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 December 31, 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 December 31, 1999, the number of shares of Common Stock issued and
outstanding was 6,025,607.
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 - December 31, 1999
and June 30, 1999 1
Condensed Consolidated Statement of Operations - For the three
and six months ended December 31, 1999 and 1998 2
Condensed Consolidated Statement of Cash Flows - For the six
months ended December 31, 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 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
ASSETS
December 31, June 30,
1999 1999
---- ----
(Unaudited)
Current assets
Cash $ 573,802 $ 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 $11,833 186,979 78,068
Inventory 2,128 6,900
Prepaid expenses 9,648 17,896
------------ ------------
Total current assets 814,220 164,546
------------ ------------
Equipment
Equipment 401,678 401,678
Furniture and fixtures 50,162 50,162
------------ ------------
451,840 451,840
Less accumulated depreciation 297,500 279,681
------------ ------------
154,340 172,159
------------ ------------
Other assets
Deferred costs 246,788 158,567
Patent rights and other assets 33,719 35,701
------------ ------------
280,507 194,268
------------ ------------
Total assets $ 1,249,067 $ 530,973
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Short-term borrowings $ 235,000 $ 213,767
Current portion of obligations under capital
leases 22,638 20,552
Accounts payable, accrued expenses and other
liabilities 380,159 534,173
------------ ------------
Total current liabilities 637,797 768,492
Long-term debt 320,023 268,215
Obligations under capital leases, net of current
portion 70,168 82,033
------------ ------------
Total liabilities 1,027,988 1,118,740
------------ ------------
Commitments and contingencies -- --
Stockholders' equity (deficiency)
Preferred stock - $.001 par value, authorized
10,000,000 shares; issued and outstanding -
1,176,582 shares at December 31, 1999, and
130,810 shares at June 30, 1999 1,177 131
Additional paid-in capital 1,570,344 658,170
------------ ------------
1,571,521 658,301
Common stock - $.001 par value, authorized
100,000,000 shares; issued and outstanding
6,025,607 shares at December 31, 1999 and
5,138,192 shares at June 30, 1999 6,026 5,138
Additional paid-in capital 19,910,192 19,556,402
Deficit (21,266,660) (20,807,608)
------------ ------------
Total stockholders' equity (deficiency) 221,079 (587,767)
------------ ------------
Total liabilities and stockholders' equity
(deficiency) $ 1,249,067 $ 530,973
============ ============
See notes to condensed consolidated financial statements.
1
<PAGE>
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31
-------------------------- --------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating revenue $ 170,821 $ 219,311 $ 300,418 $ 410,400
Cost of sales 112,757 152,279 193,261 245,561
----------- ----------- ----------- -----------
Gross profit 58,064 67,032 107,157 164,839
----------- ----------- ----------- -----------
Operating expenses
Engineering and development costs 47,317 47,808 77,152 97,085
Marketing expenses 14,520 115,376 25,367 168,324
General and administrative expenses 168,241 180,846 348,577 318,888
----------- ----------- ----------- -----------
Total operating expenses 230,078 344,030 451,096 584,297
----------- ----------- ----------- -----------
Loss before other income (expenses) (172,014) (238,273) (343,939) (419,458)
----------- ----------- ----------- -----------
Other income (expenses)
Interest expense (53,505) (17,074) (120,196) (29,420)
Interest income 5,084 10,527 5,084 21,298
----------- ----------- ----------- -----------
(48,421) (6,547) (115,112) (8,122)
----------- ----------- ----------- -----------
Net loss $ (220,435) $ (244,820) $ (459,051) $ (427,580)
=========== =========== =========== ===========
Net loss per share of common stock $ (.04) $ (.07) $ (.08) $ (.12)
=========== =========== =========== ===========
Weighted average shares of common
stock outstanding 6,004,181 3,622,049 5,759,686 3,617,089
=========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended December 31,
-----------------------------
1999 1998
--------- ---------
Cash flows from operating activities
Net loss $(459,051) $(427,580)
Total adjustments to reconcile net loss
to net cash used in operating activities 29,115 131,974
--------- ---------
Net cash used in operating activities (429,936) (295,606)
--------- ---------
Cash flows from investing activities
Proceeds from payments on notes receivable -- 17,428
Purchase of furniture and equipment -- (58,800)
--------- ---------
Net cash used in investing activities -- (41,372)
--------- ---------
Cash flows from financing activities
Payment of obligations under capital lease (9,780) (3,469)
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 -- (15,133)
Proceeds from exercise of warrants 40,000 --
Sale of preferred stock, net of offering costs
of $94,500 955,500 --
--------- ---------
Net cash provided by financing activities 985,720 356,998
--------- ---------
Net increase in cash 555,784 20,020
Cash, beginning 18,018 15,910
--------- ---------
Cash, ending $ 573,802 $ 35,930
========= =========
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 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 434,000 shares of its common stock to consultants for
services valued at $210,000.
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
SIX MONTHS ENDED DECEMBER 31, 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
December 31, 1999 June 30,1999
----------------- ------------
Accounts payable $206,355 $403,837
Accrued expenses
Interest 105,615 61,465
Salaries 42,875 63,159
Payroll Taxes Payable 5,314 5,712
-------- --------
Total $360,159 $534,173
======== ========
NOTE 3 SHORT-TERM BORROWINGS
As of December 31, 1999, 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 filing of a
registration statement is completed.
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 December 31, 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. For
the six months ended December 31, 1999, additional interest expense of
$51,808 was recorded and the remaining unamortized discount was $164,977.
4
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
NOTE 4 LONG-TERM DEBT (CONTINUED)
As of December 31, 1999, the discounted value of the debentures was
$320,023.
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.
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
$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 December 31,
1999, was approximately $88,000.
NOTE 6 COMMON STOCK
As of December 31, 1999, there are outstanding 5,817,210 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 $0.63 per share.
As of December 31, 1999, there were 1,176,582 shares of various classes of
Convertible Preferred Stock outstanding which can be converted to 1,515,833
shares of common stock.
As of December 31, 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 8,503,043 shares as of December 31, 1999, and would
be in addition to the 6,025,607 shares of common stock outstanding as of
December 31, 1999.
5
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
NOTE 6 COMMON STOCK (CONTINUED)
During August and September 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 six months ended December 31, 1999, the Company issued 434,000
shares of its common stock to consultants for services valued at $210,000.
During August 1999, 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.
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
--------- -----------
December 31, 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 1,000,000 675,000 --
Series P Preferred 600,000 86,640 86,640
------- ------ ------
Total Preferred Stock 3,325,000 1,176,582 130,810
========= ========= =======
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 share of common stock per share of Series E
Preferred.
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.
6
<PAGE>
DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
NOTE 7 PREFERRED STOCK (CONTINUED)
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 six months ended
December 31, 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.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
RESULTS OF OPERATIONS
The net loss for the quarter ended December 31, 1999, was $220,435 compared
to a net loss of $244,820 for the quarter ended December 31, 1998. The loss
before other income and expenses for the quarter ended December 31, 1999,
was $172,014 compared to a loss before other income and expenses for the
quarter ended December 31, 1998, of $238,273. Approximately $46,875 of
administrative expenses were for consulting services and were paid using
the Company's common stock. Additionally, $30,404 of the interest expense
is comprised of the amortization of the discounted value of the debentures
and $23,018 will be converted into the Company's common stock upon the
effectiveness of a registration statement by the Company.
Revenue for the quarter ended December 31, 1999, was $170,821 compared to
revenue of $219,311 for the quarter ended December 31, 1998. Sales of the
Company's print products for the quarter ended December 31, 1999, was
approximately $7,000 less than the similar period a year earlier. The
further reduction in revenue was the result of the continued diminished
effect of the Company's subsidiary, InfoPak, on the Company's earnings.
Timing also contributed to the slight decline in revenue. Approximately
$79,000 in sales was produced and shipped during the first two weeks in
January 2000.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999, the Company had a working capital surplus of
$176,423, compared with a working capital deficiency of $161,400 as of
December 31, 1998. During the three months ended December 31, 1999, the
Company raised $675,000 net of offering costs of $57,000 through the
private sale of its Series E Preferred Stock (see Note 6). The funds raised
in the private offering are responsible for the majority of the change in
working capital compared to the same period last year.
SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
RESULTS OF OPERATIONS
The net loss for the six months ended December 31, 1999, was $459,051
compared to a net loss of $427,580 for the six months ended December 31,
1998. The Company would have reported an improved six months ended December
31, 1999, compared to the similar period ended December 31, 1998, if the
net loss were reduced by the $73,042 attributable to the amortization of
the discounted value of the debentures and the $44,975 in interest expense
that will be converted to common stock upon the completion of the
registration statement. The loss before other income and expenses decreased
by over $75,000 for the six months ended December 31, 1999, to $343,939
from $419,458 for the six months ended December 31, 1998.
Revenue for the six months ended December 31, 1999, was $300,418 compared
to revenue of $410,400 for the six months ended December 31, 1998. Sales of
the Company's print products were similar for the periods ended December
31, 1999 and 1998. The contribution of InfoPak revenue decreased by
approximately $100,000. As stated above, the timing of some large orders at
the end of the year that did not deliver until early January 2000 would
have increased the revenue figure for the period ended December 31, 1999,
by approximately $79,000. In addition, a substantial amount of executive
time was spent on raising capital and improving the Company's balance
sheet.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently enjoying an improved liquidity position. With the
completion of the Series D Preferred and Series E Preferred private
placements there is over $570,000 in available cash as of December 31,
1999, and accounts receivable have increased by over $100,000 from the
fiscal year ended June 30, 1999.
8
<PAGE>
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. As of December 31, 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
The Company's business operations depend on a network of computer systems.
Many of the systems previously used a two digit date field to represent the
date and could not have distinguished the Year 1900 from the Year 2000
(commonly referred to as the Year 2000 problem). In addition, the fact that
the Year 2000 is a leap year could have created difficulties for some
systems. At this date, it appears that the operations of the Company have
not been materially adversely affected by any Year 2000 computer-related
problems. However, it is still possible that Year 2000 problems could
emerge. If the Company or one of its vendors develops problems related to
Year 2000 which have not shown up at this date, the operations of the
Company may be adversely affected.
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 1,000,000 shares of its
preferred stock as Series E Preferred Stock.
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.
On December 30, 1999, the Company completed a private placement (the
"Series E Private Placement") of 675,000 units of its securities (the
"Units"), 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 was exempt from the
registration provisions of the Securities Act of 1933, 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 E Private Placement were restricted securities as defined in Rule
144 of the Act. The offering generated net proceeds of approximately
$618,000. All investors in the Series E Private Placement were accredited
investors as that term is defined in Rule 501 of Regulation D adopted under
the Act.
9
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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:
1. The following Exhibits are filed herein:
27.1 Financial Data Schedule
2. Reports on Form 8-K filed:
None
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: January 27, 2000 By: /s/ John D. McPhilimy
-------------------------------------
John D. McPhilimy, Chairman
President and Chief Executive Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-31-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 573,802
<SECURITIES> 0
<RECEIVABLES> 281,975
<ALLOWANCES> 53,333
<INVENTORY> 2,128
<CURRENT-ASSETS> 814,220
<PP&E> 451,840
<DEPRECIATION> 297,500
<TOTAL-ASSETS> 1,249,067
<CURRENT-LIABILITIES> 637,797
<BONDS> 0
0
1,571,521
<COMMON> 6,026
<OTHER-SE> (1,356,468)
<TOTAL-LIABILITY-AND-EQUITY> 1,249,067
<SALES> 300,418
<TOTAL-REVENUES> 300,418
<CGS> 193,261
<TOTAL-COSTS> 193,261
<OTHER-EXPENSES> 451,096
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 120,196
<INCOME-PRETAX> (459,051)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (459,051)
<EPS-BASIC> (.08)
<EPS-DILUTED> 0
</TABLE>
