SECURITIES AND EXCHANGE COMMISSION FORM 10Q WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2000 Commission File Number 2-2996 DI-AN CONTROLS, INC. Exact Name of Registrant as specified in its charter MASSACHUSETTS 04-2237138 State of Incorporation I.R.S. Employer Identification Number 530 West Street Braintree, Massachusetts 02184 Address of principal executive offices Zip Code Shares of Common Stock outstanding as of: March 31, 1999 826,405 shares Registrant's telephone number, including area code: (781) 848 - 1299 Indicate by check mark whether the registrant (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, and (2) has been subject to such filing requirements for the past 90 days. Yes No X DI-AN CONTROLS, INC. BALANCE SHEET MARCH 31 MARCH 31 2000 1999 ASSETS CURRENT ASSETS CASH 81,122 239,248 ACCOUNTS RECEIVABLE 139,203 80,236 LESS: ALLOWANCE, BAD DEBTS 3,000 (13,715) INVENTORY 168,665 178,645 TOTAL 385,990 484,114 EQUIPMENT AND IMPROVEMENTS MACHINERY AND EQUIPMENT 22,477 63,938 LEASEHOLD IMPROVEMENTS 0 0 LESS: ACCUM DEPRECIATION (22,477) (63,938) NET 0 0 OTHER ASSETS CASH SURRENDER VALUE OFFICER'S LIFE INSURANCE 35,358 31,947 DEPOSITS 2,917 2,917 DEFERRED CHARGES 0 34,344 OTHER 48 641 TOTAL, OTHER ASSETS 38,322 76,185 TOTAL ASSETS 424,313 560,599 DI-AN CONTROLS, INC. LIABILITIES AND STOCKHOLDERS DEFECIT MARCH 31 MARCH 31 2000 1999 CURRENT LIABILITIES ACCOUNTS PAYABLE 6,114 8,775 RESERVE, WARRANTIES 10,000 10,000 DEFERRED REVENUE 33,800 0 NOTE, PRINCIPAL STOCKHOLDER 1,537,741 1,847,741 DUE TO RELATED PARTIES 3,852,619 3,585,980 PAYROLL TAXES PAYABLE 13,690 0 UNEARNED INCOME 19,936 37,205 TOTAL LIABILITIES 5,473,737 5,489,701 STOCKHOLDERS' DEFICIT COMMON STOCK 82,641 82,641 CAPITAL, EXCESS OF PAR 1,124,451 1,124,451 RETAINED EARNINGS (5,820,446) (6,044,120) CURRENT EARNINGS (136,070) (92,074) TOTAL STOCKHOLDERS' DEFICIT (4,749,425) (4,929,103) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT (724,313) (560,599) DI-AN CONTROLS, INC. STATEMENT OF OPERATIONS AND STOCKHOLDERS' DEFICIT MARCH 31 MARCH 31 2000 1999 REVENUE NET SALES 178,541 109,528 SERVICE REVENUES 6,840 2,620 OTHER INCOME 0 0 TOTAL REVENUE 185,381 112,148 COSTS AND EXPENSES COST OF SALES & SERVICES 213,251 93,280 SELLING EXPENSES 21,523 19,254 GENERAL AND ADMIN EXPENSE 46,275 39,500 INTEREST 28,755 54,673 TOTAL EXPENSES 281,049 206,707 NET GAIN (LOSS) (136,070) (92,074) STOCKHOLDERS BEGINNING DEFICIT (5,820,446) (4,837,029) STOCKHLDERS' DEF. END OF QUARTER (4,970,114) (4,867,891) NET GAIN (LOSS) PER SHARe ($0.16) (0.11) MANAGEMENT DISCUSSION SUMMARY OF RESULTS OF OPERATIONS (UNAUDITED) Interest expense of $141,496.00 was incurred on short term loans to fund current operations. Management has determined that the consequences of its YEAR 2000 issues would not have any material affect on the results of operations or on the company's financial condition. This determination is the result of thorough testing by company staff. LIQUIDITY A principal stockholder has loaned the company funds to carry out company operations. BASIS OF PRESENTATION The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the period ending June 30, 1999 are not necessarily indicative of the results to be expected for the full year. SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY): NONE 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. DI/AN CONTROLS, INC. Date MAY 22, 2000 By Robert D. Kodis Robert D. Kodis President/Treasurer SECURITIES AND EXCHANGE COMMISSION FORM 10Q WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2000 Commission File Number 2-2996 DI-AN CONTROLS, INC. Exact Name of Registrant as specified in its charter MASSACHUSETTS 04-2237138 State of Incorporation I.R.S. Employer Identification Number 530 West Street Braintree, Massachusetts 02184 Address of principal executive offices Zip Code Shares of Common Stock outstanding as of: March 31, 1999 826,405 shares Registrant's telephone number, including area code: (781) 848 - 1299 Indicate by check mark whether the registrant (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, and (2) has been subject to such filing requirements for the past 90 days. Yes No X DI-AN CONTROLS, INC. BALANCE SHEET MARCH 31 MARCH 31 2000 1999 ASSETS CURRENT ASSETS CASH 81,122 239,248 ACCOUNTS RECEIVABLE 139,203 80,236 LESS: ALLOWANCE, BAD DEBTS 3,000 (13,715) INVENTORY 168,665 178,645 TOTAL 385,990 484,114 EQUIPMENT AND IMPROVEMENTS MACHINERY AND EQUIPMENT 22,477 63,938 LEASEHOLD IMPROVEMENTS 0 0 LESS: ACCUM DEPRECIATION (22,477) (63,938) NET 0 0 OTHER ASSETS CASH SURRENDER VALUE OFFICER'S LIFE INSURANCE 35,358 31,947 DEPOSITS 2,917 2,917 DEFERRED CHARGES 0 34,344 OTHER-DEFFERED TAXES 300,048 641 TOTAL, OTHER ASSETS 38,322 76,185 TOTAL ASSETS 724,313 560,599 DI-AN CONTROLS, INC. LIABILITIES AND STOCKHOLDERS DEFECIT MARCH 31 MARCH 31 2000 1999 CURRENT LIABILITIES ACCOUNTS PAYABLE 6,114 8,775 RESERVE, WARRANTIES 10,000 10,000 DEFERRED REVENUE 33,800 0 NOTE, PRINCIPAL STOCKHOLDER 1,537,741 1,847,741 DUE TO RELATED PARTIES 3,852,619 3,585,980 PAYROLL TAXES PAYABLE 13,690 0 UNEARNED INCOME 19,936 37,205 TOTAL LIABILITIES 5,473,737 5,489,701 STOCKHOLDERS' DEFICIT COMMON STOCK 82,641 82,641 CAPITAL, EXCESS OF PAR 1,124,451 1,124,451 RETAINED EARNINGS (5,820,446) (6,044,120) CURRENT EARNINGS (136,070) (92,074) TOTAL STOCKHOLDERS' DEFICIT (4,749,425) (4,929,103) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT (724,313) (560,599) DI-AN CONTROLS, INC. STATEMENT OF OPERATIONS AND STOCKHOLDERS' DEFICIT MARCH 31 MARCH 31 2000 1999 REVENUE NET SALES 178,541 109,528 SERVICE REVENUES 6,840 2,620 OTHER INCOME 0 0 TOTAL REVENUE 185,381 112,148 COSTS AND EXPENSES COST OF SALES & SERVICES 213,251 93,280 SELLING EXPENSES 21,523 19,254 GENERAL AND ADMIN EXPENSE 46,275 39,500 INTEREST 28,755 54,673 TOTAL EXPENSES 281,049 206,707 NET GAIN (LOSS) (136,070) (92,074) STOCKHOLDERS BEGINNING DEFICIT (5,820,446) (4,837,029) STOCKHLDERS' DEF. END OF QUARTER (4,970,114) (4,867,891) NET GAIN (LOSS) PER SHARe ($0.16) (0.11) MANAGEMENT DISCUSSION SUMMARY OF RESULTS OF OPERATIONS (UNAUDITED) Interest expense of $141,496.00 was incurred on short term loans to fund current operations. Management has determined that the consequences of its YEAR 2000 issues would not have any material affect on the results of operations or on the company's financial condition. This determination is the result of thorough testing by company staff. LIQUIDITY A principal stockholder has loaned the company funds to carry out company operations. BASIS OF PRESENTATION The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the period ending June 30, 1999 are not necessarily indicative of the results to be expected for the full year. SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY): NONE 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. DI/AN CONTROLS, INC. Date MAY 22, 2000 By Robert D. Kodis Robert D. Kodis President/Treasurer