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 March 31, 1997.
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.)
150 East 58th Street
New York, New York 10155
(Address of Principal Executive Offices)
(212) 829-1700
Fax: (212) 829-1705
(Issuer's Telephone Number, Including Area Code)
90 Park Avenue
New York, New York 10016
(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 March 31, 1997 the Issuer had 14,134,001 shares of Common Stock, par
value $0.01, 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 March 31, 1997 and December 31, 1996.......3
Consolidated statements of income for the three months
ended March 31, 1997 and 1996......................................4
Consolidated statements of cash flows for the three months
ended March 31, 1997 and 1996......................................5
Notes to unaudited consolidated financial statements...................6-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...............................11
Part II - Other Information:
Item 4. Submission of Matters to a Vote of Shareholders.................15
Item 6. Exhibits and Reports on Form 8-K................................15
Signatures..................................................................16
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<PAGE>
<TABLE>
<CAPTION>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1997 1996
(Unaudited) (Audited)
----------- ---------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash .................................................... $ 932,020 $ 915,527
Accounts receivable
Trade - Note 8.................................... 426,062 438,807
Other............................................. 1,087,238 1,236,667
Investments.............................................. - 173,596
--------- ----------
$2,445,320 $2,764,597
PROPERTY AND EQUIPMENT
Property and equipment................................... 259,820 225,361
Less accumulated depreciation............................ (56,943) (36,435)
----------- ----------
202,877 118,926
OTHER ASSETS
Deposits................................................. 55,893 10,200
Start-up and organization costs.......................... 46,700 48,304
Patent, net - Note 3..................................... 387,500 400,000
Product development costs - Note 4....................... 1,206,056 943,164
---------- ----------
Total............................................. $4,344,346 $4,355,191
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade............................................. $ 329,709 $ 52,675
Other............................................. 232,975 469,355
Current maturities of debt............................... 241,987 1,344,416
---------- ----------
804,671 1,866,446
LONG-TERM DEBT
Accrued severance pay - Note 5........................... 25,357 25,474
Long term bank debt - Note 9............................. 1,000,000 -
STOCKHOLDERS' EQUITY - Notes
Common stock, $.01 par value, 500,000,000
shares authorized 14, 134,001 shares issued
and outstanding, 285,000 shares held as
treasury stock...................................... 985 985
Additional paid in capital............................... 3,545,268 3,145,268
Less treasury stock (cost)............................... (1,425) (1,425)
Retained earnings (deficit).............................. (1,030,510) (681,557)
----------- ---------
Total shareholders' equity....................... 2,514,318 2,463,271
----------- -----------
Total liabilities and shareholders' equity.. $ 4,344,346 $ 4,355,191
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
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<PAGE>
<TABLE>
<CAPTION>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Three Months
Ended Ended
March 31, March 31,
1997 1996
---- ----
<S> <C> <C>
Sales........................................................ $ 6,985 $ 253,007
Cost of sales................................................ - 31,785
--------- --------
Gross profit................................................. 6,985 221,222
Selling, general and administrative expenses................. 485,492 113,989
--------- ---------
Income (loss) from operations................................ (478,507) 107,233
Other income (expense)
Interest income.......................................... 5,828 -
Interest expense......................................... (21,676) (18,710)
Gain (loss) from foreign currency translation........... - (18,134)
Gain from sale of investments............................ 145,402 -
--------- -------
Total............................................. 129,554 (36,844)
Income (loss) from operations before taxes................... (348,943) 70,389
Income tax (expense)......................................... - (33,185)
---------- --------
Net income (loss)............................................ $(348,943) $ 37,204
========== =========
Earnings (loss) per share on common and
common stock equivalents................................. $(.0247) $.01
======= ====
Earnings (loss) per share on a fully diluted basis........... $(.0247) $.01
======= ====
Total average number of shares outstanding................... 14,134,001 9,634,000
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
<TABLE>
<CAPTION>
CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED, MARCH 31, 1997 AND 1996
1997 1996
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................ $(348,953) $ 37,204
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization..................... 34,612 28,947
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable - trade....................... 12,745 (208,148)
Accounts receivable - other....................... 149,429 220,744
(Decrease) increase in:
Accounts payable - trade.......................... 277,034 18,900
Accounts payable - other.......................... (236,380) (14,668)
--------- ---------
Net cash provided (used) by
operating activities....................... (111,513) 82,979
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for product development costs.................... (262,892) -
Purchase of property and equipment....................... (34,459) (2,301)
Sale of investments...................................... 173,596 -
Payment of security deposit.............................. (45,693) -
--------- ---------
Net cash used in investing activities...... (169,448) (2,301)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on short term debt............................... (102,429) (78,536)
Severance pay............................................ (117) 2,875
Proceeds from stock warrants exercised................... 400,000 -
-------- --------
Net cash provided (used) by
financing activities....................... 297,454 (75,661)
-------- ---------
INCREASE IN CASH............................................ 16,493 5,017
CASH:
Beginning of period...................................... 915,527 26
-------- ---------
End of period............................................ $932,020 $ 5,043
======== =========
Interest paid......................... $21,676
=======
Income taxes paid..................... $ -
====
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE 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, 1996 included
in the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission. The results of operations for the three-month period
ended March 31, 1997 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), 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
CASDIM INTERACTIVE SYSTEMS, LTD., (ISRAEL). 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 - CASDIM INTERACTIVE SYSTEMS, LTD., (ISRAEL)
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 ("NIS"), 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
-6-
<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Standards ("FAS") No. 52, "Foreign Currency Translation," of the
Financial Accounting Standards Board of the United States.
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
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<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
or in banks including time deposits, and any highly liquid debt
instruments purchased with a maturity of three months or less.
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
CASDIM SOFTWARE SYSTEMS, LTD. for the sum of $500,000. The patent is being
depreciated using the straight-line method over the period of ten years.
4. Product Development Costs
Based on the Company's product development process, technological
feasibility is established upon completion of a working model. Costs
incurred by the Company between completion of the working model and the
point at which model the product is ready for general release have been
capitalized. Total costs incurred to March 31, 1997 were $1,206,056.
Capitalized software costs are amortized by the greater of: (i) ratio of
current gross revenues from sales of the software to the total of current
anticipated future gross revenue from sales of that software or (ii) the
straight-line method over the remaining estimated useful life of the
product (not greater than three years). The Company assesses the
recoverability of this intangible asset by determining whether the
amortization of the asset over its remaining life can be recovered through
undiscounted future operating cash flows from the specific product.
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
-8-
<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
7. Stock Warrants and Stock Options
Stock Compensation Plans
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 ("ISOs") 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 ISO, 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 were to vest monthly for a 24-month period, subject to the
continued provision of services by Sunrise. Options to purchase 540,000
shares of common stock had vested as of December 31, 1996. Under the
Agreement , the purchase price of each share subject to an option is $1.00.
The term of these options will expire on April 2001.
In March 1997, the "Agreement" with Sunrise was terminated. The parties
agreed that Sunrise would retain options to purchase up to 300,000 shares
of the Company's common stock.
In April 1997, the Company entered into an agreement with Pelican
Consultants, Inc. ("Pelican") to provide financial consulting and financial
relations services to the Company. The Company agreed to issue Pelican
options to purchase up to 200,000 shares of the Company's common stock at a
purchase price of $1.00 per share. Of such options, 100,000
-9-
<PAGE>
CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
options vested as of April 11, 1997 and options to purchase the remaining
shares will vest ratably over the next 12 month period subject to the
continued provision of services by Pelican.
The Company has accounted for the fair value of the grant of options to
Sunrise and Pelican in accordance with FASB Statement 123. The compensation
costs that has been charged against income for the options granted to
Sunrise and to Pelican was $164,063.
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. As of March 31, 1997,
500,000 warrants have been exercised. There remain 650,000 warrants
available to be exercised.
8. Accounts Receivable
In March 1997, CISL was informed by Kupat Holim Leumit, of its continued
postponement of payment of a trade account receivable owed to the
Company in the amount of approximately $300,000. The Company has also
been informed by Kupat Holim Leumit that a change in senior management
is currently being contemplated.
9. Long Term Debt
On March 3, 1997, CISL converted $1,000,000 of short term debt into long
term debt. The terms of the refinancing call for payments of interest only,
with a balloon payment due in February, 2002.
-10-
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
The discussion and analysis which follows in this Quarterly Report and in
other reports and documents of the Company and oral statements made on behalf of
the Company by its management and others may contain trend analysis and other
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 which reflect the Company's current views with respect to
future events and financial results. These include statements regarding the
Company's earnings, growth and expansion plans, forecasts and similar matters
which are not historical facts. The Company reminds stockholders that
forward-looking statements are merely predictions and therefore are inherently
subject to uncertainties and other factors which could cause the actual future
events or results to differ materially from those described in the forward
looking statements. These uncertainties and other factors include, among other
things, business and general economic conditions, both domestic and
international; lower than expected customer orders; competitive factors; changes
in product mix or distribution channels; performance and financial capabilities
of suppliers and third party contractors; and technological difficulties and
resource constraints encountered in developing new products. The forward-looking
statements contained in this Quarterly Report and made elsewhere by or on behalf
of the Company should be considered in light of these factors.
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.
Recent Developments
The Company and Dick Clark International Cable Ventures Ltd. ("Dick Clark
Ventures") have agreed to enter into a joint venture, to be known as Technology
Transfer Corporation, to exploit certain satellite transmission licenses held by
an affiliate of Dick Clark Ventures in Mexico. These licenses, granted by the
Secretaria de Communicaciones y Transports ("SCT") of Mexico, allow for the
installation or utilization of shared teleports, for the bi-directional
transmission of voice, video and data within the footprint of the Mexican
Government's two Solidaridad satellites. The Company has agreed to contribute
$500,000 to the joint venture which will design, install and operate an advanced
communications platform based on the satellite platform. When activated, the
satellite network is intended to provide a variety of electronic services,
currently unavailable on a wide scale in Mexico. Initially, the joint venture
intends to provide electronic transactional services under the trade name
DataMex(TM) which service will include transactional banking via an
interconnected ATM network, point of purchase transactions and international
funds transfers. No assurance can be given that this joint venture will be
successful in developing the network or that it will be able to raise sufficient
capital for the initiation of its proposed business.
-11-
<PAGE>
On March 26, 1997, the Company and Ramada Franchise Systems, Inc. ("RFS"),
a wholly owned subsidiary of HFS Incorporated, announced their agreement to
enter into "alpha" and beta" testing of Casdim's integrated Information on
Demand System (the "IOD System"). The IOD System incorporates interactive TV,
Internet, video-on-demand, E-mail, and a club member facility. The IOD System is
designed to utilize a WAN to link video and data servers via satellites and/or
cable TV systems. Hotel guests will access their TV through the RFS/Casdim
default channel. Access to various services including E-mail, stock quotes,
sports scores, video-on-demand, airline and car rental reservations and
residential real estate listings will be provided to the hotel guest by the IOD
System. Under the proposed arrangement, Casdim will derive revenues from
advertising, vendor commissions and user fees. RFS currently has over 120,000
lodging rooms in its franchise network. The Company and RFS have agreed to enter
into an agreement for full system implementation of the IOD System, pursuant to
which RFS will exclusively recommend the IOD System to all of its franchises,
upon the successful completion of the alpha and beta testing at various Ramada
Inn locations. The testing of the IOD System is scheduled to be completed in
March 1998. No assurance can be given that such testing will prove successful,
or that the Company will be able to raise sufficient funds to install its IOD
System within the Ramada Inn franchise system.
Results of Operations
Quarter Ended March 31, 1997 Compared to Quarter Ended March 31, 1996.
Kiosk and associated sales by the Company's wholly owned Israeli subsidiary
decreased to $6,985 during the quarter ended March 31, 1997 from $253,007 in the
comparable 1996 quarter. The decrease in sales was principally attributable to
the Company's decision to concentrate its resources on entering the North
American market and the failed efforts of its Israeli subsidiary to lease
kiosks. The Company expects that the revenues of its Israeli subsidiary will
increase in 1997 as a result of its recently acquired right to install
interactive multimedia informational and transactional kiosks at Ben Gurion
Airport and 13 smaller Israeli airports. Additionally, Casdim was granted
exclusive rights by an Israeli insurance company to sell insurance products
through its kiosks at the Ben Gurion Airport. The Company is developing software
to allow Israeli citizens to purchase insurance prior to their departing Israel
for trips abroad.
As a result of the Company's limited sales in the first quarter of 1997, it
did not record any costs of sales as compared to $31,785 in costs in the 1996
first quarter. As a result, the Company's gross profit for 1997 first quarter
was $6,985 compared to $221,222 in the 1996 first quarter. The Company expects
its gross margins to vary in the future depending on the nature and volume of
its revenues.
Selling, general and administrative expenses increased to $485,492 in the
1997 first quarter from $113,989 in the 1996 first quarter, due primarily to the
increased marketing costs associated with the Company's efforts to penetrate the
North American market and costs associated with the
-12-
<PAGE>
maintenance of executive offices in New York City. The Company anticipates that
selling, general and administrative expenses will continue to increase in 1997 a
result of the planned increases in expenses relating to its IOD System and the
joint venture with Dick Clark Ventures.
In 1997 the Company capitalized approximately $263,000 of product
development costs, principally relating to the IOD System. .
During the 1997 first quarter, the Company had other income of $129,554 as
compared to other expenses of $36,844 in the 1996 first quarter. In the 1997
first quarter, the Company was able to offset its increased interest expenses
with interest and dividend income from the investment of the proceeds of its May
1996 private placement and a $145,402 gain from the sale of marketable
securities. The Company does not expect to invest in marketable securities
during the foreseeable future. The Company expects interest expenses to increase
in 1997.
For the quarter ended March 31, 1997, the Company had a loss from
operations of $348,943 as compared to income from operations of $70,389 for the
1996 comparable quarter. The Company's operating loss in the 1997 first quarter
was due primarily to the increase in the Company's selling, general and
administrative expenses and the decline in sales.
As a result of the foregoing, the Company's net loss was $348,943 or $.0247
per share for the quarter ended March 31, 1997 as compared to net income of
$37,204 or $.01 per share for the quarter ended March 31, 1996.
Liquidity and Capital Resources
At March 31, 1997, the Company had $932,020 in cash and $1,640,649 in
working capital as compared to $915,520 in cash and $898,151 in working capital
at December 31, 1996. The Company's financial position was enhanced in the first
quarter of 1997 as a result of its receipt of $400,000 upon the exercise of
warrants issued in the 1996 private placement. In addition, the Company's
financial position benefitted from the conversion of $1,000,000 of its Israeli
subsidiary's short-term debt into long-term debt.
Among the factors that will affect the Company's working capital in the
future will be (i) the amount and timing of the expenditures required to
complete the development, installation and testing of the IOD System, and (ii)
the timing of a $500,000 capital contribution which the Company has agreed to
make to the joint venture with Dick Clark Ventures. Another factor which will
effect working capital is the collectability of a receivable of approximately
$300,000 from Kupat Holim Leumit, an Israeli health maintenance organization,
which is over one year old.
Management believes that the Company will require additional financing of
$1.5 million to $3 million in 1997, mainly to fund the installation and testing
of the IOD System at various Ramada Inn sites. No assurance can be given that
sufficient financing on either an equity or debt
-13-
<PAGE>
basis will be available to the Company or that it will be available at
advantageous terms. To the extent sufficient financing is not available, the
Company will attempt to stretch out the costs associated with the Ramada project
so that it will be able to continue its operations through 1997.
-14-
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Shareholders
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
*2 Agreement for the Exchange of Stock and Reorganization.
*3.1 Articles of Incorporation as amended on December 6, 1995.
**3.2 By-laws.
*10.1 Software Adaptation Services Agreement dated January 10, 1995 between
the Company and CSS Ltd.
*10.2 Short-term Loan Agreement dated February 10, 1995 between the Company
and CSS Ltd.
*10.3 Patent Assignment Agreement dated January 10, 1995 between the
Company and CSS Ltd.
***10.4 Alpha/Beta Test Agreement between the Company and Ramada Franchise
Systems, Inc.
*21 Subsidiaries of the Company.
(b) Reports on Form 8-K filed during the last quarter of the period covered by
this report:
None.
- ------------
* Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1995.
** Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
*** Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 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: May 15, 1997
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 932,020
<SECURITIES> 0
<RECEIVABLES> 1,513,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,445,320
<PP&E> 259,820
<DEPRECIATION> 56,943
<TOTAL-ASSETS> 4,344,346
<CURRENT-LIABILITIES> 804,671
<BONDS> 0
0
0
<COMMON> 985
<OTHER-SE> 2,513,333
<TOTAL-LIABILITY-AND-EQUITY> 4,344,346
<SALES> 6,985
<TOTAL-REVENUES> 158,215
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 485,492
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,676
<INCOME-PRETAX> (348,943)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (348,943)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
