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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): March 4, 2005
ELECTRONIC CONTROL SECURITY INC.
(Exact name of registrant as specified
in its charter)
New Jersey 0-30810 22-2138196
(State or other jurisdiction (Commission
IRS Employer
of incorporation) File Number) Identification
No.)
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code:
--------------------------------------------------------------
(Former name or former address, if
changed since last report.)
Check the appropriate box below if
the Form 8-K filing is intended to
simultaneously satisfy the filing
obligation of the registrant under
any of the
following provisions (see General
Instruction A.2. below):
|_| Written communications pursuant
to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant
to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications
pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications
pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 9.01 Financial Statements and
Exhibits.
(a) Financial statements of business
acquired.
The following financial statements
of Clarion Sensing Systems, Inc.,
the
acquired business, are submitted at
the end of this Amendment to Current
Report
on Form 8-K/A, and are filed herewith
and incorporated herein by reference:
(i) Financial statements of businesses
acquired.
Financial Statements Page
-------------------- ----
Audited Financial Statements of Clarion
Sensing Systems, Inc. for the Year
ended
December 31, 2004 1-9
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.
ELECTRONIC CONTROL SECURITY INC.
Date: August 12, 2005 By: /s/ Arthur
Barchenko
------------------------
Arthur Barchenko, President
CLARION SENSING SYSTEMS, INC.
Financial Statements
Year Ended December 31, 2004
CLARION SENSING SYSTEMS, INC.
TABLE OF CONTENTS
Page
Report of Independent Registered
Public Accounting Firm...................
1
Financial Statements
Balance Sheet............................................................................
2
Statement of Operations..............................................................
3
Statement of Stockholders' Deficit
...............................................
4
Statement of Cash Flows.............................................................
5
Notes to Financial Statements.....................................................
6
Independent Auditors' Report
To the Board of Directors
Clarion Sensing Systems, Inc.
Indianapolis, Indiana
We have audited the accompanying
balance sheet of Clarion Sensing Systems,
Inc.,
as of December 31, 2004, and the related
statements of operations, stockholders'
equity (deficit), and cash flows for
the year then ended. 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 the standards of the Public Company
Accounting Oversight Board (United
States). Those standards require that
we plan
and perform the audits 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 provides a reasonable basis
for our opinion.
In our opinion, the 2004 financial
statements referred to above present
fairly,
in all material respects, the financial
position of Clarion Sensing Systems,
Inc., as of December 31, 2004, and
the results of its operations and
its cash
flows for the year then ended in conformity
with U.S. generally accepted
auditing principles.
/s/ Somerset CPAs, P.C.
Indianapolis, Indiana
August 9, 2005
CLARION SENSING SYSTEMS, INC
Balance Sheet
December 31, 2004
Assets
Current Assets
Cash $ 10,058
Inventories 1,001
-----------
Total Current Assets 11,059
-----------
Property and Equipment
Property and equipment 23,428
Less allowances for depreciation (14,263)
-----------
Total Property and Equipment 9,165
-----------
Total Assets $ 20,224
===========
Liabilities and Shareholders' Deficit
Liabilities
Accounts payable $ 59,952
Short-term debt 381,300
Note payable to bank 105,794
Current portion of capital lease obligations
4,338
Accrued wages and withholdings 419,261
Accrued rent 56,696
-----------
Total Liabilities 1,027,341
-----------
Shareholders' Deficit
Common stock 50,000
Additional paid-in capital 464,938
Accumulated deficit (1,522,055)
-----------
Total Shareholders' Deficit (1,007,117)
-----------
Total Liabilities and Shareholders'
Deficit $ 20,224
===========
See accompanying notes.
CLARION SENSING SYSTEMS, INC.
Statement of Operations
For the Year Ended December 31, 2004
Revenues $ 45,623
Cost of Revenues 12,042
------------
Gross Profit 33,581
------------
General and Administrative Expense
318,144
------------
Loss from Operations (284,563)
------------
Other Expense
Interest expense (22,785)
------------
Net Loss $ (307,348)
============
See accompanying notes.
CLARION SENSING SYSTEMS, INC.
Statement of Stockholders' Equity
(Deficit)
For the Year Ended December 31, 2004
Total
Common Stock Additional Retained Shareholders'
Shares Amount Paid in Capital Deficit
Equity (Deficit)
----------- ----------- ---------------
----------- ---------------
<S> <C> <C> <C>
<C> <C>
Balance at December 31, 2003 116 $
50,000 $ 432,558 $(1,214,707) $ (732,149)
Issuance of common stock 1 7,500 7,500
Capital contributions from
stockholders 24,880 24,880
Net loss (307,348) (307,348)
----------- ----------- -----------
----------- -----------
Balance at September 30, 2004 117
$ 50,000 $ 464,938 $(1,522,055) $(1,007,117)
====== ======= ======= ========= =========
See accompanying notes.
CLARION SENSING SYSTEMS, INC.
Statement of Cash Flows
For the Year Ended December 31, 2004
Cash Flows from Operating Activities
Net loss $ (307,348)
Adjustments to reconcile net loss
to net cash
used by operating activities:
Depreciation and amortization 4,166
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable
2,773
Increase (decrease) in accounts payable
(36,908)
Increase (decrease) in accrued expenses
(15,101)
------------
Net cash used in operating activities
(352,418)
Cash Flows from Financing Activities
Capital contributions 32,380
Proceeds from issuance of debt 313,594
Principal payments under capital lease
obligations (5,291)
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Net cash used in financing activities
340,683
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Net Decrease in Cash and Cash Equivalents
(11,735)
Cash and Cash Equivalents, Beginning
of Year 21,793
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Cash and Cash Equivalents, End of
Year $ 10,058
============
Supplemental Cash Flow Disclosures
Interest paid $ 22,785
============
See accompanying notes.
CLARION SENSING SYSTEMS, INC.
Notes to Financial Statements
December 31, 2004
Note 1 - Nature of Operations and
Summary of Significant Accounting
Policies:
Nature of Operations
Clarion Sensing Systems, Inc. (the
Company), is an Indianapolis based
provider
of proprietary monitoring sensor systems,
designed for air and water sensing
applications. The sensor system is
able to remotely monitor, analyze,
detect and
communicate the presence of nuclear,
biological, chemical and radiological
contamination and operational problems,
allowing for immediate notification
and
action. The Company provides its services
to various industries, including
municipalities, manufacturing, and
military and defense operations.
Revenue Recognition
The Company generally recognizes
revenue for contracts utilizing output
measures
such as when services are performed,
units are delivered or when contract
milestones are met.
Inventories
Inventories are stated at the lower
of cost or market. Costs are determined
under the first-in, first-out method
(FIFO) method of accounting.
Property, Equipment, and Depreciation
Property and equipment are carried
at cost and includes expenditures
for new
additions and those, which substantially
increase the useful lives of existing
assets. Depreciation is computed at
various rates by use of the straight-line
method and certain accelerated methods.
Depreciable lives are generally as
follows:
Office furniture 5 to 7 years
Equipment 5 to 10 years
Expenditures for normal repairs and
maintenance are charged to operations
as
incurred. The cost of property or
equipment retired or otherwise disposed
of and
the related accumulated depreciation
are removed from the accounts in the
year
of disposal with the resulting gain
or loss reflected in earnings or in
the cost
of the replacement asset.
The provision for depreciation amounted
to $4,166 for the year ended December
31, 2004.
CLARION SENSING SYSTEMS, INC.
Notes to Financial Statements
December 31, 2004
Note 1 - Nature of Operations and
Summary of Significant Accounting
Policies
(Continued):
Cash Flows
For purposes of the Statements of
Cash Flows, the Company considers
all highly
liquid instruments that are purchased
within three months or less of an
instruments maturity date to be cash
equivalents.
Use of Estimates
The preparation of financial statements
in conformity with U.S. generally
accepted accounting principles requires
management to make 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 the reported amounts
of revenues and expenses during the
reporting period. Actual results could
differ from those estimates.
Note 2 - Note Payable:
The Company has a promissory note
payable due to a bank at December
31, 2004, in
the amount of $105,794 with a fixed
interest rate of 7%, later amended
to 8.75%
due to loan default as discussed in
the following paragraph. The note
is secured
by substantially all assets of the
Company and is personally guaranteed
by
certain stockholders of the Company.
The note payable contains various
affirmative covenants. At December
31, 2004,
the Company was in breach with many
of these covenants and the loan was
considered in default. As a result
the Company entered into an agreement
with
the bank to pay interest only on the
note up through sale of the Company's
assets as described in Note 8. Under
terms of the agreement, the buyer
has
entered into a contract with the bank
to pay the obligation and has assumed
the
liability at closing.
Note 3 - Short-term Debt:
The Company has outstanding debt
due on demand in the amount of $85,316
due to
prospective investors, as of December
31, 2004, including imputed interest
ranging from 10% - 15%. Upon the sale
of the Company's assets as described
in
Note 8, the debt was converted to
stock of the buyer as defined in the
agreement.
The Company also has outstanding
debt in the amount of $287,100, with
interest
fixed at 7.5% due to ECSI International,
Inc. (ECSI) as of December 31, 2004.
The note is secured by certain stockholders
of the Company and contains certain
covenants as defined. Pursuant to
the agreement, ECSI agreed to fund
operations
of the Company during the period the
sale remained under negotiation. Upon
the
consummation of the sale in March
2005, (see note 8) the outstanding
principal
became additional consideration of
the purchase price and the accrued
interest
was forgiven.
CLARION SENSING SYSTEMS, INC.
Notes to Financial Statements
December 31, 2004
Note 4 - Capital Leases:
Long-term leases relating to the
financing of fixed assets are accounted
for as
installment purchases. The capital
lease obligations reflect the present
value
of future rental payments, discounted
at the interest rate implicit in the
lease, and a corresponding amount
is capitalized as the cost of the
fixed
assets. The fixed assets are being
depreciated over periods ranging from
five to
ten years.
The following is an analysis of fixed
assets under capital lease at December
31,
2004:
Equipment $ 16,917
Less allowances for depreciation 9,578
------------
$ 7,339
============
Following is a schedule of future
minimum lease payments due under the
capital
lease obligations together with the
present value of net minimum lease
payments
as of December 31, 2004:
Year Ending December 31, 2005 $
4,667
Later Years 0
------------
Total minimal lease payments 4,667
Less amounts representing interest
329
------------
Present value of net minimum lease
payments 4,338
Less current portion (4,338)
------------
Long-term portion $ 0
============
Note 5 - Related Party Transactions:
The Company leases its office facilities
from a stockholder. The lease was
on a
month-to-month basis, providing for
monthly payments of $1,288 through
October
31, 2004. Effective November 1, 2004,
the lease was restructured and a new
agreement was signed. The new agreement
provides for monthly payments of $1,300,
expiring November 30, 2005. Rent expense
amounted to $18,031 for the year ended
December 31, 2004.
CLARION SENSING SYSTEMS, INC.
Notes to Financial Statements
December 31, 2004
Note 6 - Common Stock:
The Company has stock with equal
voting rights and no par value.
The following summarizes the Company's
shares of common stock as of December
31,
2004:
Authorized 1,000
Issued 117
Outstanding 117
Note 7 - Income Taxes:
The Company, with the consent of
its stockholders, has elected under
the
Internal Revenue Code to be an S corporation.
In lieu of corporation income
taxes, the stockholders of an S corporation
are taxed on their proportionate
share of the Company's taxable income.
Therefore, no provision for income
taxes
has been included in the financial
statements.
Note 8 - Subsequent Event:
On March 4, 2005, the Company sold
substantially all of its assets to
ECSI
International, Inc. ("ECSI")
in exchange for 394,682 shares of
ECSI common stock
and the assumption by ECSI of certain
liabilities. Also under terms of the
agreement ECSI will assume the majority
of accrued compensation and accrued
rent, included in the Company's December
31, 2004 balance sheet if certain
future operating performance targets
are met. If those operating targets
are
met, the value of the consideration
ultimately paid to the Company's current
stockholders will be added to the
cost of the acquisition.
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