U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1996.
Transition report under Section 13 or 15(d) of the Exchange Act for the
transition period from _________ to _________
Commission file number: 33-27742
CASDIM INTERNATIONAL SYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 83-0288100
(State of Incorporation) (I.R.S. Employer Identification No.)
90 Park Avenue
New York, New York 10016
(Address of Principal Executive Offices)
(212) 984-1090
Fax: (212) 984-1070
(Issuer's Telephone Number, Including Area Code)
(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[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 1996, the Issuer had 13,634,000 shares of Common Stock, par
value $0.00001, outstanding.
Transitional Small Business Disclosure Format (check one): Yes[ ] No [ X ]
<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
INDEX
Page
Part I - Financial Information:
Item 1. Financial Statements.....................................3
Consolidated balance sheets at September 30, 1996
and December 31, 1995....................................3
Consolidated statements of income for the three and nine
months ended September 30, 1996 and 1995.................4
Consolidated statements of cash flows for the nine months
ended September 30, 1996 and 1995........................5
Notes to unaudited financial statements.........................6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................10
Part II - Other Information:
Item 4. Submission of Matters to a Vote of Shareholders.........14
Item 6. Exhibits and Reports on Form 8-K........................15
Signatures................................................................16
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<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1996 1995
---- ----
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash........................................ $1,801,515 $ 26
Accounts receivable
Trade.............................. 487,183 155,783
Other.............................. 1,472,701 1,202,505
----------- ---------
3,761,399 1,358,314
PROPERTY AND EQUIPMENT
Property and equipment...................... 193,329 111,727
Less accumulated depreciation............... (30,863) (20,919)
----------- ----------
162,466 90,808
OTHER ASSETS
Deposits.................................... 10,200 --
Start-up costs - Net........................ 34,635 --
Patent, net - Note 3........................ 412,500 467,659
Product development costs - Note 4.......... 397,650 --
---------- ----------
Total..................... $4,778,850 $1,916,781
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade....................................... $ 52,651 $ 38,763
Other....................................... 423,153 465,417
Current maturities of debt..................... 1,216,785 674,702
----------- ----------
1,692,589 1,178,882
LONG-TERM DEBT
Accrued severance pay - Note 5................. 35,533 12,986
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY...................................... -- 72,372
STOCKHOLDER'S EQUITY - Notes 6 & 7
Common stock, $.00001 par value, 500,000,000
shares authorized 13,634,000 shares issued
and outstanding, 285,000 shares held as
treasury stock................................ 985 945
Additional paid in capital...................... 3,045,269 194,480
Less treasury stock (cost)...................... (1,425) (1,425)
Retained earnings............................... 5,899 458,541
---------- ----------
Total shareholders' equity.................... 3,050,728 652,541
---------- ----------
Total liabilities and shareholders' equity.. $4,778,850 $1,916,781
========== ==========
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
<TABLE>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales .......................... $ 122,832 $ 1,603,623 $ 384,866 $ 1,952,327
Cost of sales .................. 26,679 37,425 82,707 204,090
------------ ------------ ------------ ------------
Gross profit ................... 96,153 1,566,198 302,159 1,748,327
Selling, general and adminis-
trative expenses ............ 188,277 111,388 779,720 328,197
------------ ------------ ------------ ------------
Income (loss) from operations .. (92,124) 1,454,810 (477,561) 1,420,040
Other income (expense)
Interest income ........... 30,953 -- 40,164 --
Interest expense .......... (6,937) (21,320) (41,744) (61,824)
Gain (loss) from foreign
currency translation ... (19,609) (29,261) (51,861) (41,119)
------------ ------------ ------------ ------------
Total ......... 4,407 (50,581) (53,441) (102,943)
------------ ------------ ------------ ------------
Income (loss) from operations
before taxes ............... (87,717) 1,404,229 (531,002) 1,317,097
Income tax (expense) ........... -- (521,143) -- (495,132)
------------ ------------ ------------ ------------
Net income (loss) .............. $ (87,717) $ 883,086 $ (531,002) $ 821,965
============ ============ ============ ============
Net income (loss) per share .... $ (.0064) $ .779 $ (.0445) $ .729
============ ============ ============ ============
Net income (loss) per share on a
fully diluted basis ........ $ (.0056) $ .779 $ (.0382) $ .729
============ ============ ============ ============
Total average number of
shares outstanding ......... 15,606,139 1,134,000 13,898,110 1,134,000
============ ============ ============ ============
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
1996 1995
---- ----
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................. $(531,002) $ 821,965
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 68,311 45,962
Stock option compensation...................... 164,063 --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - trade.................... (331,400) 896,954
Accounts receivable - other.................... (264,208) ( 79,004)
(Decrease) increase in:
Accounts payable - trade....................... 13,888 (24,073)
Accounts payable - other....................... (42,264) 573,589
Deposits........................................ -- (1,234,516)
--------- ---------
Net cash provided (used by)
operating activities......................... (922,612) 1,000,877
------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for product development................. (397,650) --
Payment for start-up costs...................... (37,843) --
Purchase of property and equipment.............. (81,602) (128,987)
Purchase of patent.............................. -- (500,000)
Payment of security deposit..................... (10,200) --
------- -------
Net cash used in investing activities........ (527,295) (628,987)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable..................... 542,083 250,057
Severance pay................................... 22,547 6,180
Proceeds from issuance of stock................. 2,686,766 100,000
--------- ---------
Net cash provided by financing activities.... 3,251,396 356,237
--------- ---------
NET INCREASE (DECREASE) IN CASH...................... 1,801,489 728,127
CASH
Beginning of period............................. 26 9,488
----------- ---------
End of period.................................. $1,801,515 $ 737,615
========== ==========
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial information is unaudited, but, in the
opinion of management, reflects all adjustments (which include only
normally recurring adjustments) necessary to present fairly the
Company's financial position, operating results and cash flows for the
periods presented. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission. The financial information should be read in conjunction
with the audited financial statements and notes thereto for the year
ended December 31, 1995 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. The results
of operations for the nine-month period ended September 30, 1996 are
not necessarily indicative of the results to be expected for the full
year.
2. Summary of Significant Accounting Policies:
This summary of significant accounting policies of CASDIM INTERNATIONAL
SYSTEMS, INC., (the "Company") and its subsidiaries, CASDIM INTERACTIVE
SYSTEMS USA, INC. and CASDIM INTERACTIVE SYSTEMS, LTD., (ISRAEL)
("CISL"), is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for
their integrity and objectivity.
a. Principles of consolidation - In 1995, CASDIM INTERNATIONAL
SYSTEMS, INC. issued 8,500,000 shares of stock after a 50:1
reverse stock split to acquire 100% of the voting and equity
shares of CASDIM INTERACTIVE SYSTEMS USA, INC., which owns
100% of the voting and equity shares of CISL. The business
combination has been accounted for using the pooling method of
accounting. The consolidated financial statements include the
accounts of the Company and its subsidiaries.
b. Foreign operations - CISL maintains its accounts in nominal
New Israeli Shekels ("NIS"). Certain of the dollar amounts in
the financial statements may represent the dollar equivalent
of other currencies, including the New Israeli Shekel, which
may not be exchangeable for dollars.
Transactions and balances denominated in dollars are presented
at their dollar amounts. Non-dollar transactions and balances
are remeasured into dollars in accordance with the principles
set forth in the Statement of Financial Accounting Standards
("FAS") No. 52, "Foreign Currency Translation," of the
Financial Accounting Standards Board of the United States.
-6-
<PAGE>
Accordingly, certain items relating to the Company's Israel
subsidiary have been remeasured as follows:
Monetary items-at the current exchange rate at each
balance sheet date;
Nonmonetary items-at historical exchange rates;
Income and expense items-at exchange rates current as
of the date of recognition of those items (excluding
depreciation and other items deriving from nonmonetary
items);
Exchange gains and losses from aforementioned
remeasurement (which are immaterial for each year) are
reflected in the statements of income.
Linkage Basis - Balances which are linked to the
Israeli Consumer Price Index (the "CPI"), are presented
on the basis of the index at the balance sheet date,
which index is published subsequently. Balances
denominated in, or linked to, currencies other than the
dollar are presented according to the exchange rates
prevailing at the balance sheet date.
The effects of the inflationary erosion of monetary items and
interest is included in financial income or expenses as
appropriate.
c. Fixed Assets - Fixed assets are stated at cost. Depreciation
has been calculated by the straight-line method over the
estimated useful lives of the assets.
Years
Leasehold improvements 10
Motor vehicles 7
Office furniture and
equipment (mainly computers
and peripheral equipment) 5-20
Leasehold improvements are depreciated using the straight-line
method over the period of each lease, not to exceed the
estimated useful life of the improvements.
d. Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers cash and cash equivalents to
consist of all cash, either on hand or in banks including time
deposits, and any highly liquid debt instruments purchased
with a maturity of three months or less.
-7-
<PAGE>
e. Bad Debts - Uncollectible accounts receivables are charged
directly against earnings when they are determined to be
uncollectible. Use of this method does not result in a
material difference from the valuation method required by
generally accepted accounting principles.
f. Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
3. Patent
In January 1995, the Company acquired a pending patent No. 108935 from
CISL for the sum of $500,000 (US dollars). The patent is being
depreciated using the straight-line method over the period of ten
years.
4. Product Development Costs
The Company has incurred product development costs of $397,650. The
Company accounts for these costs as capital expenditures and will
charge these costs to operating income when the products reach the
market for resale.
5. Accrued Severance Pay
The liability of the Company for severance pay for the employees of its
Israeli subsidiary is calculated on the basis of the latest salary paid
to its employees and the length of time they have worked for the
Company. Pursuant to Israeli law, the liability is covered by a
provision in the Company's balance sheet and amounts deposited with the
severance pay funds and insurance policies. The insurance policies are
owned by CISL and have been entered into by CISL on behalf of its
individual employees. The amounts accumulated with the insurance
company are not under CISL's control or management and are therefore
not reflected in the Company's balance sheet.
6. Capital Stock
On May 3, 1996, the Company completed a private placement of its
securities in which 4,000,000 shares of common stock were issued for
$3,000,000, before expenses of $313,210.
-8-
<PAGE>
7. Stock Warrants and Stock Options
Stock Compensation Plan
Under the Company's 1996 Stock Option Plan (the "Plan"), the Company
may grant options for up to 500,000 shares of its common stock to its
employees, directors and consultants.
No options have been granted to date.
Under the Plan, the exercise price of incentive stock options ("IBOS")
may not be less than 100% (or 110%, if at the time of grant the
optionee owns more than 10% of the voting stock of the Company) of the
fair market value of the shares of common stock at the date of grant.
The purchase price of each share subject to an option, or any portion
thereof, which is not designated as an IS may not be less than 75% of
the fair market of such shares on the date of grant. The term of each
option under the Plan may be for a period of up to ten years (five
years if the recipient is a 10% or more shareholder).
Under a public relations retainer agreement (the "Agreement") with
Sunrise Financial Group, Inc. ("Sunrise"), the Company agreed to issue
Sunrise options to purchase up to 700,000 shares of its common stock as
consideration for its public relations services. Of such options,
460,000 options vested as of April 24, 1996 and options to purchase
10,000 shares of common stock vest monthly for a 24-month period,
subject to the continued provision of services by Sunrise. Options to
purchase 510,000 shares of common stock had vested as of September 30,
1996. Under the Agreement, the purchase price of each share subject to
an option is $1.00. The term of these options will expire in April
2001. The Company has accounted for the fair value of the grant of
options to Sunrise in accordance with FAST Statement 123. The
compensation cost that has been charged against income for the options
granted to Sunrise was $164,063.
Under a consulting agreement with WED Corporation, N.V. ("WED"), the
Company agreed to issue WED options to purchase up to 100,000 shares of
common stock at $2.25 per share as partial consideration for its
consulting services. Such options vest monthly over a two-year period
and will expire in June 2001.
Warrants
The Company issued warrants exercisable into 1,150,000 shares of common
stock in connection with its May 1996 private placement. The warrants,
which are exercisable at $1.00 per share, have been included in the
computation of fully diluted earnings per share.
-9-
<PAGE>
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying condensed
financial statements. The discussion and analysis contains trend analysis and
other forward-looking statements. Actual results could differ materially from
those projected in the forward-looking statements as a result of changes in the
economy, changes in the Company's product sales mix and other factors which may
be beyond the Company's control.
Background
In November 1995, the Company issued 8,500,000 shares of common stock
after giving effect to a 50:1 reverse stock split, to acquire 100% of Casdim
Interactive Systems USA, Inc. ("Casdim USA"), the owner of 100% of the voting
and equity shares of Casdim Interactive Systems, Ltd. ("Casdim Israel"). Prior
to the acquisition of Casdim USA, the Company did not have any significant
operations. The business combination has been accounted for using the pooling
method of accounting. Upon the completion of the exchange of shares, the Company
changed its name from S.W. Financial Corp. to Casdim International Systems, Inc.
Results of Operations
Quarter Ended September 30, 1996 Compared with Quarter Ended September 30, 1995
Product sales decreased to $122,832 during the third quarter of 1996
from $1,603,623 during the comparable period in 1995. The decrease in sales was
principally attributable to the Company's decision to (i) concentrate its
resources on entering the North American market, (ii) emphasize the leasing of
kiosks rather than their sale and (iii) the determination of one of the
Company's major customers to postpone deliveries of kiosks until its financial
condition improves. In the third quarter, the Company also began to invest in
the integration of interactive TV and intranet TV technologies for use in the
lodging industry. The Company is currently negotiating with major hotels to
install this technology in their hotel rooms. No assurance can be given that the
Company will be successful in this regard.
The Company is also currently seeking locations for its kiosks in major
shopping malls, bus stations, airports and tourist venues in Israel. The Company
has identified locations for its kiosks at certain of these venues and is
negotiating agreements with respect to the placement of its kiosks at such
sites. The Company is still awaiting final approval for the placement of kiosks
at Ben Gurion Airport and the new Tel Aviv central bus station, which bus
station includes a 1,400 store shopping mall. In North America, the Company is
focusing its marketing efforts on the placement of its kiosks in lodging and
banking venues. Management believes that these marketing channels will in the
future provide the Company with a continuing stream of income and improved
results. As a result of its change in marketing
-10-
<PAGE>
focus, the Company expects that its revenues for the remainder of 1996 will be
lower than in the comparable period in 1995.
Cost of sales decreased to $26,679 in the 1996 period from $37,425 in
the 1995 third quarter principally as a result of the Company's lower level of
sales. As a result, the Company's gross profit in the third quarter of 1996 was
$96,153 as compared to $1,566,198 in the 1995 third quarter. The Company expects
its gross margin to vary in the future depending on the level and nature of its
revenues and changes in product and customer mix.
Selling, general and administrative expenses increased to $188,277 in
the 1996 third quarter from $111,388 in the 1995 third quarter, due primarily to
the Company's establishment of executive offices in New York City, increased
compensation, legal and accounting costs, and increased marketing costs
associated with the Company's efforts to penetrate the North American market.
The Company believes that selling, general and administrative expenses will
continue to increase in 1996 and 1997 as a result of the planned increase in
marketing and sales efforts for the Company's products and increased general and
administrative expenses.
For the quarter ended September 30, 1996, the Company had an operating
loss of $92,124 as compared to operating income of $1,454,810 for the comparable
period in 1995. The operating loss in the 1996 period was due primarily to the
increase in the Company's selling, general and administrative expenses and the
decline in sales.
During the quarter ended September 30, 1996, the Company had other
income net of $4,407 as compared to other expenses of $50,581 in the 1995
period. In the 1996 period, the Company was able to offset foreign currency
translation losses and interest expenses with interest income from the
investment of proceeds of its May 1996 private placement. The Company expects
its interest expense to continue to decline in 1996 as a result of the income
generated from the investment of the proceeds of the May private placement. If
the Company's operations increase significantly in 1997, it will be required to
seek additional financing which could result in increased interest expense.
As a result of the foregoing, the Company had a loss before taxes of
$87,717 in the third quarter of 1996 as compared to an income before taxes of
$1,404,229 in the comparable 1995 period. In the 1995 period, the Company's
income tax expense was $521,143. As a result, the Company incurred a net loss of
$87,717 or $.064 per share for the quarter ending September 30, 1996 as compared
to net income of $883,086 or $.779 per share for the comparable period in 1995.
Nine Months Ended September 30, 1996 Compared with Nine Months Ended September
30, 1995
Product sales decreased to $384,866 during the nine months ended
September 30, 1996 from $1,952,327 during the comparable period in 1995. The
decrease in sales was principally attributable to the Company's decision to (i)
concentrate its resources on entering the North American market, (ii) emphasize
the leasing of kiosks rather than their sale and (iii) the
-11-
<PAGE>
determination of one of the Company's major customers to postpone deliveries of
kiosks until its financial condition improves.
Cost of sales decreased to $82,707 in the 1996 period from $204,090 in
the 1995 nine-month period, principally as a result of the Company's lower level
of sales. As a result, the Company's gross profit for the nine-month period
ended September 30, 1996 was $302,159 compared to $1,748,327 in the 1995 period.
Selling, general and administrative expenses increased to $779,720 in
the 1996 nine-month period from $328,197 in the 1995 comparable period, due
primarily to the Company's establishment of executive offices in New York City,
increased compensation, legal and accounting costs, increased marketing costs
associated with the Company's efforts to penetrate the North American market and
a charge in the second quarter of 1996 of approximately $164,000 arising from
the issuance of stock options to the Company's public relations firm.
For the nine-month period ended September 30, 1996, the Company had an
operating loss of $477,561 as compared to operating income of $1,420,040 for the
comparable period in 1995. The Company's operating loss in the 1996 period was
due primarily to the increase in the Company's selling, general and
administrative expenses and the decline in sales.
During the nine months ended September 30, 1996, the Company had other
expenses of $53,441 as compared to other expenses of $102,943 in the 1995
period. In the 1996 period, the Company was able to offset part of its foreign
currency translation losses and interest expenses with interest income from the
investment of proceeds of its May 1996 private placement.
As a result of the foregoing, the Company had a loss before taxes of
$531,002 for the nine months ended September 30, 1996 as compared to income
before taxes of $1,317,097 in the comparable 1995 period. In the 1995 period,
the Company's income tax expense was $495,132. As a result, the Company's net
loss was $531,0025 or $.0445 per share for the nine months ended September 30,
1996 as compared to net income of $821,965 or $.729 per share for the comparable
period in 1995.
Liquidity and Capital Resources
At September 30, 1996, the Company had $1,801,513 in cash and
$2,068,810 in working capital as compared to $26 in cash and $179,432 in working
capital at December 31, 1995. The Company's financial position improved in the
1996 period, principally as a result of its May 1996 private placement of
securities which resulted in approximately $2,690,000 of net proceeds.
One of the factors that will affect the Company's working capital in
the future is the payment cycle on its sales. At present, a $233,992 receivable
from the Company's principal customer, Kupat Holim, an Israeli health
maintenance organization, is over 120 days old. The Company is currently
negotiating with Kupat Holim to recover the account receivable by year-end.
-12-
<PAGE>
Based on recent discussions with its bank in Israel, the Company
expects that approximately $950,000 of its Israeli subsidiary's short-term debt
will be converted into long-term debt before year-end.
Management believes that the Company's cash requirements for at least
the next twelve months will be met from existing cash, and if needed, short-term
borrowing. The Company's cash requirements may change if it is successful in
obtaining new business in North America. No assurance can be given that in such
circumstances sufficient financing will be available to the Company or that it
will be available at advantageous terms.
-13-
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Shareholders
The Company held its Annual Meeting of Shareholders on October 16,
1996. At the meeting, the Company's shareholders voted for:
1. The election of the following directors to hold office for a
term until their successors are duly elected and qualified at
the Company's 1997 Annual Meeting of Shareholders.
For Withhold
--- --------
Yehuda Shimshon 10,173,564 --
Israel Shimshon 10,173,564 --
Doron Leave 10,173,564 --
Ilan Mintz 10,173,564 --
David Tamir 10,173,564 --
2. Approval of a plan of merger under which the Company would be
merged into a wholly-owned subsidiary of the Company incorporated
in the State of Delaware.
For Against Abstain
--- ------- -------
9,757,138 1,000 --
3. Approval of the Company's 1996 Stock Option Plan.
For Against Abstain
--- ------- -------
10,167,939 5,625 --
-14-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
* 3.1 Certificate of Incorporation as amended through December 6, 1995.
***3.2 Amendment to the Certificate of Incorporation dated May 1, 1996.
**3.3 By-laws.
***4.1 Form of Warrant Agreement.
***4.2 Stock Option Agreement with Sunrise Financial Group Inc.
**10.1 Private Placement Purchase Agreement.
***10.2 Public Relations Retainer Agreement dated April 26, 1996 with
Sunrise Financial Group Inc.
**10.3 Consulting Agreement dated April 24, 1996 with Pelican Securities
& Investments Ltd., Softbreeze Ltd., Montaraz Limited, Onvoy
Holdings Ltd., and Wideglobe Ltd.
(b) Reports on Form 8-K filed during the last quarter of the period covered
by this report:
A Report on Form 8-K was filed on October 8, 1996.
- -----------------
* Incorporated by reference to the Company's Report on Form 10-KSB for
the year ended December 31, 1995.
** Incorporated by reference to the Company's Report on Form 10-K for the
year ended December 31, 1994.
*** Incorporated by reference to the Company Report on Form 10-QSB for the
quarter ended March 31, 1996.
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CASDIM INTERNATIONAL SYSTEMS, INC.
/s/Yehuda Shimshon
--------------------------
Yehuda Shimshon
Chairman of the Board, President & CEO
Date: November 18, 1996
-16-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(In thousands, except per share data; unaudited)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,801,515
<SECURITIES> 0
<RECEIVABLES> 1,959,884
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,761,399
<PP&E> 193,329
<DEPRECIATION> 30,863
<TOTAL-ASSETS> 4,778,850
<CURRENT-LIABILITIES> 1,692,589
<BONDS> 0
0
0
<COMMON> 985
<OTHER-SE> 3,049,743
<TOTAL-LIABILITY-AND-EQUITY> 4,778,850
<SALES> 122,832
<TOTAL-REVENUES> 122,832
<CGS> 26,679
<TOTAL-COSTS> 188,277
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 19,609
<INTEREST-EXPENSE> 6,937
<INCOME-PRETAX> (87,717)
<INCOME-TAX> 0
<INCOME-CONTINUING> (87,717)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (87,717)
<EPS-PRIMARY> (0.006)
<EPS-DILUTED> (0.006)
</TABLE>
