-----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, JWEaZz6k/+ZQhwja0XGAk6qFf0slCTRQPiMwB/OYzz0tGSKMJD1KRdXdZcpJUXqm Zf2o5BNyw7lqiZCW7uqdvw== 0001016295-98-000129.txt : 19980922 0001016295-98-000129.hdr.sgml : 19980922 ACCESSION NUMBER: 0001016295-98-000129 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980921 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRANDEUR INC CENTRAL INDEX KEY: 0000894498 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870434294 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 033-55254-15 FILM NUMBER: 98712132 BUSINESS ADDRESS: STREET 1: 1800 E SAHARA STREET 2: STE 107 CITY: LAS VEGAS STATE: NV ZIP: 89104 BUSINESS PHONE: 8014857775 MAIL ADDRESS: STREET 1: 1800 E SAHARA STREET 2: SUITE 107 CITY: LAS VEGAS STATE: NV ZIP: 89104 10QSB/A 1 AMENDED QUARTERLY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB/A (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, 1998 Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from _________ to ___________ Commission file number 33-55254-15 GRANDEUR, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) NEVADA 87-0438451 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 1801 McGill College, Suite 1330, Montreal, Quebec Canada H3A 2N4 (Address of Principal Executive Offices) (Zip Code) (Issuer's Telephone Number, Including Area Code) (514) 282-9000 Indicate by a check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding as of May 31, 1998 $.001 PAR VALUE CLASS A 13,848,300 SHARES COMMON STOCK PART I FINANCIAL INFORMATION ITEM 1. Financial Statements. The accompanying unaudited financial statements (pages F-1 through F-4) have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations cash flows and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operation and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended March 31, 1998 are not necessarily indicative of the results that can be expected for the year ending December 31, 1998. ITEM 2. Management's Plan of Operation. Pursuant to an Agreement made and entered into on February 25th 1998 Grandeur Inc. (the "Company") issued and delivered on February 26, 1998, 12,848,300 shares of its Common Stock bearing a restrictive legend to 3127575 Canada Inc., a Canadian Corporation, in exchange for which issuance, it acquired all of the outstanding shares of 3127575 Canada Inc. Through 3127575 Canada Inc., the Company has become the exclusive licensee of the del-ID technology for personal identification by means of electronic scanning of finger characteristics. 3127575 Canada Inc., obtained these exclusive rights by the Exclusive License Agreement dated November 12, 1997 between it and Pierre de Lanauze, inventor of the del-ID technology. The transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof. Also, because the 12,848,300 shares were issued solely to non- U.S. persons, the transaction qualified for exemption under Rules 901 et seq. of Regulation S. Following the above transaction the former shareholders of 3127575 Canada Inc. owned 92.78% of the outstanding shares of the Company. The del-ID technology permits precise and positive authentication of the identity of any living individual and is applicable to a wide range of financial transactions where authentication of the individual is necessary to eliminate fraud and other improper use of services. The del-ID system collects biological data from the finger image of the individual and transfers the image to a unique electronic signature called the "del-gram". The del-gram is not a digitized bitmap image of the finger, but a synthesized subset of biological data sufficient to identify the individual. Patent protection is currently pending for the del-ID system in the United States and in other major countries. 2 Commercial applications of the del-ID technology are numerous and include access to the information highway/internet, identification of employees working from a home office and requiring access to certain databases or information, health cards, social insurance cards, drivers' licenses, passport control encryption and access to confidential files, control of payment by debit or credit payment systems such as credit cards, smartcards, authentication of oral telephone ordering, access control to sensitive areas, hotel room access, cellular and digital telephone controls, automobile entry and protection, census and election control, door locks, vault locks, residential alarm system controls, timesheet management, student file management and many others. The Company expects to encounter substantial competition in the business in which it proposes to engage. It is likely that the competing entities will have significantly greater experience, resources, facilities, contacts and managerial expertise than the Company and will, consequently, be in a better position than the Company to obtain access to and to engage in the proposed business. The Company may not be in a position to compete with larger and more experienced entities. Business opportunities in which the Company may ultimately participate are likely to be very risky and extremely speculative. The Company will not manufacture del-ID cards or card readers directly. This will tend to minimize the capital requirements of the company, its principal activities being limited to marketing the del-ID system to manufacturers and/or users internationally. Anticipated sources of revenue are license fees payable by government agencies and corporate entities for the right to manufacture, use or sell cards and card readers incorporating the del-ID system, as well as royalty payments by such entities for each card and reader employed in a del-ID system. As of March 31, 1998, the Company's balance sheet showed an accumulated deficit of $1,141,376, an increase of $174,033 during the first quarter. Operations to date have been financed principally by loans from senior management and others. Additional unsecured loan facilities continued to be available and are believed by management to be sufficient to finance operations over the next several months, pending the anticipated initial receipt of contract revenues during the second half of the 1998 fiscal year. No financing involving the issuance of additional shares is presently contemplated. The Company had a net loss of $143,643 for the three months ended March 31, 1998. The Company will continue to seek marketing opportunities for product licensing with governmental agencies and corporate entities on world-wide basis. As the Company will be engaged in securing licensing contracts for use of its existing del-ID technology, no significant expansion of the physical plant, equipment or number of employees is foreseen for the period of the next twelve months. 3 ITEM 6. Exhibits and Report on Form 8-K The Acquisition Agreement dated February 25, 1998 and the Exclusive License Agreement dated November 12, 1997 were included as exhibits to a report on Form 8-K filed by the Company on March 10, 1998 which documents and Form 8-K are incorporated herein by reference. Items addressed in the report on Form 8-K were: Item 1: Change in Control of Registrant Item 2: Acquisition or Disposition of Assets Item 6: Resignation of Directors Item 7: Financial Statements and Exhibits Item 9: Sale of Equity Securities Pursuant to Regulation S. 4 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized Grandeur, Inc. Date: September 18, 1998 By: Pierre de Lanauze, President, Chairman of the Board and Director 5 GRANDEUR INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEET (Unaudited)
March 31, 1998 ---------------------- ASSETS CURRENT ASSETS Accounts receivable $ 87,068 Prepaid expenses 13,400 Receivable-related party 109,418 Receivable - officer 181,673 ---------------------- TOTAL CURRENT ASSETS 391,559 OTHER ASSETS Property and equipment 132,917 License from related party 1 132,918 ---------------------- $ 524,477 ====================== LIABILITIES & DEFICIT CURRENT LIABILITIES Cash overdraft $ 2,292 Accounts payable and accrued liabilities 120,532 Payable-related party 98,854 Payable - officer 995,387 Loan payable 245,343 ---------------------- TOTAL CURRENT LIABILITIES 1,462,408 STOCKHOLDERS' DEFICIT Common Stock $.001 par value: Authorized - 100,000,000 shares Issued and outstanding 13,848,300 shares 13,848 Additional paid-in capital 189,597 Deficit accumulated during the development stage (1,141,376) ---------------------- TOTAL STOCKHOLDERS' DEFICIT (973,931) ---------------------- $ 524,477 ======================
F - 1 GRANDEUR INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, 1998 1997 ------------------ ------------------ Net sales $ 0 $ 0 Cost of sales 0 0 ------------------ ------------------ GROSS PROFIT 0 0 Depreciation and amortization 13,078 0 Interest expense 2,098 0 Research and development 11,187 0 General and administrative expenses 117,280 0 ------------------ ------------------ NET LOSS $ (143,643) $ 0 ================== ================== Net income (loss) per weighted average share $ (.03) $ .00 ================== ================== Weighted average number of common shares used to compute net income (loss) per weighted average share 5,282,767 1,000,000 ================== ==================
F - 2 GRANDEUR INC. AND SUBSIDIARY (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, 1998 1997 --------------- --------------- OPERATING ACTIVITIES Net (loss) $ (143,643) $ 0 Adjustments to reconcile net (loss) to cash used by operating activities: Depreciation 13,078 0 Changes in assets and liabilities 123,140 0 --------------- --------------- NET CASH USED BY OPERATING ACTIVITIES (7,425) 0 INVESTING ACTIVITIES Organization costs 0 0 --------------- --------------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 0 0 FINANCING ACTIVITIES Loan proceeds 13,382 0 Loan repayments (7,043) 0 --------------- --------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 6,339 0 --------------- --------------- DECREASE IN CASH AND CASH EQUIVALENTS (1,086) 0 Cash and cash equivalents at beginning of year (1,206) 0 --------------- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ (2,292) $ 0 =============== =============== Cash paid for interest $ 2,098 $ 0 =============== ===============
F - 3 EX-27 2 FDS -- 1ST QTR AMENDED
5 This schedule contains summary financial information extracted from Grandeur Inc. March 31, 1998 consolidated financial statements and is qualified in its entirety by reference to such financial statements. 0000894498 Grandeur Inc. 3-MOS DEC-31-1998 MAR-31-1998 0 0 196,486 0 0 391,559 190,038 (57,121) 524,477 1,462,408 0 0 0 13,848 (987,779) 524,477 0 0 0 0 143,643 0 2,098 (143,643) 0 (143,643) 0 0 0 (143,643) (.03) (.03)
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