U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 2
(MARK ONE)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
1934 FOR THE TRANSITION PERIOD FROM _________TO_________
COMMISSION FILE NUMBER 0-25380
ULTRADATA SYSTEMS, INCORPORATED
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 43-1401158
------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9375 Dielman Industrial Drive, St. Louis, MO 63132
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (314) 997-2250
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
Class Outstanding as of May 8, 2000
-------------------------------------------------------------------
Common, $.01 par value 3,178,345
Transitional Small Business Disclosure Format Yes [ ] No [X]
File Number
0-25380
ULTRADATA SYSTEMS, INCORPORATED
FORM 10-QSB/A
March 31, 2000
INDEX
AMENDMENT NO. 2
The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2000, as set forth in the pages attached hereto:
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ULTRADATA SYSTEMS, INCORPORATED
FORM 10-QSB
MARCH 31, 2000
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Unaudited Financial Statements
Balance Sheets at March 31, 2000 and
December 31, 1999 3.
Statements of Operations for the three
months ended March 31, 2000 and 1999 4.
Statements of Stockholders' Equity for
the three months ended March 31, 2000 5.
Statements of Cash Flows for the three
months ended March 31, 2000 and 1999 6.
Notes to Financial Statements 7.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9.
PART II - OTHER INFORMATION 13.
Signatures 13.
ULTRADATA SYSTEMS, INCORPORATED
Balance Sheets
As of March 31, 2000 and December 31, 1999
March 31, December 31,
2000 1999
Assets (Unaudited)
Current assets:
Cash and cash equivalents $1,903,003 $1,220,134
Restricted cash 402,492 410,888
Trade accounts receivable, net of allowance
for doubtful accounts of $5,000 and
$16,475, respectively 438,028 1,482,268
Inventories 1,732,158 1,655,422
Prepaid expenses and other current assets 172,995 105,778
--------- ---------
Total current assets 4,648,676 4,874,490
Property and equipment, net 671,600 683,936
--------- ---------
Total property and equipment 671,600 683,936
Deferred compensation trust investments,
available for sale 126,088 105,834
Investment in Talon Research and
Development, Ltd. 882,715 827,903
Investment in Influence Data, LLC 135,540 255,667
Advances to affiliates 277,352 272,683
Advertising credits 249,685 249,685
Other assets 8,594 38,594
--------- ---------
Total assets $7,000,250 $7,308,792
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $197,154 $156,214
Accrued expenses and other liabilities 108,970 262,464
--------- ---------
Total current liabilities 306,124 418,678
Deferred rent 11,818 13,684
Deferred compensation liability 128,580 116,722
--------- ---------
Total liabilities 446,522 549,084
Stockholders' equity:
Common stock, $.01 par value; 10,000,000
shares authorized; 3,504,516 and 3,410,000
shares issued, respectively 35,045 34,100
Additional paid-in capital 10,165,574 9,851,894
Accumulated deficit (2,544,622) (2,024,687)
Treasury stock (326,171 shares at cost) (942,311) (942,311)
Notes receivable issued for purchase of
common stock (198,805) (197,117)
Accumulated other comprehensive income, net 38,847 37,829
---------- ----------
Total stockholders' equity 6,553,728 6,759,708
---------- ----------
Total liabilities and stockholders' equity $7,000,250 $7,308,792
========== ==========
See accompanying summary of accounting policies and notes to financial
statements.
ULTRADATA SYSTEMS, INCORPORATED
Statements of Operations
Three months ended March 31, 2000 and 1999
2000 1999
(Unaudited)
Net sales $ 289,687 $1,083,791
Cost of sales 175,116 536,754
-------- ---------
Gross profit 114,571 547,037
Selling expense 78,959 718,510
General and administrative expenses 443,792 535,491
Research and development expense 96,233 99,226
-------- ---------
Operating loss (504,413) (806,190)
Other income (expense):
Interest income 18,933 17,908
Equity in (losses)/earnings of
unconsolidated affiliates (65,315) 54,084
Other, net 30,860 35,376
-------- ---------
Total other income (15,522) 107,368
-------- ---------
Loss before income tax expense (519,935) (698,822)
Income tax expense - -
-------- ---------
Net loss $ (519,935) $ (698,822)
======== =========
Loss per share:
Basic and diluted $ (0.17) $ (0.22)
======== =========
Weighted Average Shares Outstanding:
Basic and diluted 3,105,235 3,154,682
========= =========
See accompanying summary of accounting policies and notes to financial
statements.
ULTRADATA SYSTEMS, INCORPORATED
Statement of Stockholders' Equity
Three Months Ended March 31,2000
<TABLE>
Notes Current Year
Additional Retained Receivable Accumulated Classification
Common Paid-in Earnings Treasury for Purchase Comprehensive Total
Stock Capital (Deficit) Stock of Common Stock Income, Net S/H Equity
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
Jan 1, 2000 34,100 $ 9,851,894 $(2,024,687) $(942,311) $ (197,117) $ 37,829 $6,759,708
Exercise of
94,516 stock
options 945 313,680 314,625
Repayment of
notes receivable
issued for
purchase of common
stock -
Accrued interest on
notes receivable
issued for
purchase of common
stock (1,688) (1,688)
Comprehensive income
Net loss (519,935) (519,935)
Other comprehensive
loss, net of tax:
Net unrealized gain
on Deferred
Compensation trust
Available for sale
securities 1,018 1,018
Comprehensive loss (518,917)
-------------------------------------------------------------------------------------------------------
Balance at
March 31, 2000 35,045 $10,165,574 $(2,544,622) $(942,311) $(198,805) $ 38,847 $6,553,728
=====================================================================================
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
ULTRADATA SYSTEMS, INCORPORATED
Statements of Cash Flows
Three months ended March 31, 2000 and 1999
2000 1999
(Unaudited)
Cash flows from operating activities:
Net loss $ (519,935) $ (698,822)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Depreciation and amortization 58,980 67,869
Inventory reserve 30,000 27,500
Equity in losses/(earnings) of
unconsolidated affiliates 65,316 (54,084)
Realized gain on investments (10,602) -
Bad debt expense on notes receivable - 7,750
Increase (decrease) in cash due to
changes in operating assets and
liabilities:
Trade accounts receivable, net 1,044,240 1,616,595
Costs and estimated earnings on
long-term contracts - 85,773
Inventories (106,736) 182,964
Prepaid expenses and other current
assets (67,217) 490,109
Accounts payable 40,940 (530,645)
Accrued expenses and other liabilities (153,494) (1,420,534)
Deferred rent (1,866) (1,866)
Deferred compensation trust liability 11,858 -
Other assets 28,312 231
--------- ---------
Net cash provided by (used in) operating
activities 419,795 (227,160)
Cash flows from investing activities:
Investment in affiliated company - (9,223)
Deferred compensation trust investments (8,634) -
Advances to affiliated company (4,669) (16,423)
Capital expenditures (46,644) (640)
--------- --------
Net cash used in investing activities (59,947) (26,286)
Cash flows from financing activities:
Repurchase of common stock at cost - (2,125)
Proceeds from exercise of employee
stock options 314,625 -
Restricted cash 8,396 -
--------- --------
Net cash provided by (used in) financing
activities 323,021 (2,125)
--------- --------
Net increase (decrease) in cash and cash
equivalents 682,869 (255,571)
Cash and cash equivalents at beginning of
period 1,220,134 1,254,091
--------- ---------
Cash and cash equivalents at end of the
period $ 1,903,003 $ 998,520
========= =========
See accompanying summary of accounting policies and notes to financial
statements.
ULTRADATA SYSTEMS, INCORPORATED
March 31, 2000
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim financial statements included herein have been
prepared by Ultradata Systems, Incorporated (the "Company"), without audit
in accordance with generally accepted accounting principles and pursuant to
the rules and regulations of the Securities and Exchange Commission for
interim financial information. 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 such
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information presented not misleading. The Company's
investment in Talon Research and Development, Ppty., Auckland, NZ Ltd. of
24.9% and in Influence Data, LLC, of 33.3% are accounted for using the equity
method.
In the opinion of management, the information furnished for the three-month
periods ended March 31, 2000 and 1999, respectively, includes all adjustments,
consisting solely of normal recurring accruals necessary for a fair
presentation of the financial results for the respective interim periods and
is not necessarily indicative of the results of operations to be expected for
the entire fiscal year ending December 31, 2000. It is suggested that the
interim financial statements be read in conjunction with the audited
consolidated financial statements for the year ended December 31, 1999, as
filed with the Securities and Exchange Commission on Form 10-KSB (Commission
File Number 0-25380).
Use of Estimates
The financial statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on informed
estimates and adjustments by management, with consideration given to
materiality. Actual results could vary from those estimates.
Note 1. Nature of Operations
The principal business activity of Ultradata Systems, Incorporated (the
Company), located in St. Louis, Missouri, is the design, manufacture, and
sale of hand-held electronic information products.
Note 2. Incentive Stock Option Plan
As of March 31, 2000, the Company's outstanding employee stock options
totaled 320,407 shares. These options have been issued to key employees,
officers, directors and consultants of the Company. The Company is authorized
to issue 350,000 shares of incentive stock options or non-qualified stock
options. These options are in addition to the 160,000 options issued per the
Option Agreement with Influence Content, LLC, for the joint venture,
Influence Data, LLC. In addition, there are 100,000 incentive stock options
approved by the Board of Directors that are subject to shareholder approval
in a future proxy statement.
Note 3. Inventories
Inventories consist of the following:
March 31, December 31,
2000 1999
Raw Materials $ 906,254 $ 815,337
Work in Process 62,360 62,360
Finished Goods 1,329,891 1,314,072
--------- ---------
2,298,505 2,191,769
Reserve for obsolescence (566,347) (536,347)
--------- ---------
$1,732,158 $1,655,422
========= =========
Note 4. Prepaid Expenses
Prepaid expenses consist of the following:
March 31, December 31,
2000 1999
Prepaid advertising $ - $ 24,781
Prepaid tooling and manufacturing
costs 56,365 56,365
Prepaid insurance 34,754 9,940
Other prepaid expenses 81,876 14,692
------- -------
$172,995 $105,778
======= =======
Note 5. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following:
March 31, December 31,
2000 1999
Accrued sales commissions and
royalties $ 3,506 $ 39,948
Payroll and payroll-related
liabilities 63,446 83,978
Other 42,018 138,538
-------- --------
$ 108,970 $ 262,464
======== ========
A provision for income taxes has not been recorded based upon the net
operating loss carryforward of approximately $3.9 million and the Company's
first quarter net loss. A valuation allowance has been provided for those
net operating loss carryforwards and temporary differences in view of the
Company's continuing losses for 2000.
Note 6. Amended Quarterly Filing
This amendment has been filed to correct the equity in losses of unconsolidated
affiliates previously recorded. The correction occurred as a result of
unconsolidated affiliate financial information received after the original
10-QSB filing.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Statements: No Assurances Intended
Item 2 contains certain forward-looking statements regarding the Company. Its
business, prospects and results of operations that are subject to certain
risks and uncertainties posed by many factors and events that could cause the
Company's actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking results include:
the Company's ability to successfully develop new products for new markets
such as Travel*Star 24; customer acceptance of new products; the possibility
of the Company losing a large customer or key personnel; one-time custom-
product promotions; the Company's ability to manage growth and to successfully
integrate recent strategic marketing and product development alliances; the
impact of competition on the Company's revenues; delays in the Company's
introduction of new products; and the possibility of the Company failing to
keep pace with emerging technologies.
Accordingly, no assurances can be given that events or results mentioned in
any such forward-looking statements will in fact occur. When used in this
discussion, words such as "believes" and phrases such as "are expected" and
similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. The Company
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are
urged to carefully review and consider the various disclosures made by the
Company in this report and in the Company's report Form 10-KSB filed with the
Securities and Exchange Commission.
The analysis of the Company's financial condition, capital resources and
operating results should be viewed in conjunction with the accompanying
financial statements, including the notes thereto.
OVERVIEW
Ultradata Systems, Incorporated ("The Company") is engaged in the manufacture
and marketing of hand-held data retrieval devices that employ proprietary
data compression technology developed by the Company. The Company was formed
as a corporation in 1986, named Laser Data Technologies, Inc. The name was
changed, in November 1994, to Ultradata Systems, Inc., to better reflect the
Company's business orientation.
The Company's primary focus has been in research, development, and marketing
of electronic consumer travel products which utilize the Company's proprietary
database and patented data compression technology for storing large quantities
of information on, and retrieving it rapidly from, a microprocessor memory
chip.
Each of the Company's consumer products is designed to allow the consumer to
access useful information stored in a convenient manner. The Company's
products generally sell at retail prices between $19.95 and $49.95 per unit.
The Company is in the process of expanding into the wireless/Internet
e-commerce market through its new products and new strategic partners. The
Company believes it has significant intellectual property in databases,
software, and patents that can be applied in innovative systems involving the
Internet and wireless applications. It has invested as a one-third owner in
Influence Data, LLC, with the objective that its web portal, DriveThere.com,
become a new kind of motor club for the new economy. DriveThere.com plans on
utilizing the Company's proprietary databases for innovative wireless
applications involving partnerships with major communications companies. The
Company also is completing development of an advanced portable auto navigation
product, a version of TRAVEL*STAR 24, that can connect through wireless
channels to the Internet to offer unique services. The Company's 24.9%
ownership in Talon Research and Development Company, LTD, of New Zealand
allows the Company to provide the TRAVEL*STAR 24 at a competitive price. The
Company also benefits from Talon's rapid growth in supplying GPS (Global
Positioning Satellite) receivers in Original Equipment Manufacture (OEM)
applications to the domestic and international markets.
The Company entered into a joint marketing agreement in February 2000 with
United Marketing Group (UMG), owners of the travel club ITC-50. In conjunction
with the agreement, the Company is developing a handheld unit that combines
the Company's interstate travel computer with the database of UMG's 50%-off
discount club hotels.
The Company is also planning to introduce several new products and to address
internet-related travel features in 2000, including:
(a) a handheld travel computer that combines the interstate travel data with
a cable link to the serial port of a personal computer, whereby turn-by-
turn directions can be downloaded from an internet site;
(b) the portable Travel(Star 24TM auto after-market navigation system, which
is expected to have future variants that include wireless capability;
(c) the Company has been working with its joint venture affiliate, Influence
Data, LLC in a program Influence Data has with Lucent Technologies to use
Lucent's PhoneBrowserTM technology, which accomplishes voice recognition
from a cell phone and provides travel information by automated voice back
to the user. Direction to services and towns for the traveler would be
accomplished by use of an ordinary cell phone with no additional hardware
required by the user. Existing cell phones could be used nationwide if
this were successfully developed and implemented.
RESULTS OF OPERATIONS
Net sales for the three months ended March 31, 2000 were $289,687, compared
to $1,083,791 for the three months ended March 31, 1999, representing a
$794,104, or 73.2%, decrease for the quarter. Approximately 30% of the first
quarter 2000 sales were to mass markets chain retailers, including ROAD WHIZ
PLUS sales to Kmart Stores, CAR AND DRIVER travel information computers to
Target Stores, with the remainder of the sales in handheld information
computers to premium, specialty catalogs, and miscellaneous retail outlets.
In the first quarter of 1999 the Company realized revenues of $452,759, or
41.8% of total revenue, attributable to a 1999 carryover credit-card and
direct-mail insert program. Exclusive of the credit-card and direct-mail
carryover amounts, consumer sales decreased $341,345, or 54.1%, due to
decreased post-holiday-season demand during the quarter ended March 31, 2000
compared to the quarter ended March 31, 1999.
Gross profit for the current quarter totaled $114,571 or 39.5% of consumer
product sales as compared to $547,037 or 50.5% for the quarter ended March
31, 1999. Gross profit was impacted by higher cost of sales during each of
the respective first quarters relative to the reduced sales volumes in each
quarter.
Selling expenses for the three months ended March 31, 2000 totaled $78,959
as compared to $718,510 for the quarter ended March 31, 1999, representing a
decrease of $639,551 or 89.0%. The decrease is due to a strategic shift from
the Company's use of expensive direct-mail marketing and credit card programs
to a higher dependence marketing alliances with mass-market channels during
the first quarter of 1999. Approximately $550,000 was expensed on direct-
mail marketing for the period ended March 31, 1999.
General and administrative expenses, for the three months ended March 31,
2000, totaled $443,792 as compared to $535,491 for the quarter ended March
31, 1999, representing a decrease of $91,699, or 17.1%. The decrease reflects
executive salary reductions and other cost-cutting measures made after the
first quarter in 1999.
Research and development expense decreased $2,993 or 3.0%, to $96,233 during
the quarter ended March 31, 2000 compared to the same quarter in 1999. The
Company's research and development efforts continue to be tightly focused on
Travel Star 24TM. The Company anticipates spending approximately $100,000 on
research and development during each of the remaining quarters of fiscal 2000
in order to complete the engineering of the Travel Star 24TM and to develop
advanced versions.
Other expense for the quarter ended March 31, 2000 totaled $15,222, compared
to other income of $107,368 for the quarter ended March 31, 1999,
representing a decrease of $122,890. Interest income rose to $18,934 from
$17,908 for the quarter ended March 31, 1999 due to larger investable balances
and higher money-market yields. Equity from affiliated companies decreased
to a loss of $65,316 compared to a gain of $54,884 for the period ended March
31, 1999, based on the fact that the Company realized a loss of approximately
$120,000 for its one-third interest in Influence Data, LLC. The investment in
Influence Data, LLC did not occur until the second quarter of 1999.
As a result of the foregoing, the Company posted a net loss of $(519,935) or
($0.17) per share for the quarter ended March 31, 2000 compared to a net loss
($698,822) or ($0.22) per share for the quarter ended March 31, 1999.
FINANCIAL CONDITION AND LIQUIDITY
Historically the Company has funded its operations primarily through the sale
of Common Stock, through periodic borrowings, and from cash generated by
operations. At March 31, 2000, the Company had $1,903,003 in cash and cash
equivalents, compared to $1,220,134 at December 31, 1999. The Company's
operating activities provided cash totaling $419,795, primarily due to the
collection of $1,044,240 in accounts receivable, partially offset by a net
loss of $519,935 for the quarter, a net increase in inventory of $76,736, and a
reduction of accrued expenses and other liabilities of $153,494.
In the quarter ended March 31, 1999 operating activities used $227,160 of
cash as a result of the reduction in accounts payable and accrued expenses of
$1,951,179, the net loss in the quarter ended March 31, 1999 of $698,822,
partially offset by reductions in accounts receivable of $1,616,595.
Net cash used by investing activities for the quarter ended March 31, 2000
totaled $59,947,which includes $4,669 of advances to an affiliated company
and $46,644 for capital expenditures. In the quarter ended March 31, 1999,
investing cash used totaled $26,286 primarily associated with investments in
and advances to affiliates. The current quarter increase is primarily due to
expenditures in 2000 for capital asset development for the software tools
relating to the Travel(Star 24TM product. Capital expenditures are expected
to aggregate $90,000 for the calendar year 2000.
Net cash provided by financing activities for the quarter ended March 31,
2000 of $323,020 included $314,625 from the proceeds of employee stock options
and $8,395 from the release of restricted cash. For the quarter ended March
31, 1999 the Company expended $2,125 to purchase treasury stock.
Based upon the changes in current assets and current liabilities including
those discussed above, net working capital for the quarter ended March 31,
2000 decreased to $4,342,552 at March 31, 2000 from $4,455,812 at December
31, 1999. The Company's current ratio at March 31, 2000 was 15.2 to 1, as
compared to 11.6 to 1 at December 31, 1999.
The Company has a letter of commitment for a secured line of credit totaling
$1.0 million including a $400,000 facility for a stand by letter of credit,
as part of a lending agreement between Talon and a New Zealand bank. The
credit facility is secured by the Company's accounts receivable, inventories
and equipment, with an interest rate of 1% over Prime Rate. The credit
facility expires July 1, 2000, and renewal will be sought to continue it for
another 12 months beyond. The Company has not been notified that such renewal
will not be forthcoming.
The Company's projections of cash flow indicate that the liquidity provided by
existing cash and cash equivalents, the credit facility described above, and
the cash generated from operations may not be sufficient to provide for the
inventory required to supply the Company's projected fourth quarter sales.
The Company is therefore negotiating additional financing to cover the
potential shortfall.
YEAR 2000 ISSUES
The Company implemented plans to address Year 2000 issues and did not
experience any Y2K problems at year's end. The primary focus of its initiative
to prepare for Y2K during 1999 included a complete review of the Company's
information technology systems, other support systems, and the readiness of
Company suppliers and customers. Expenses related to the determination of
Year 2000 compliance have been expensed as incurred and have not been
material to the financial results of the Company.
ULTRADATA SYSTEMS, INCORPORATED
10QSB
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
None
Item 2. Changes in Securities:
None
Item 3. Defaults upon Senior Securities:
None
Item 4. Submission of Matters to a Vote of Security Holders:
None
Item 5. Other Information:
Influence Incubator, LLC ("Influence") is the co-venturer with
the Company in Influence Data, LLC, which operates the website
"DriveThere.com." In connection with the initiation of that
relationship, the Company had given Influence options to purchase
160,000 shares of the Company's common stock at a blended price of
$3.00 per share.
The Company and Influence have now reached an agreement in
principle to amend the Agreement for the joint venture relationship.
The new agreement provides that the Company will advance Influence
$200,000 and will issue to Influence an option to purchase
150,000 shares at $4.00 per share and an option to purchase
150,000 shares at $5.00 per share to replace the original option
for 160,000 shares. Both the Company and Influence will, as part of
the aforementioned agreement, renew their commitment to work
together to develop DriveThere.com.
Item 6. Exhibits and Reports on Form 8-K:
1. Share Issue and Option Agreement dated March 23, 1998 among
Ultradata Systems, Inc., Talon Research & Development Co.,
Limited, and certain shareholders of Talon.
2. Variation of Option Deed dated August 27, 1998 between Talon
Research & Development Co., Limited, certain shareholders of
Talon, and Ultradata Systems, Inc.
3. Deed made in 1999 relating to Variation of Option Deed between
Talon Research & Development Co., Limited, certain shareholders
of Talon, and Ultradata Systems, Inc.
4. Internet Marketing Agreement dated May 1, 1999 between Ultradata
Systems, Inc. and Influence Data, LLC.
5. Operating Agreement of Influence Data, LLC dated May 3, 1999.
6. Option Agreement dated May 4, 1999 between Ultradata Systems,
Inc. and Influence Content, LLC.
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 thereunto duly authorized.
July 31, 2000 /s/ Monte Ross
Monte Ross, President and CEO
(Duly authorized officer and
principal financial officer)
