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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10K
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECRUITEIS
EXCHANGE ACT OF 1934. September 30,2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Date of Report: 12/22/03
Date of Earliest Event Reported 12/22/03
WIRELESS DATA SOLUTIONS, INC.
(Name of small business issuer as specified in its charter)
Commission File number 333-47395
Utah 93-0734888
(State of Incorporation) (I.R.S. Employer Identification No.)
2233 Roosevelt Road
Suite #5
St. Cloud, MN 56301
(Address of principal executive offices)
(320)-203-7477
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes__ No__X__
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Not Applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as the practicable date:
There were 15,142,434 shares of the Issuer's common stock outstanding
as of September 30,2003.
Wireless Data Solutions, Inc. Fiscal 2003
Prepared December 19, 2003
Item 5 OTHER EVENTS:
Wireless Data Solutions had previously reported to the Securities and
Exchange Commission of its inability to file a 10-KSB due to
insufficient funds to secure an audit for the year September 30, 2002.
This fact remains for year September 30, 2003, however, an audited
report will be filed as soon as cash flow permits. In lieu of filing
the annual report on Form 10-KSB, Wireless Data Solutions herewith
furnishes the information, for the year ending September 30, 2003,
required by rule 15c2-11 adopted under the Securities and Exchange Act
of 1935.
PART I
Except for the historical information contained herein, the following
discussion contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially
from those discussed here. Factors that could cause for contribute to
such differences include, but are not limited to, those discussed in
this section.
BUSINESS OVERVIEW
Wireless Data Solutions (the company) develops and markets digital
mobile data terminals and associated software for vehicle fleet
management and location in the United States, South America, Mexico,
and Canada. The equipment is designed, assembled, marketed and sold by
Distributed Networks, Inc. (DINET) a wholly owned subsidiary of
Wireless Data Solutions.
The foundation of the company's vehicle tracking and GPS location
system is its adaptable, intelligent and programmable Mobile Data
Terminal called "Data Mate". The MDTs are integrated with the
customer's existing two-way radios, or various other wireless medium,
providing valuable vehicle status information and solving a wide
variety of vehicle fleet management issues. The company's intelligent
MDTs contain a microprocessor and are very cost effective and
affordable for those companies desiring to lower operating costs and
maximize profitability through more efficient vehicle fleet
accountability.
Data Mate mobile data terminals from Wireless Data Solutions relieves
wireless spectrum congestion shared by voice communications by
searching out an opening in the spectrum and digitally transmitting a
digital wireless message of up to 244 alpha numeric characters in less
than a second, thus allowing dramatic increases in vehicle status and
location information to be sent back to the customer's central office.
The mobile data terminals also provide stored proof dates and times
during operation, silent emergency alarms, and RS232 connection to
mobile printers, credit card swipes and bar code scanners.
Coupled with the company's mobile data terminals, DINET, Wireless Data
Solutions wholly owned subsidiary, has designed and sold proprietary
software called FleetVantage GOLD which resides on the customer's
central office, Windows based, PC. The software translates the digital
data received from vehicle fleets and acts as a sophisticated message
handling center. FleetVantage GOLD provides specific mapping detail as
the vehicle's location "real time". All data sent and received by
FleetVantage GOLD is archived in the PC which can be accessed anytime
for documentation purposes.
The company's mission is focused on building a high growth and
profitable public corporation by manufacturing rugged and dependable
wireless communications equipment and software targeting specific niche
markets that have been determined to have high demand and few
competitors. Essentially the company's goal is to: "provide state of
the art vehicle location and status reporting products and software
that exceeds expectations of our customers; and after the sale and
installation, continue relationships with preeminent support and
product improvements upon which we know the customers can rely."
Wireless Data Solution occupies an office in St. Cloud, Minnesota, and
its wholly owned subsidiary DINET occupies office space in Oceanside,
California the principal location for all design, marketing and
distribution of the company's products and services. The company's
transfer agent is Computer Share Investor Services, 350 Indiana St.
Suite 800, Golden, Colorado.
BUSINESS DISCUSSION
The company's core business segment is the construction industry, but
more specifically the ready mix/concrete delivery industry. The company
has, however, sold products and software into other vertical markets
including "For Hire Transportation". Sales to the "For Hire
Transportation" market and other vertical markets are less than 2% of
total revenue for the company.
The company's financial performance in fiscal year 2003 resulted in a
drop in revenue from $1,029,891 to 838,221 or 19% due principally to a
relatively flat construction building trend in the U.S.; an increase in
competitive products, and; the need for DINET to develop a next
generation product addressing the additional needs of the industry.
Wireless Data Solutions most importantly recognizes the urgency in
addressing the decline in revenue and continues the process of
identifying a source for capital funding. The company also continues
to search out a merger or acquisition opportunity that will add value
and a new layer of products and services to market to other vertical
markets.
Capital Funding would be used for the development of the company's
"next generation" products and software essentially adding automation
to the vehicle reporting scheme when it passes GPS location and status
information from the vehicle to the customer's central office. The
ready mix industry has begun to incorporate automatic status reporting
and GPS location information to their operations which they acknowledge
improves efficiency, increases profitability and provides a greater
competitive advantage.
Through aggressive cost cutting efforts and reductions in the officer's
compensation, and nearly positive cash flow, management believes the
company is well positioned to maximize its efforts to create value and
opportunity for its shareholders.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Robert Chase
Since 2000, Mr. Chase has served as President of DINET, board member
and is currently protempore President of Wireless Data Solutions. Mr.
Chase has over 25 years of experience in the wireless industry, and has
served as business development consultant to a number of high
technology industries. His clients included Cubic Defense Systems,
Qualcomm, Inc., SAIC, SpaceCom Systems, ADC Telecommunications,
Teledyne Ryan Electronics and Pacific Communications Sciences, Inc. He
has been instrumental in formulating early plans for companies engaged
in wireless data and personally managed early sales and distribution
for high tech start ups. He has also assisted companies exit chapter 11
reorganization status. Mr. Chase has worked for Motorola, General
Electric and PacTel and was inducted into General Electric's Winners
Circle. Mr. Chase attended Oregon State University ('71).
Patrick Makovec, Chairman and CEO
Mr. Makovec has been an officer and board member of the Company since
December 1987. He was instrumental in the acquisition of Dinet, and
evaluating it prior to its acquisition by the Company. He was also
involved in the restructuring of Dinet to strengthen the base from
which to more it forward. He is the Board Chairman and
Secretary/Treasurer of Dinet. He was formerly the President of Tel
Corp. Leasing in St. Cloud, MN, and holds a M.S. Degree in Accounting
from the University of Wisconsin. He owns approximately 8% of the
shares outstanding.
WIRELESS DATA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Financial Statements
For the years ended
September 30, 2002 and September 30, 2003
(UNAUDITED)
WIRELESS DATA SOLUTIONS, INC. AND SUBSIDARY
Consolidated Balance Sheet
September 30,2003 and 2002
Assets
09/30/03 09/30/02
(unaudited) (unaudited)
Current Assets
Cash and Cash Equivalents $23,394 $75,121
Trade Accounts recievable, net off estimated
Allowance for doubtful accounts of($54,053) 20,302 96,113
Inventory 71,101 79,617
Prepaid Expenses 2,708 __ -__
Total Current Assets $117,505_ $250,851
Property and Equipment
Office fixtures and equipment 72,049 72,049
Leasehold improvements __- -___
72,049 72,049
Less: accumulated depreciation 65,617 52,807
Net Property and Equipment 6,432 19,241
Other Assets
Security Deposits 5,074 5,636
Total Assets $129,011 $213,236
Liabilities and Stockholders-Equity (Deficiency)
09/30/03 09/30/02
(unaudited) (unaudited)
Current Liabilities:
Note Payable-Stockholder $50,000 $50,000
Accounts Payable and accrued expenses 96,046 223,840
Other Current Liabilities 34,839 8,667
Total Current Liabilities 180,885 282,507
Other Liabilities:
Due to Officers 32,169 21,336
Total Liabilities $213,054 $303,843
Minority Interests in consolidated subsidaries 20,000 20,000
Commitment and contingencies
Stockholders-Equity (Deficiency)
Preferred Stock, $.002 par value; 3,000,000 shares
Authorized; no shares issued or outstanding - -
Common Stock, $.001 par value; 25,000,000 shares
Authorized; 15,142,434 issued 15,142 15,142
Common stock to be issued 410,126 410,126
Additional Paid in Capital 2,373,962 2,373,962
Accumulated Deficit (2,903,273) (2,847,345)
Total Stockholders-Deficiency (104,043) (48,115)
Total Liabilities and Stockholder Deficiency $129,011 $275,728
WIRELESS DATA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statement of Operations
For the Years Ended September 30, 2003 and 2002
2003 2002
(unaudited) (unaudited)
Revenue
Net Product Sales $746,015 $938,281
Repairs and Maintenance 45,252 55,538
Engineering Services 41,630 -___
Total Revenue 832,897 993,819
Cost of Sales 305,527 345,689
Gross Profit 527,370 648,130
Operating expenses 578,341 762,870
Operating Income (loss) (50,971) (114,740)
Other Income (Expense)
Miscellaneous Income 200 263
Interest Income 21 5
Interest Expense 5,178 5,000
Other Income(expense) 5,399 5,268
Net Income (Loss) $(55,928) $(119,472)
Basic and diluted income (loss) per common share $0.004 $(0.009)
Weighted average common shares outstanding 15,142,434 13,265,333
WIRELESS DATA SOLUTIONS, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the Years Ended September 30, 2003 and 2002
2003 2002
(unaudited) (unaudited)
Cash Provided by(used in)
Operating Activities:
Net Income(loss) (55,927) (119,472)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation 12,809 16,293
Common Stock to be issued for services - -
Issuance of Common Stock for services - 18,000
(Increase) decrease in assets:
Security Deposits (562) -
Accounts Receivable 75,811 38,042
Inventory 8,516 44,924
Prepaid Expenses and other assets (2,708) 4,848
Increase (decrease) in liabilities:
Accounts Payable and accrued expenses (103,586) (115,600)
Advances from customers - (5,828)
Due to Officers 12,797 740
Other Current Liabilities 31,173
Net cash used in Operating activities (51,726) (63,119)
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable - 150,000
Proceeds from issuance of common stock -
Proceeds from stock to be issued - -
Repayment to officers -____ ________
Net cash provided by financing activites: 150,000
Net Increase (decrease) in
Cash and Cash Equivalents (51,727) 63,120
Cash and cash equivalents, beginning of period 75,121 12,001
Cash and cash equivalents, end of period $23,395 $75,121
Supplemental Information:
Cash Paid for Income Taxes $800 $800
WIRELESS DATA SOLUTIONS
Consolidated Statement of Changes in Stockholders Equity
For the year ended September 30,2003
Common Stock
Number Additional
Of Paid-In Accumulated
Shares Amount Capital Deficit
Balance,Sept.30,2000 10,917,124 10,917 2,007,834 (2,098,948)
Issuance of Common Stock 50,000 50 18,700 -
For services at
$.375 Per share
Stock to be issued - - - -
Net Loss - - - (628,925)
Balance Sept 30,2001 10,967,124 10,967 2,026,534 (2,727,873)
(Audited)
Issuance of common stock
For services at
$.04 per share 450,000 450 17,550 -
Issuance of common stock
For debt reduction
At $.41 per share 182,296 182 74,818 -
Issuance for common stock
For debt reduction
At $.20 per share 543,014 543 108,060 -
Issuance of common stock
For working capital
At $.05 per share 3,000,000 3,000 147,000 -
Balance Sept 30, 2002 - - - (119,472)
(Unaudited)
15,142,434 $15,142 $2,373,962 ($2,847,345)
Net Loss 9/30/03 (55,927)
Balance Sept 30, 2003
(Unaudited) 15,142,434 $15,142 $2,373,962 $7,810
WIRELESS DATA SOLUTIONS
Consolidated Statement of Changes in Stockholders Equity
For the year ended September 30,2003
Common Stock Total
To be Issued
Balance,Sept.30,2000 29,545 (50,652)
Issuance of Common Stock
For services at
$.375 Per share (8,745) 10,005
Stock to be issued 572,929 572,929
Net Loss - (628,925)
Balance Sept 30,2001 593,729 (96,643)
(Audited)
Issuance of common stock
For services at
$.04 per share - 18,000
Issuance of common stock
For debt reduction
At $.41 per share (75,000) -
Issuance for common stock
For debt reduction
At $.20 per share (108,603) -
Issuance of common stock
For working capital
At $.05 per share - 150,000
Net loss for fiscal year end - (119,472)
Balance Sept 30, 2002
(Unaudited)
$410,126 $(48,115)
Net Loss 9/30/03 55,927
Balance Sept 30, 2003
(Unaudited) $410,126 ($104,042)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULT OF OPERATIONS
Liquidity and Capital Resources
The company's current assets totaled approximately $117,000 compared to
$250,000 one year ago. Total current liabilities totaled approximately
$146,000 compared to $282,000 in the prior year. Cash was down
approximately 52,000 over the previous year. Accounts receivable and
inventory were also down reflecting the reduced sales in 2003. The
company fully realizes that its long-term viability rests on increasing
sales substantially, which need to be accomplished through either the
merger/acquisition strategy, or some type of equity funding.
RESULTS OF OPERATIONS
Revenues declined by approximately $191,000 compared to fiscal year
2002. 2003 losses totaled approximately $55,000 compared to $119,000
one year ago. Vigorous cost cutting was a highly significant factor on
maintaining adequate cash flows. The general economic conditions along
with the need for advanced technology were viewed as the major factors
in the sales decline.
SUBSEQUENT EVENTS
None to Report
MARKET PRICE OF COMMON EQUITY
Quarter Ending High Bid Low Bid
12/31/01 5/32 1/8
3/28/02 1/6 1/32
6/28/02 1/16 1/16
9/30/02 1/32 1/32
12/30/02 1/32 1/32
3/31/03 1/40 1/40
6/26/03 1/40 1/40
9/30/03 1/50 1/50
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.
December 22, 2003 WIRELESS DATA SOLUTIONS, INC.
/s/ Patrick Makovec
Patrick Makovec
Chairman of the Board