DUALSTAR TECHNOLOGIES CORP
8-K, 2000-08-02
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 2, 2000 (July 27, 2000)

                        DUALSTAR TECHNOLOGIES CORPORATION
                                  ------------
             (Exact name of registrant as specified in its charter)

         Delaware                   0-25552                   13-3776834
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(State or other jurisdiction      (Commission             (I.R.S. Employer
 of incorporation)                File No.)              Identification No.)



One Park Avenue, New York, New York                                   10016
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(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code              (718) 340-6655
                                                                --------------

                                       N/A
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          (Former name or former address, if changed since last report)


Item 5.  Other Events.
         -------------

         On July 27, 2000, DualStar Technologies Corporation hosted an investor
update conference call beginning at 10:00 a.m., New York City time. A transcript
of the call follows:

                        DUALSTAR TECHNOLOGIES CORPORATION
                         INVESTOR UPDATE CONFERENCE CALL
                                  JULY 27, 2000

OPERATOR: Ladies and gentlemen, thank you for standing by, and welcome to the
DualStar Investor Update teleconference call. At this time all participants are
in a listen only mode. And you will be in a listen only mode throughout the
entire call. If you need assistance while you are on this call simply press *
and then 0, and an operator will come on to your line to assist you. As a
reminder, this conference is being recorded. It will also be replayed. Please
stay on the line at the conclusion of the call when the replay information will
be given out.

I would now like to turn the conference over to the one who will be introducing
all the speakers on the call, Mr. Jim Ashman. Please go ahead.

<PAGE>

JIM ASHMAN: Yes, good morning. And welcome to the DualStar Technologies
conference call. My name is Jim Ashman, and I am with TechOne Capital Group. We
are consultants to DualStar, and I will act as the moderator of the call.

The agenda for the call is as follows: Gregory Cuneo, President & CEO of
DualStar, will provide you with an overview of DualStar's strategy, and he will
introduce you to Jerry Abbruzzese, Chairman of DualStar. Mr. Abruzzese will
update you on the status of DualStar's financing efforts and certain other
housekeeping matters. He will then turn the call over to Jill Thoerle, President
& CEO of DualStar Communications, who will discuss the company's communications
business. The company will not be taking any questions during the call.

Please note that a transcript of the call will be filed with the Securities &
Exchange Commission on a Form 8-K and may be accessed on the Internet at
www.sec.gov. Also a recording of the call will be available for 24 hours after
the end of the call. The call-in number for this replay is 1/800-475-6701,
access code 530472.

Management is going to be updating you with respect to several issues affecting
the company currently. Please note that the words "intends," "expects," "plans,"
"estimates," "projects," "believes," "anticipates" and similar expressions are
intended to identify forward-looking statements. The matters discussed and the
statements made on the call concerning the company's future prospects are
forward-looking statements within the meaning of Federal securities laws.
Although the company believes that its plans, intentions, and expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such plans, intentions, and expectations will be achieved and
actual results could differ materially from forecasts and estimates.

In addition, such forward-looking statements are necessarily based on
assumptions and estimates. These may be incorrect or imprecise, and involve
known and unknown risks and other facts. Important factors that could cause
actual results to differ materially include but are not limited to the execution
of definitive documentation for and consummation of the financings with Exelon
and Blackacre, regulatory or legislative changes, the company's dependence on
key personnel, and the company's ability to manage growth, in addition to those
risk factors set forth in DualStar Technologies' public SEC filings. Many of the
factors are beyond the company's ability to control or predict. Given these
uncertainties, you are cautioned not to place undue reliance on such
forward-looking statements. The company undertakes no obligation to publicly
release any of the revisions to the forward-looking statements or reflect events
or circumstances after the date of the conference call.

Having gotten these matters out of the way, I will now turn the call over to the
company. The next voice that you hear will be Gregory Cuneo's.

GREGORY CUNEO: Thank you Jim. I want to thank the investors for joining this
call. Let me tell you a little bit about DualStar Technologies. DualStar started
as an infrastructure contractor based in the New York City area. When the Board
decided to diversify, it looked into businesses that played into its current
strengths and current customer base. Telecommunications was a natural fit. We
used the expertise of our electrical contracting company, High-Rise Electric, to
run wires in buildings throughout the city--buildings in which High-Rise or
other DualStar Technologies infrastructure companies had contracts or
relationships with developers. Once the wires were installed, we marketed
tenants in the buildings and became the service provider. That is how DCI,
DualStar Communications, got started. Now that DualStar Communications has
created some critical mass, it no longer needs the support of the existing
DualStar Technologies construction companies.

I would now like to introduce Jerry Abbruzzese, the chairman of DualStar
Technologies, to explain the next phase of DualStar Technologies' growth. Jerry.

JERRY ABBRUZZESE: Yes, thanks. Some of you may know me and some of you may not.
I welcome you all. I want to open by saying we have a full knowledge of and
appreciation for the frustration that many of you feel in our inability to
communicate on an ongoing basis with all of you and bring you up-to-date on what
is going on. But we have been in a series of transitions, agreements, and
changing

<PAGE>

agreements, proxies, and filings, and the long and the short of it is that it
has been pretty much a blackout for many, many months now.

I will tell you that we are aware of the interest that you all have and that
others have in the company. And it is our hope that over the coming months we
will not only have more calls like this but calls where possibly you can even
ask questions and participate. And also be able to communicate more detail than
we are going to be able to today about what we are doing and the progress that
we are making towards our ultimate goals.

One of the very important things that I want to update you on today is the
financings that have been announced recently. As you know, we signed a letter of
intent to obtain $55 million of financing from Exelon Capital Partners, a
subsidiary of Peco Energy, and an additional $20 million from Blackacre Capital
Management. These financings involve the sale by DualStar of convertible
preferred stock. And if consummated, they will give Exelon an approximately 26%
stake in the company, and Blackacre an approximately 12% stake.

Simultaneously with these financings, DualStar will be proposing the sale of its
electrical and mechanical subsidiaries. These sales are critical to the
company's transformation from what has been a more traditional construction
business to a state-of-the-art telecom company or enterprise that presents
ourselves as more of a pure play telecom entity. We are finalizing the pieces of
these negotiations for all of these transactions. The definitive agreements are
in process with Blackacre and Exelon, and we hope to reach agreement on them
shortly. But as you know, and as you heard from all of the disclaimers before,
there can be no assurances that that can be achieved, but we see nothing at this
point in time that dissuades us that these transactions will be going forward.

At the time of the shareholders meeting we will, and let me back up a little.
After we complete the set of agreements, we will be submitting a proxy to the
SEC and after the SEC has reviewed and approved the proxy it will be mailed. It
will contain all of the information regarding these transactions that will allow
you to vote on a fully informed, or as fully informed as possible, basis on the
transactions.

As I said, both the Exelon and Blackacre deals as well as the sale of mechanical
and electric businesses, will require stockholder approval. And the proxy, the
work again on that, is on a simultaneous or parallel track with the definitive
agreement work. The SEC will be the ultimate determiner of the timing of this.
We are hopeful that we will get through that process quickly.

We are hoping to have a shareholders meeting sometime in the early-to-mid Fall.
The timing of that will be delineated as we get this process clarified over the
next couple of weeks, or several weeks.

I want to thank you all for your patience, and I understand, again, your
frustration. But we have been trying, in a very challenging market, to transform
this company, as I said, into a telecom enterprise, and to do it in a very
thoughtful manner. We are well aware and have been well aware, and predictive in
many cases of some of the upheavals that will occur in this space. You see many
other companies out there pursuing a commercial company, commercial accounts, or
other MDU properties that are having challenges out in the marketplace.

We took our time, and what we've done, as opposed to just running out and trying
to make a big splash, we've tried to put the nuts and bolts and the
underpinnings in place for a very well thought-out business plan. And we also
took the time to attract a top-notch management team to execute the plan. And
we've been successful, I believe, on both accounts. And although we haven't
talked about it, we have put in place a very credible, seasoned, experienced,
and successful management team from the telecom arena. We did it competing for
these very special people against other, much larger telecom enterprises. I
think that says a lot, the fact that these people have joined us. You will hear
more from Jill or George Parise. It says a lot about the mission that this
company has and the opportunity that we think that it has going forward.

<PAGE>

And so not taking too much more time, I would like to take this opportunity to
introduce Jill Thoerle who is the President & CEO of DualStar Communications
which is a subsidiary of DualStar Technologies, and is the focus of all of the
activity or most of the activity that is currently going on inside of DualStar.
And will be the main focus of the show when it comes to our shareholder meeting.
And so Jill, at this point I would like to turn it over to you and George
Parise. When Jill gets on, I will ask her to say a few words about her
experiences and where she came from, and then George Parise who is an EVP at
DualStar and the acting CFO. George was with me at CAI as a Senior V.P., and
prior to that with Bell Atlantic in many important senior positions. And a very
highly regarded individual. And so without any further talk from my side, Jill
and George, if you would take over.

JILL THOERLE: Thank you Jerry. Good morning. My name is Jill Thoerle, and I am
the President & CEO of DualStar Communications. And it is, indeed, my pleasure
to participate in this call. Jerry mentioned that we are in the midst of
transforming this company. That this was occurring at both the Technologies
level with the sale of its subsidiaries and within the communications unit.

DualStar Communications intends to expand its operations, its products, and its
services, and its sales and marketing plans in order to position itself as a
nationwide broadband access service provider focused primarily on the multiple
dwelling unit markets .

As you may know, I joined the company in March of this year. At that time,
DualStar Communications was focused on providing broadband voice, high-speed
Internet access, and video services to end users in the New York metropolitan
area. To accomplish this, DualStar builds and operates its own in building
network that may combine voice switches, satellite antennas, and in-building
wiring, fiber, and collects distribution systems. These buildings are then
connected to other communications networks to reach lines.

DualStar has the talent and staffing commensurate with its single market focus.
Since March, we've attracted a strong management team that has extensive
experience in both the telecom and the real estate industries to drive, guide,
and motivate the company towards its expanded new goal.

I come to the company from AT&T where I was a Corporate Strategy & Business
Development Vice President responsible for a series of local initiatives that
AT&T was pursuing at that point in time. Prior to that, I was a member of the
Management Team of Teleport Communications Group that led TCG's growth from IPO
within several years to sale to AT&T for approximately $11 billion.

Joining me is Peter Sach, who has served as DualStar Communications' COO since
March of this year. From 1998 to that time, he was AT&T Broadband's Senior Vice
President for Systems Development, building out and implementing over cable
plant, local telephony, long distance, and high speed intranet access for single
dwelling units and MDUs throughout the United States. Peter joined AT&T via the
acquisition of Teleport Communications Group. Teleport was a leading CLEC with
local operations in over thirty markets in both the U.S. and Europe. During his
twelve years at Teleport, Peter was Vice President for Network Services,
Financial Systems, Auditing, & Planning, Strategic Sales, and at one point, was
the Director of Friendly Market Development. Prior to Teleport, Peter was
employed in various operations and positions by both Western Union International
and MCI International.

George Parise has served as DualStar Communications' Executive Vice President
for Corporate Development & Acting CFO since January of this year. As Jerry
mentioned, prior to his role at DualStar, George was Senior Vice President &
General Manager of CAI's New York system, and was most recently the Senior Vice
President of Finance at CAI Wireless Systems when it merged with WorldCom. Prior
to CAI, George held Senior Management positions with Bell Atlantic Corporation
for nine years, with his most recent assignment as CFO of CellularVision of New
York. Prior to joining Bell Atlantic, George was on the audit staff of Ernst &
Whinney, currently Ernst & Young. George is a certified public accountant.

Vincent D'Onofrio has served as DualStar Communications' Chief Technology
Officer since March of this year. Vince joined and actually cofounded DualStar
Communications with Greg Cuneo in 1996, and served as President & CEO since that

<PAGE>

time. Vince created and built the New York Operations Group. He has been a key
player in the development of the MDU market, driving his vendors to develop one
of the first DSLAMS created for this market, and creating new architectures to
combine communications and security systems. Prior to his role at DualStar
Communications, Vince was a Vice President of MIS at EE&C Financial Services
where he had responsibility for the design and operations of their extensive
voice and data networks. Before joining EE&C, Vince was the technology executive
at Lehman Brothers responsible for the design and operations of their global
data network with 600 nodes in over 50 countries. Prior to that, Vince has held
various management positions with AT&T including network engineering and design
and sales.

Mary Deal joined DualStar Communications as General Counsel in May of this year.
Prior to joining DualStar, Mary was the chief legal counsel for World Partners
Company which is a leading international communications company funded by AT&T
Corporation, initially. Before taking the position at World Partners, Mary was a
Senior Attorney with AT&T Corporation where she served as General Counsel and
Secretary for AT&T of Puerto Rico and AT&T of the Virgin Islands. Mary began her
legal career as a litigator with the law firm of Shanley & Fisher, and she is
admitted to the bars of New Jersey and New York.

Bruce Forsyth joined DualStar as the Chief Marketing Officer responsible for
sales and marketing in June of this year. Formerly Senior Vice President for
Marketing & Customer Operations with Davel Communications, he led projects in
the retrenching and re-establishment of Gazelle's core public communications
business. Prior to Davel, Bruce held senior executive posts at Intermedia
Communications including Vice President for Market Planning and Voice Services
Product Management. During his three and a half years at Intermedia, Bruce drove
the creation of local and long distance services, helping them to consistently
achieve a 50% organic growth. Prior to Intermedia, Bruce spent fifteen years in
increasing management responsibility positions in marketing, sales, information
services, and customer operations for Frontier Communications and MCI.

The senior management team has attracted a highly talented executive team, also
with a broad base of management experience and proven track records that range
from obtaining rights-of-way for buildings and operating local communications
networks, through designing and deploying leading edge IP, DSL-based networks,
to developing and implementing marketing and sales strategies for new markets.

Some of these key people include Don Johnson, who joined the company as the
President of ParaComm, which is now a wholly owned subsidiary of DualStar. Don
founded and built this private cable operator serving more than 18,000
multi-family residences in seven states. He was employed by Cablevision
Industries for over twelve years, responsible for the management, procurement,
and acquisition of all MDU related businesses prior to that. Don currently holds
a Board position with the ICTA, the Independent Cable & Telecommunications
Association which is based in Washington, D.C.

Chris Marino joined the company as Vice President for National Operations, in
June 2000. Prior to joining the company, Chris most recently served as AT&T's
Eastern Regional Broadband MDU Telephony Operations Group lead, responsible for
deploying MDU voice and data services.

Howell "Trez" Moore joined DualStar as the Regional Vice President for the
Southern Region in April of this year. He has over twenty years of
telecommunications experience including, most recently, building out the
Southeast Region for Teligent and prior to that, building out the Southeast
Region for MFS Communications.

Lyle Petrasek joined DualStar to run the New York operations. Prior to joining
DualStar, Lyle built both nationwide and local businesses for Alpha Dispatch and
for Mercury Communications.

John Puma joined DualStar as the V.P. of Strategic Accounts in June of this
year. Prior to this, John was responsible for managing many accounts for DVI
Communications, to provide services to leading real estate entities. As founder
and CEO of his own company, he developed, grew and managed new business efforts
for Fortune 100 companies including development, implementation and integration
of advanced communication services.

<PAGE>

Tom Quigley joined DualStar as a Regional Vice President for the Western Region
in June this year, as well. He has held management and executive positions in
regional Bell operating companies, competitive local exchange carriers, and has
focused on the shared tenant service marketplace. Prior to joining this company,
Tom was most recently the Vice President for Sales for NextLink California,
responsible for the development and implementation of the strategies for
launching voice and broadband services into that market.

Clearly we are proud of our team. Our philosophy with hiring and managing the
company is to ensure that management interests are aligned with yours, the
shareholders, through compensation plans that are tightly tied to corporate
performance.

DualStar intends to continue its focus on the largely concentrated MDU
marketplace. MDU households are estimated to contain over 20% of the entire
United States households with spending on communications, Internet and video
services estimated at over $20 billion annually.

The MDU market is an attractive one since the demographics indicate that over
50% of households in MDUs are middle market and above. This market is also
highly clustered with approximately 60% of the apartment complexes located
within ten states. This market tends to be underserved. Residents currently have
the option of purchasing the usual set of communications services from incumbent
communications carriers or cable companies. When compared with the commercial
office space market, DualStar Communications believes that there is less
competition for residential building-based broadband access companies.

One of DualStar Communications' key differences is that it intends to deploy an
architecture for the MDU market that takes advantage of the latest in technology
to delivery voice, data, and video services over platforms it owns and operates
within buildings. DualStar Communications-enabled buildings will be centrally
hubbed in a city to a metropolitan point of presence, or MPOP, to connect to
other communications networks.

The company will use a new DSL-based infrastructure in buildings in combination
with satellite-based TV. We expect this to result in a lower cost to provide
service than fiber or coaxial cable based providers. By locating the DSL network
within buildings, we expect to avoid the collocation problems, distance
limitations, and installation issues experienced by central office DSL-based
data access companies typically referred to as DLECs. The DSL platform is
expected to allow us to bypass the construction problems and costs typically
associated with rewiring buildings, an approach followed by building-centric
communications companies in general. In comparison, the company expects to avoid
large capital investments that end up as stranded plant. The building-based DSL
infrastructure supports voice and always-on dedicated Internet access services
at defined high speeds.

DualStar Communications plans to cost effectively connect all of its buildings
and its leased lines through a central ATM based hub to DualStar Communications'
MPOP. The MPOP will be located in a carrier hotel rather than an ILEC
collocation cage, resulting in lower costs and faster market entry.

Compared with others, the capital required to build out a market is expected to
be largely success based. DualStar Communications' "on net" communications
architecture is expected to enter markets rapidly without the issues that plague
other local market entrants such as ILEC collocations, UNE or DSL issues.

The company's architecture is expected to result in fast resident service
installations, dropping down to near real time for changes after a resident is
connected to our infrastructure. With other approaches, there may be delays of
up one to two months for a DSL high speed intranet access line to be installed,
and perhaps up to a month for a single voice line.

DualStar Communications, in its selection of these technologies and network
architecture, expects to create a platform for the foreseeable future. As
technology evolves, we expect that the DSL units in the building can be upgraded
to provide much higher bandwidth over existing infrastructure--up to 30
megabytes that

<PAGE>

can be delivered via very high speed DSL. At five times the highest speed of
broadband access, this is enough bandwidth to support video streaming over the
Internet.

By moving the edge of the Internet network closer to the users, the delay issues
associated with backbone and local network overloads are offset, thus residents
in DualStar Communications-enabled buildings may have the quickest possible
response time for Internet data. The DualStar Communications network can also
support voice over IP when that comes of age.

We believe that this platform will position DualStar Communications for growth
through the ability to deliver broadband products and services and through the
development of alternate and new sales channels. While DualStar Communications
currently provides voice, high speed Internet access, and video services, the
new platform is expected to enable the deployment of a higher quality, high
speed Internet access service that includes guaranteed speeds and increased
levels and privacy. The platform is also expected to enable the delivery of
multiple voice lines across existing copper wire that currently supports only
one voice line.

The company expects to introduce products and services for the wholesale
communications market. For example, long haul carriers looking to add last mile
connectivity may partner with or buy access from DualStar to reach their
customers. In addition, DualStar may approach the commercial office market
through its wholesale customers, thus increasing its addressable market without
the expense of developing the end user customer care system. DualStar is also
investigating products for other large complexes similar to MDUs such as hotels
and universities.

Management further expects to achieve growth through expansion into new
geographic markets. To this end, DualStar has recently established regional
offices in some of the major markets of the United States including Denver,
L.A., Orlando, Atlanta, and Dallas. The ParaComm acquisition that George will
speak about later has accelerated this effort.

To gain access to buildings, DualStar Communications expects to enter into
contracts with real estate management and ownership companies. We typically
offer real estate owners a small percentage of revenue in addition to equity
participation for large contracts. While the initial focus will be on larger,
nationwide property owners, based on National Multi-Housing Council and other
estimates, 60% of MDUs having 50 plus units are owned by individuals,
partnerships, or co-ops, and there will be a core of owners that DualStar will
target on a more local level. DualStar will use a combination of in-house
national, regional, and local representatives, in addition to teams of brokers
specializing in rights-of-entry contracts to cover this market.

DualStar's service capitalizes on its real estate owners increasing awareness
that access to high speed Internet access and higher quality voice services are
an important selling point. Management believes that its advantages include
little or no construction to interfere with other services or outages in
existing buildings, in-building sales and marketing support by DualStar
Communications staff to ensure an increased tenant awareness of amenities;
faster installation of resident communication services once the building is "on
net"; the flexibility to support an owner's entire portfolio, both commercial
and residential, as needed, and the ability to deliver higher penetration rates
within buildings, especially when wholesale customers are enabled, delivering to
property owners a higher value pulled out of their property.

DualStar Communications is implementing a three-part distribution strategy. We
expect to have sales specialists to manage building penetration and promote
DualStar services directly to the residents. We intend to have sales teams
focused on the wholesale carriers that will pay the company for broadband access
services. Additionally, we expect to have a small direct sales support effort
that will focus on our retail, video-only buildings that may result from an
acquisition or from winning a large property portfolio. The sales teams will be
supported by our national customer care center currently planned to be located
in Florida. This center will manage day-to-day partner service and billing
inquiries, direct resident customer care and provide trouble reporting and
management.

<PAGE>

In closing, we think that with these changes DualStar should be well positioned
to capitalize on the increasingly pent-up demand in the residential market for
high quality, high speed, Internet access, multiple line voice and video
services. Through adding a wholesale products division, it is expected to be
better able to address a broader market while avoiding the high cost of direct
customer care and insurance.

Before I turn this over to George, I would like to add that we will be working
to establish better communications with you, our shareholders. We will be
changing the web pages and are investigating an IR/PR firm. I look forward to
seeing you at the shareholders meeting.

Now, let me introduce George Parise, our Acting CFO and head of Corporate
Development, who will bring you up-to-date on some of our key initiatives.

GEORGE PARISE: Thank you Jill. Hello, my name is George Parise. I am happy to be
part of this conference call. As was the case for the quarter ending March 31st,
2000, DualStar's year-end financial statements will be reflective of the new
emphasis by the company on the telecommunications business. The mechanical and
electrical subsidiaries will be continued to be reported as discontinued
operations pending confirmation of the sale of which Jerry and Jill spoke
earlier. The DualStar management team is excited about the challenges and
opportunities presented by this transformation of the company.

In order to assist us with this transition into the telecommunications arena,
DualStar has engaged Raymond James & Associates as financial advisors. Founded
in 1962, Raymond James is one of the largest financial services firms in the
United States. Raymond James provides full service investment banking services
and has a highly respected equity research department which covers companies in
a variety of industries including telecommunications and real estate. With over
1,700 offices throughout the U.S. and overseas, Raymond James brings to us both
retail and institutional expertise. The engagement of Raymond James is pivotal
in the future growth of DualStar, and we look forward to working with them as
they assist us in considering a variety of potential transactions.

Finally, DualStar has recently disclosed the acquisition of ParaComm, Inc.
ParaComm is a private cable operating company providing video entertainment
services to MDU communities across seven states, including Texas, Florida, and
Colorado. Video communication products offered by ParaComm include digital and
analog video services for cable television programming and direct broadcast
satellite programming packages. This acquisition presents DualStar with an
opportunity to gain access to approximately 18,000 units to initially deliver
video services, and a potential to deliver advanced telecommunications services
in a number of markets across the United States. It represents an important step
as DualStar seeks to broaden its service area outside of its New York base. In
addition, this acquisition brings to DualStar an experienced management team
that is integral in implementing the business plan that we have discussed with
you today.

In summary, DualStar is committed to the reinvention of your company into a
competitive telecommunications provider to the MDU marketplace. We have
assembled a strong management team that we believe will be integral to the
success of DualStar, and this entire team is committed to the new business case
that we have developed.

I would like to again thank you for your patience as we progress through the
next phases of our financing transactions. This call represents an important
first step for DualStar as we look to significantly enhance our communications
with you, our shareholders. I look forward to seeing you at the shareholder
meeting. Thank you.

JIM ASHMAN:  George and Jill, thank you.

JERRY ABBRUZZESE: This is Jerry Abbruzzese again. I'm sure that all of you have
a lot of questions, and we will try to answer them. I do read the e-mails. I've
finally taught myself how to use the PC. We want to be responsive, but please
understand that, as you can see, this is just the tip of the iceberg. What we
talked about. And there is a lot that has gone on over the last six to eight
months in particular. We've been extraordinarily busy. We've put together a
business plan that was very unique--so unique that some people are trying to
imitate it now. But

<PAGE>

the reality is, that it was constructed towards a very competitive landscape,
and toward being a longstanding player in the market, not a quick hit or a big
flash in the pan.

So this has taken time, and it has been tested and it has been retested. It has
made the rounds with some of the brightest people on Wall Street, and it has
gotten very solid reviews. We are very happy with Raymond James. In the near
future, will be announcing who the vendor will be for the technology. We have
selected it internally, and we are in the process of finalizing that. We are
also in the process of pursuing additional financing facilities for the company,
recognizing that that will be a key issue going forward. And most importantly,
we are out talking to many, many property owners and groups looking to continue
to growth the portfolio and the properties to which we are providing services.

We've come a long way. We've put together a very good team, with many more than
we've talked about here on the call. But it is a very good team and a very good
track record. I think that we have a great opportunity for success going
forward. And so having said all of this, I am going to turn it back over to Jim
to close with his customary after-conference call comments. And we will talk to
you sooner rather than later, I hope, and certainly see most of you at the
shareholders meeting. Please be a little more patient with us. This is a big
project and it is taking a little bit of time, but it is being done carefully
and smartly. And that is always slower than just reacting quickly.

Thank you for your time, all of you, and we appreciate you supporting us. Thank
you. Jim.

JIM ASHMAN: This concludes DualStar Technologies conference call. The digital
replay will be available for 24 hours starting at 12:35 p.m. by calling
1/800-475-6701 with the access code of 530472. We want to thank you all for
participating.

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   DUALSTAR TECHNOLOGIES CORPORATION
                                   Registrant


                                   By: /s/ Robert J. Birnbach
                                       -----------------------------------------
                                       Name:   Robert J. Birnbach
                                       Title:  Executive Vice President, Chief
                                               Financial Officer and Secretary

Date: August 2, 2000



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