ ------------
Total stockholders' equity (deficiency) before
deferred consulting contracts 99,282 (587,767)
Deferred consulting contracts (270,112) (133,788)
------------ ------------
Total stockholders' deficiency (170,830) (721,555)
------------ ------------
Total liabilities and stockholders' deficiency $ 1,034,696 $ 397,185
============ ============
See notes to condensed consolidated financial statements.
(2)
<PAGE>
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31
--------------------------- ---------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenue $ 325,208 $ 28,531 625,626 $ 438,932
Cost of sales 212,281 22,748 405,542 275,052
----------- ----------- ----------- -----------
Gross profit 112,927 5,783 220,084 163,880
----------- ----------- ----------- -----------
Operating expenses
Engineering and development costs 62,151 39,305 139,735 114,199
Marketing expenses 27,816 73,699 53,497 242,671
General and administrative expenses 250,468 152,311 602,100 494,078
----------- ----------- ----------- -----------
Total operating expenses 340,435 265,315 795,332 850,948
----------- ----------- ----------- -----------
Loss before other income (expenses) (227,508) (259,532) (575,248) (687,068)
----------- ----------- ----------- -----------
Other income (expenses)
Interest expense (49,320) (18,925) (169,517) (48,634)
Interest income 5,082 10,726 10,166 32,024
Loss on default of note receivable -- (372,030) -- (372,030)
----------- ----------- ----------- -----------
(44,238) (380,229) (159,351) (388,640)
----------- ----------- ----------- -----------
Net loss $ (271,746) $ (639,761) $ (734,598) $(1,075,708)
=========== =========== =========== ===========
Net loss per share of common stock $ (.04) $ (.17) $ (.12) $ (.30)
=========== =========== =========== ===========
Weighted average shares of common
stock outstanding 6,125,877 3,661,478 5,880,938 3,631,670
=========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
(3)
<PAGE>
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended March 31,
---------------------------
2000 1999
----------- -----------
Cash flows from operating activities
Net loss $ (734,598) $(1,075,708)
Total adjustments to reconcile net loss
to net cash used in operating activities 156,132 733,535
----------- -----------
Net cash used in operating activities (578,466) (342,173)
----------- -----------
Cash flows from investing activities
Proceeds from payments on notes receivable -- 17,428
Purchase of furniture and equipment (1,071) (58,758)
----------- -----------
Net cash used in investing activities (1,071) (41,330)
----------- -----------
Cash flows from financing activities
Payment of obligations under capital lease (38,277) (7,597)
Payment of debt obligations -- (75,000)
Proceeds from issuance of debt net of
deferred financing costs of $34,400 -- 450,600
Repayment of short-term borrowing -- 2,140
Proceeds from exercise of warrants 42,500 --
Sale of preferred stock, net of offering
costs of $94,500 955,500 --
Reduction in deferred consulting fee 30,000 --
Offering commissions paid by stock 20,000 --
----------- -----------
Net cash provided by financing activities 1,009,723 370,143
----------- -----------
Net increase in cash 430,186 (13,360)
Cash, beginning 20,019 15,910
----------- -----------
Cash, ending $ 450,205 $ 2,550
=========== ===========
Supplemental disclosure of cash
flow information:
Cash paid during the period for interest $ 7,152 $ 25,524
=========== ===========
Supplemental disclosure of non-cash investing and financing activities:
During the quarter ended March 31, 2000, 15 shares of the Company's Common Stock
were issued as a result of the conversion of 38 shares of Series C Convertible
Preferred Stock valued at $380.
During the quarter ended March 31, 2000, 12,000 shares of the Company's Common
Stock were issued as a result of the conversion of 7,500 shares of Series A
Convertible Preferred Stock valued at $75,000.
During the quarter 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 544,000 shares of its common stock to consultants for
services valued at $341,250.
The Company issued 166,730 shares of its common stock in lieu of cash to settle
$62,398 of accounts payable.
The Company issued 40,000 shares of its common stock in lieu of cash to settle
$20,000 in commissions from the Series D Preferred Stock offering.
See notes to condensed consolidated financial statements.
(4)
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2000
(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 financial
statements as of and for the period ended March 31, 2000 and 1999 are
unaudited. The financial statements for the period ended March 31, 2000
have been reviewed by an independent public accountant pursuant to rule
10-01(d) of regulation S-X and following applicable standards for
conducting such reviews, and the report of the accountant is included as
part of this filing. 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
March 31, 2000 June 30,1999
-------------- ------------
Accounts payable $303,697 $403,837
Accrued expenses
Interest 128,978 61,465
Salaries 33,056 63,159
Payroll Taxes Payable 8,137 5,712
----- -----
Total $473,868 $534,173
======== ========
NOTE 3 SHORT-TERM BORROWINGS
As of March 31, 2000, the short-term borrowings of $235,000 and related
accrued interest is in default. The Company failed to pay the principal and
interest payment on the notes. However, the Company extended an offer to
the holders of the short-term notes to convert their debt and accrued
interest to equity in the Company. The offer which was accepted by all of
the existing note holders permits the conversion of debt into shares of the
Company's common stock at $.375 per share. Interest on the short-term
borrowings continues to accrue at 12% per annum until the registration
statement becomes effective.
NOTE 4 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 March 31, 2000, 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.
(5)
<PAGE>
NOTE 4 LONG-TERM DEBT (CONTINUED)
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. For
the nine months ended March 31, 2000, additional interest expense of
$77,713 was recorded and the remaining unamortized discount was $139,072.
As of March 31, 2000, the discounted value of the debentures was $345,928.
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 continued to accrue at 12% per annum
through January 31, 2000, the approximate filing date of the Company's
registration statement.
NOTE 5 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
$72,271.
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 March 31,
2000, was approximately $88,000.
NOTE 6 COMMON STOCK
As of March 31, 2000, there are outstanding 7,052,210 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 $0.57 per share.
As of March 31, 2000, there were 1,169,044 shares of various classes of
Convertible Preferred Stock outstanding which can be converted to 1,503,818
shares of common stock.
As of March 31, 2000, 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 9,726,028 shares as of March 31, 2000, and would be
in addition to the 6,202,622 shares of common stock outstanding as of March
31, 2000.
(6)
<PAGE>
NOTE 6 COMMON STOCK (CONTINUED)
During the nine months ended March 31, 2000, the Company issued 1,703
shares its Common Stock as a result of the conversion of 4,266 shares of
Series C Convertible Preferred Stock.
During February 2000, the Company issued 12,000 shares its Common Stock as
a result of the conversion of 7,500 shares of Series A Convertible
Preferred Stock.
During the nine months ended March 31, 2000, the Company issued 544,000
shares of its common stock to consultants for services valued at $341,250.
The Company issued 40,000 shares of its common stock in lieu of cash to
settle $20,000 in commissions from the Series D Preferred Stock offering.
During August 1999, the Company issued 166,730 shares of its common stock
in lieu of cash to settle $62,398 of accounts payable.
During the nine months ended March 31, 2000, the Company issued 300,000
shares of its stock in connection with the exercise of warrants.
NOTE 7 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:
Allocated Outstanding
--------- --------------------------------
March 31, 2000 June 30, 1999
-------------- -------------
Series A Preferred 100,000 15,500 23,000
Series B Preferred 200,000 3,500 3,500
Series C Preferred 1,000,000 13,404 17,670
Series D Preferred 375,000 375,000 --
Series E Preferred 1,000,000 675,000 --
Series P Preferred 600,000 86,640 86,640
--------- --------- -------
Total Preferred Stock 3,325,000 1,169,044 130,810
========= ========= =======
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 share of common stock per share of Series E
Preferred.
(7)
<PAGE>
NOTE 7 PREFERRED STOCK (CONTINUED)
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 and Series B 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.
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.
The Company raised $375,000 net of offering costs of $37,500 through this
issuance of 375,000 shares of its Series D Preferred. These shares were
issued for the purpose of raising operating funds.
The Company raised $675,000 net of offering costs of $57,000 through this
issuance of 675,000 shares of its Series E Preferred. These shares were
issued for the purpose of raising operating funds.
NOTE 8 INCOME TAXES
There was no provision for current income taxes for the nine months ended
March 31, 2000 and 1999.
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.
(8)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
RESULTS OF OPERATIONS
The net loss for the quarter ended March 31, 2000, was $271,746 compared to
a net loss of $639,761 for the quarter ended March 31, 1999. The loss
before other income and expenses for the quarter ended March 31, 2000, was
$227,508 compared to a loss before other income and expenses for the
quarter ended March 31, 1999, of $259,532. Approximately $89,093 of
administrative expenses were attributable to the amortization of consulting
services that were paid using the Company's common stock. Additionally,
$49,267 of interest expense, which includes the amortization of the
discounted value of the debentures, will be converted into the Company's
common stock upon the effectiveness of a registration statement by the
Company.
Revenue for the quarter ended March 31, 2000, was $325,208 compared to
revenue of $28,531 for the quarter ended March 31, 1999. Sales of the
Company's print products for the quarter ended March 31, 2000, increased
approximately $300,000 over the similar period a year earlier. Management
attributes this significant increase in sales to solidification of
relationships with clients who place substantial repeat orders on a regular
basis. Additionally, in the similar quarter 1999, there was insufficient
operating capital to secure new business.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had a working capital deficiency of
$2,051, compared with a working capital deficiency of $560,472 as of March
31, 1999. Net accounts receivable for the quarter ended March 31, 2000 was
$254,263. This is an increase of $225,771 over the similar period ended
March 31, 1999. Furthermore, accounts payable decreased by $189,374 from
$504,095 for the quarter ended March 31, 1999 to $314,721 for the quarter
ended March 31, 2000.
On February 14, 2000, the Company filed its initial Form SB-2 Registration
Statement with the Securities and Exchange Commission (SEC). Upon the
effective date of this registration, 12,042,474 shares of restricted common
stock and common stock underlying outstanding warrants, preferred stock and
debts securities will become registered for sale on the public market.
Additionally, the existing debt and associated interest reflected on the
March 31, 2000, balance sheet will be converted to equity. The pro forma
effect of this change on the March 31, 2000, balance sheet would have
reduced current liabilities by $363,978 to $393,700 increasing the working
capital surplus to $361,927.
NINE MONTHS ENDED MARCH 31, 2000 AND 1999
RESULTS OF OPERATIONS
The net loss for the nine months ended March 31, 2000, was $734,598
compared to a net loss of $1,075,708 for the nine months ended March 31,
1999. The loss before other income and expenses decreased by approximately
$112,000 for the nine months ended March 31, 2000, to $575,248 from
$687,068 for the nine months ended March 31, 1999.
Revenue for the nine months ended March 31, 2000, was $625,626 compared to
revenue of $438,932 for the nine months ended March 31, 1999. Sales of the
Company's print products increased by approximately $275,000 for the period
ended March 31, 2000 over the similar period ended March 31, 1999. The
revenue generated by InfoPak revenue decreased by approximately $88,000.
(9)
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
With the completion of the Series D Preferred and Series E Preferred
private placements there is approximately $450,000 in available cash as of
March 31, 2000, and accounts receivable have increased by over $175,000
from the fiscal year ended June 30, 1999. These funds will be used in
fiscal years 2000 and 2001 as operating capital and for sales and promotion
expenses.
The Company extended an offer to its 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. Additionally, certain
accounts payable were offered the opportunity to convert their receivables
into shares of Dimensional Visions' common stock at $.375 per share. As of
March 31, 2000, the entire outstanding balance of $720,000 of debentures
and $62,398 of accounts payable have chosen to convert. The $62,398 of
accounts payable have already been converted to common stock. As of March
31, 2000, a total of 2,601,021 shares of the Company's common stock would
have been issued to convert the accounts payable and the debentures
including accrued interest.
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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to its Definitive Proxy Statement filed with the SEC on
December 16, 1999, the Company held an annual meeting of shareholders
on January 28, 2000. John D McPhilimy, Bruce D. Sandig, Roy D. Pringle
and Susan A. Gunther were elected as Directors of the Corporation for
a term of one year and until their successors are duly elected and
qualified. A total of 6,025,607 shares were able to vote at this
meeting. Each Director received 4,685,714 votes for and 22,920 votes
withheld. A proposal to approve the 1999 Stock Option Plan (1999
Plan), which reserves 1,500,000 shares of the Company's common stock
to be issued to officers and other key employees, was approved. Shares
voting for the 1999 Plan totaled 1,622,067; votes against, 80,889;
abstentions, 270,219. A second proposal to ratify the appointment of
Gitomer & Berenholz, P.C. as the Company's independent auditors for
fiscal 2000 passed with 4,663,597 votes for, 21,367 votes against, and
23,670 abstentions.
ITEM 5. OTHER INFORMATION
None
(10)
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
1. The following Exhibits are
filed herein: 27.1 Financial Data Schedule
2. Reports on Form 8-K filed: The company filed a current
report on Form 8-K dated
January 20, 2000, with the
Securities and Exchange
Commission reporting that the
Company completed a private
placement of 675,000 shares of
its Series E Convertible
Preferred Stock.
(11)
<PAGE>
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: May 12, 2000 By: /s/ John D. McPhilimy
------------------------------------
John D. McPhilimy, Chairman,
President and Chief Executive Officer
(12)
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-31-1999
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 450,205
<SECURITIES> 0
<RECEIVABLES> 349,259
<ALLOWANCES> 53,333
<INVENTORY> 2,128
<CURRENT-ASSETS> 755,627
<PP&E> 539,333
<DEPRECIATION> 308,768
<TOTAL-ASSETS> 1,034,696
<CURRENT-LIABILITIES> 757,678
<BONDS> 0
0
1,496,140
<COMMON> 6,203
<OTHER-SE> (1,673,173)
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<TOTAL-REVENUES> 625,626
<CGS> 405,542
<TOTAL-COSTS> 405,542
<OTHER-EXPENSES> 795,332
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 169,517
<INCOME-PRETAX> (734,598)
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (734,598)
<EPS-BASIC> (0.12)
<EPS-DILUTED> 0
</TABLE>
