-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rxm8k+8APhnj9RFjPsgvI3hkSSU9VI9YwMQy7UaGyX0RlmGw68tz1Xl5ZTwzOhAT gmimvNORUBNfIlVswbeDvw== 0001020568-99-000042.txt : 19991018 0001020568-99-000042.hdr.sgml : 19991018 ACCESSION NUMBER: 0001020568-99-000042 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990810 ITEM INFORMATION: FILED AS OF DATE: 19991005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-02749 FILM NUMBER: 99722870 BUSINESS ADDRESS: STREET 1: 110 E ATLANTIC AVENUE STE 134 CITY: DELRAY BEACH STATE: FL ZIP: 33444 BUSINESS PHONE: 5162799634 MAIL ADDRESS: STREET 1: 110 E ATLANTIC AVENUE STE 134 CITY: DELRAY BEACH STATE: FL ZIP: 33444 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 10,1999 Distinctive Devices, Inc. (Exact name of Registrant as Specified in Charter) New York 0-2749 13-1999951 (State of incorporation) (Commission (IRS Employer File Number) Identification No.) 110 East Atlantic Avenue, Suite 230, Delray Beach, Florida 33444 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (561) 279-9634 Former Name or Former Address, if Changed Since Last Report Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Financial Statements (a) Financial Statements of Business Acquired: The audited financial statements of EagleView Industries, Inc. as of December 31, 1998 and the unaudited financial statements of EagleView Industries, Inc. as of June 30, 1999, the related statements of operations, changes in stockholders' equity and cash flows for the periods February 5, 1998 (inception) to December 31, 1998 and for the six months ended June 30, 1999 are filed as part of this Current Report on Form 8-K/A. (b) Pro Forma Financial Information required pursuant to Article 11 of Regulation S-X: The unaudited pro forma consolidated Balance Sheet of Distinctive Devices, Inc. and EagleView Industries, Inc. as of June 30, 1999 and the pro forma consolidated statements of operations of Distinctive Devices, Inc. for the seven months ended June 30, 1999 and of EagleView Industries, Inc. for the six months ended June 30, 1999. (c) Exhibits: 20.1 Registrant's Schedule 14(f)(1), Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14(f)(1) thereunder (filed with the Commission on August 11, 1999, and incorporated herein by reference). 10.1 Stock Exchange Agreement dated June 18, 1999 among the Company, EagleView Technologies, Inc. and Alfred M. Carroccia Jr., collectively the "Shareholders" (incorporated by reference to Exhibits of the Company's Current Report on Form 8-K dated June 18, 1999, filed on June 22, 1999). 10.2 Amendment to Stock Exchange Agreement entered into on August 6, 1999 among the Company, EagleView Technologies, Inc., Alfred M. Carroccia Jr., William Hucks, Walter E. Freeman, James R. Hawk, and Joanne L. Kalt, collectively the "Shareholders" (incorporated by reference to Exhibit 2 of Schedule 13D of EagleView Technologies, Inc., EagleView Properties, Inc., Michael J. Paolini, and Kimberly Paolini, dated August 10, 1999 and filed on August 24, 1999.) 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. Distinctive Devices, Inc. (Registrant) Date: October 4, 1999. By: /s/Earl M. Anderson, Jr. Earl M. Anderson, Jr. Chief Financial Officer and Secretary INDEX TO FINANCIAL STATEMENTS Page EagleView Industries, Inc.: INDEPENDENT AUDITOR'S REPORT F-1 FINANCIAL STATEMENTS: Balance Sheets F-2 Statement of Operations F-3 Statement of Changes in Stockholders' Equity F-4 Statement of Cash Flows F-5 NOTES TO FINANCIAL STATEMENTS F-6 Pro Forma Financial Statements: Introduction F-11 Unaudited Pro Forma Consolidated Balance Sheet F-12 Unaudited Pro Forma Consolidated Statement of Operations F-13 Notes to Unaudited Pro Forma Consolidated Financial Statements F-14 INDEPENDENT AUDITOR'S REPORT To the Board of Directors EagleView Industries, Inc. Boca Raton, Florida We have audited the accompanying balance sheet of EagleView Industries, Inc. (A Development Stage Company), as of December 31, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the period from February 5, 1998 (inception) to December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EagleView Industries, Inc., as of December 31, 1998 and the results of its operations and its cash flows for the period from February 5, 1998 (inception) to December 31, 1998, in conformity with generally accepted accounting principles. GOLDSTEIN LEWIN & CO. Boca Raton, Florida June 16, 1999 EAGLEVIEW INDUSTRIES, INC. (A Development Stage Company) BALANCE SHEETS ASSETS December 31, 1998 June 30, 1999 (unaudited) CURRENT ASSETS Cash $ 5 $ 194,884 Prepaid Expenses 8,000 Due from Parent 100 9,717 Due from Related Party 5,200 ----- ------- Total Current Assets 105 217,801 PROPERTY AND EQUIPMENT, Net 46,019 OTHER ASSETS 3,404 ------ ------- $ 105 $ 267,224 ====== ======= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES $ - $ - ------ ------- COMMITMENT STOCKHOLDERS' EQUITY Common Stock, Par Value $.0001 Per Share Authorized 10,000,000 Shares; 300 410 Additional Paid-in Capital 550,420 Deficit Accumulated During the Development Stage (195) (283,606) ------ ------- 105 267,224 ------ ------- $ 105 $ 267,224 ====== ======= EAGLEVIEW INDUSTRIES, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS Period from February 5, 1998 (Inception) to Six Months December 31, 1998 June 30, 1999 Ended June 30, 1999 (unaudited) (unaudited) REVENUE $ $ $ GENERAL AND ADMINISTRATIVE EXPENSES 195 283,606 283,411 ---- ------- ------- Net (Loss) $ (195) $ (283,606) $ (283,411) ==== ======= ======= EAGLEVIEW INDUSTRIES, INC. (A Development Stage Company) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Deficit Accumulated Additional During the Common Stock Paid-in Development Shares Amount Capital Stage Initial Capitalization on February 5, 1998 3,000,000 $ 300 $ $ Net (Loss) (195) --------- --- ------- --- Balance, December 31, 1998 3,000,000 300 (195) Issuance for Cash (unaudited) 1,101,060 110 550,420 Net (Loss) (unaudited) (283,411) -------- --- ------- ------- Balance, June 30, 1999 (unaudited) 4,101,060 $ 410 $ 550,420 $ (283,606) ========= === ======= ======= EAGLEVIEW INDUSTRIES, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS Period from February 5, 1998 (Inception) to Six Months December 31, 1998 June 30, 1999 Ended 06/30/99 (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $ 195 $ (283,606) $ (283,411) Adjustments to Reconcile Net (Loss) to Net Cash Used in Operating Activities: Depreciation Expense 1,886 1,886 Change in Assets (Increase) In: Prepaid Expenses (8,000) (8,000) Other Assets (3,404) (3,404) ---- ------- ------- Net Cash Used in Operating Activities (195) (293,124) (292,929) ---- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property and Equipment (47,905) (47,905) ---- ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issuance of: Common Stock 300 550,830 550,530 Loans to Parent (100) (9,717) (9,617) Advance to Related Party (5,200) (5,200) ---- ----- ----- Net Cash Provided by Financing Activities 200 535,913 535,713 ---- ------- ------- Increase in Cash 5 194,884 194,879 Cash: Beginning 5 Ending $ 5 $ 194,884 $ 194,884 == ======= ======= EAGLEVIEW INDUSTRIES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Information with respect to the six months ended June 30, 1999 is unaudited) NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization EagleView Industries, Inc. (the "Company") was incorporated in Florida on February 5, 1998. The Company at December 31, 1998, was a wholly owned subsidiary of EagleView Technologies, Inc. (EVT), a Florida corporation, a company in the telecommunications industry. At June 30, 1999, EVT held approximately 70% of the outstanding and issued shares. The Company was established to engage in the development and implementation of high quality, low cost broad bandwidth wireless connectivity for Internet, data and video telecommunications services. Currently, the Company is focusing on high-speed digital wireless Ethernet and Internet access systems. As of June 30, 1999, the Company was in the development stage, planned operations have not commenced and its activities were limited to the establishment of the Corporation. The Company's current cash and available credit is not sufficient to support its proposed activities for the next year. Accordingly, management will need to seek equity financing or other financing and ultimately to successfully market its services. These financial statements have been prepared on the basis that adequate financing will be obtained (Notes 4 and 7). Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over the assets' estimated useful lives. Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Audit Risk At times, the Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. The Company places its temporary cash investments with high quality financial institutions. Unaudited Information The accompanying balance sheets, statements of income, statements of changes in shareholders' equity and statements of cash flows as of and for the six months ended June 30, 1998 are unaudited and have been prepared on the same basis as the audited financial statements included herein. In the opinion of management, such unaudited financial statements include all adjustments necessary to present fairly the information set forth therein, which consists solely of normal recurring adjustments. The results of operations for the interim period presented are not necessarily indicative of the results for a full year. New Accounting Standards In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The new statement requires all derivatives to be recorded on the balance sheet at fair value and establishes new accounting rules for hedging instruments. The statement is effective for years beginning after June 15, 1999. The Company is assessing the impact this statement will have on the financial statements. NOTE 2: PROPERTY AND EQUIPMENT Property and equipment consists of the following at June 30, 1999: Furniture $ 6,253 Technical Equipment 11,523 Computer Equipment 30,129 ------ 47,905 Less: Accumulated Depreciation 1,886 ------ $ 46,019 ====== NOTE 3: INCOME TAXES The deficit accumulated during the development stage (inception through June 30, 1999) of approximately $284,000 will be capitalized for income tax purposes as accumulated start-up costs, and is to be amortized over a sixty month period beginning upon commencement of operations. The Company has recorded a valuation allowance of approximately $97,000 with respect to any future tax benefits arising from the amortization of the development costs due to the uncertainty of their ultimate realization. NOTE 4: PRIVATE PLACEMENT The Company began offering October 1, 1998, in a private placement, 2,000,000 shares of its $.0001 par value common stock, at a price of $.50 per share. The shares are being offered on a best efforts basis with no minimum. The offering terminates upon the placement of all shares or the termination of the offering by the Company During the six months ending June 30, 1999, the Company issued 1,101,060 shares of common stock for $550,530 in cash. NOTE 5: COMMITMENTS Licensing Agreement The Company has entered into a licensing agreement with EVT, providing for the Company to have the exclusive use of certain technology and patents, in exchange for nominal consideration. Management Agreement The Company has entered into a management agreement with EVT, whereby EVT will provide management, accounting and administrative services for a fee of $8,000 per month. The agreement is effective January 1, 1999, and has no fixed termination date. Management fees aggregate $48,000, $48,000 and $0 for the six months ended June 30, 1999, and the periods from February 5, 1998 (inception) to June 30, 1999, and December 31, 1998, respectively. Operating Lease The Company has entered into a noncancelable operating lease for office space commencing on April 1, 1999, providing for a monthly base rent of $1,400 plus tax, operating expenses and common area maintenance. The base rent is subject to annual increases of 5%. The lease expires March 31, 2004. Future minimum lease payments under the noncancelable operating lease for each of the years subsequent to June 30, 1999 is as follows: Year Ended June 30, 2000 $ 17,010 2001 17,861 2002 18,754 2003 19,691 2004 15,315 ------ $ 88,631 ====== NOTE 6: RELATED PARTY TRANSACTIONS Net advances to EVT aggregated $9,717 and $100 at June 30, 1999 and December 31, 1998, respectively. In addition, the Company has made advances on behalf of a company, in which the president of the Company is a stockholder, of $5,200 and $0 at June 30, 1999 and December 31, 1998, respectively. These advances are non-interest bearing, unsecured and provide no set repayment terms. Rent expense aggregated $5,387, $5,387 and $0, for the six months ended June 30, 1999, and the periods from February 5, 1998 (inception) to June 30, 1999 and December 31, 1998, respectively. NOTE 7: EVENT (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR'S REPORT On August 10, 1999, Distinctive Devices, Inc. (DDI), a public shell corporation, acquired 80.7% of the outstanding common stock of the Company. DDI issued 8,051,340 shares of its common stock to the stockholders of the Company as part of the acquisition. As a result of this transaction control of the public shell corporation was effectively changed. The stock exchange agreement also provides that within thirteen months following the closing date, DDI will offer to exchange additional shares of its common stock for the balance of the shares of the Company's common stock that are outstanding. For accounting purposes, the acquisition will be treated as a recapitalization of EagleView with EagleView as the acquirer (reverse acquisition), consequently, goodwill will not be recorded in the merger. DISTINCTIVE DEVICES, INC. Unaudited Pro Forma Consolidated Financial Data The accompanying unaudited pro forma consolidated financial statements reflect the consolidated results of operations of Distinctive Devices, Inc. (DDI), for the seven months ended June 30, 1999 and EagleView Industries, Inc. (EagleView) for the six months ended June 30, 1999, and the unaudited consolidated balance sheet as of June 30, 1999 after giving pro forma effect to the recapitalization as if it occurred on January 1, 1999. The unaudited pro forma consolidated financial statements should be read in conjunction with the respective historical financial statements of EagleView and DDI. The unaudited pro forma information does not purport to be indicative of actual results that would have been achieved had the acquisition actually been completed as of the dates indicated nor which may be achieved in the future. On August 10, 1999, DDI acquired 80.7% of the outstanding common stock of EagleView. For accounting purposes, the acquisition has been treated as a recapitalization of EagleView with EagleView as the acquirer (reverse acquisition). Pro forma information giving effect to the acquisition as if the acquisition took place January 1, 1999 is presented below. DISTINCTIVE DEVICES, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of June 30, 1999 Distinctive EagleView, Pro Forma Devices, Inc. Industries Inc. Adjustments Pro Forma (a) (b) (c) ASSETS Current Assets: Cash $ 401,955 $ 194,884 $ $ 596,839 Receivables 5,255 14,917 20,172 Prepaid Expenses 8,000 8,000 ------- ------- ------ ------- Total Current Assets 407,210 217,801 625,011 Property and Equipment, Net 150 46,019 46,169 Other Assets 750 3,404 4,154 ------- ------- ------ ------- $ 408,110 $ 267,224 $ $ 675,334 ======= ======= ====== ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts Payable and Accrued Expense $ 2,600 $ $ $ 2,600 ----- ------- ----- ----- Total Current Liabilities 2,600 2,600 ----- ------- ----- ----- Minority Interest 51,574 51,574 ------ ------ Shareholders' Equity: Common Stock 205,995 410 408,243 614,648 Additional Paid-in Capital 630,178 550,420 (890,480) 290,118 Accumulated Deficit (430,663) 430,663 Deficit Accumulated During the Development Stage (283,606) (283,606) ------- ------- ------- ------- Total Shareholders' Equity 405,510 267,224 (51,574) 621,160 ------- ------- ------ ------- $ 408,110 $ 267,224 $ - $ 675,334 ======= ======= ====== ======= See Notes to Unaudited Pro Forma Consolidated Financial Statements DISTINCTIVE DEVICES, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the For the Seven Months Six Months Ended Ended June 30, June 30, 1999 1999 Distinctive EagleView Pro Devices, Inc. Industries, Inc. Forma (d) (e) Revenue $ - $ - $ - General and Administrative Expenses 49,360 283,411 332,771 ------ ------- ------- Other Income: ` Covenant Not to Compete 13,500 13,500 Interest and Other Income 9,556 9,556 ------ ------- ------- 23,056 23,056 ------ ------- ------- Net (Loss) $ (26,304) $(283,411) $(309,715) ====== ======= ======= Net (Loss) Per Common Share (Basic and Diluted) $ (.01) $ (.03) === === Weighted Average Number of Common Shares Outstanding 4,119,902 (f) 12,292,954 See Notes to Unaudited Pro Forma Consolidated Financial Statements NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet (a) Represents the unaudited balance sheet of DDI as of June 30, 1999. (b) Represents the unaudited balance sheet of EagleView as of June 30, 1999. (c) Represents the acquisition of 80.7% of the outstanding common stock of EagleView. For accounting purposes, the acquisition has been treated as a recapitalization of EagleView with EagleView as the acquirer (reverse acquisition). DDI issued 8,051,340 shares of its common stock to the stockholders of EagleView as part of the acquisition plus 121,712 shares of common stock as a finder's fee to an individual. The stock exchange agreement also provides that within thirteen months following the closing date, DDI will offer to exchange additional shares of its common stock for the balance of the shares of EagleView common stock that are outstanding. In addition, if within thirteen months of the closing additional shares are issued to acquire the balance of EagleView common stock, DDI will issue as an additional finder's fee such number of shares which will equal 1% of the common shares issued in exchange for the balance of the EagleView common stock. Unaudited Pro Forma Consolidated Statement of Operations (d) Represents the unaudited results of DDI for the seven months ended June 30, 1999 (the separate results of DDI for the month of December 1998, are not meaningful). (e) Represents the unaudited results of EagleView for the six months ended June 30 31, 1999. (f) In calculating earnings per share, effect has been given to the issuance of 8,173,052 shares of common stock as a result of the recapitalization (see c above). -----END PRIVACY-ENHANCED MESSAGE-----