UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period Ending: January 31, 1998 ______________ Commission File Number: 0-17623 ________ Database Technologies, Inc. ______________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 02-0429620 ________________________________________________________________ (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 Commerce Park North Bedford,NH 03110-6911 ________________________________________________________________________ (Address of principal executive offices) (Zip Code) (603) 628-2888 ______________________________________________________________________ (Registrant's telephone number, including area code) 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 (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. [x ] Yes [ ] No Number of shares outstanding of the issuer's classes of common stock, as of January 31, 1998: Common stock $.001 par value ...............................2,466,082 Total pages: 16 DATABASE TECHNOLOGIES,INC. FORM 10QSB JANUARY 31, 1998 ________________________________________________________________________________ PART I: FINANCIAL INFORMATION ITEM 1 - Financial Statments _____________________________________________________________________________ (following pages) 2 DATABASE TECHNOLOGIES,INC. BALANCE SHEET JANUARY 31, 1998 - ------------------------------------------------------------------------------ JANUARY 31,1998 APRIL 30,1997 ( Unaudited) (*) - ------------------------------------------------------------------------------- A S S E T S CURRENT ASSETS: Cash $ 5,377. $ 3,805. Accounts Receivable -trade (Note 8) 10,362. 9,161. _____________ ________________ Total current assets 15,739. 12,966. -------------- ----------------- PROPERTY AND EQUIPMENT (NOTE 1); Equipment,Furniture & Fixtures 14,027. 14,027. Less: Accumulated depreciation 14,027. 14,027. _________________ _______________ Net property and equipment 0. 0. _________________ ____________ Total assets $ 15,739. $ 12,966. Continued -1 3 DATABASE TECHNOLOGIES,INC. BALANCE SHEET JANUARY 31, 1998 - ------------------------------------------------------------------------------ JANUARY 31,1998 APRIL 30,1997 ( Unaudited) (*) - ------------------------------------------------------------------------------- L I A B I L I T I E S A N D S T O C K H O L D E R S E Q U I T Y CURRENT LIABILITIES Notes Payable - officer/stockholder (Note 2) $ 184,322. $ 184,322. Deferred licensing fee income 8,388. 8,388. Accounts payable - trade 36,844. 7,635. Line of credit 7,502. 6,080. Accrued payroll 275. 840. - payroll taxes payable 325. - Accrued interest payable 8,088. - ______________ _______________ Total current liabilities $ 245,744. $ 207,265. STOCKHOLDERS' EQUITY Common stock-par value $0.001 authorized 2,500,000 shares, 2,466,082 issued 2,466. 2,466. Additional paid-in capital 12,179. 12,179. (Accumulated Deficit) ( 208,944.) ( 208,944.) NET INCOME (LOSS) ( 35,706.) - ________________ _______________ Total stockholders' equity ( 230,005.) ( 194,299.) _________________ _______________ Total liabilities and stockholders' equity $ 15,739. $ 12.966. _________________ ______________ The accompanying notes to financial statements are an integral part of this statement. Concluded -2 ___________________________________________________________________________ (*) Condensed from the Company's audited financial statements. 4 DATABASE TECHNOLOGIES,INC. STATEMENT OF INCOME THREE MONTHS ENDING JANUARY 31, 1998 and January 31, 1997 and NINE MONTHS ENDING JANUARY 31,1998 and January 31, 1997 ________________________________________________________________________________ Three Months Three Months Nine Months Nine Months Ending Ending Ending Ending Jan.31,1998 Jan.31,1997 Jan.31,1998 Jan. 31,1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ________________________________________________________________________________ REVENUE (note 6) $ 39,896. $ 23,142. $ 92,393. $69,208. COST OF REVENUE 26,273. 4,473. 34,427. 17,823. Gross profit 13,623. 18,669. 57,966. 51,385. OPERATING EXPENSES Selling & Delivery 7,349. 3,211. 11,685. 12,011. General & Admin. 29,540. 25,125. 73,898. 76,374. Total operating expenses 36,889. 28,336. 85,583. 88,385. Profit(loss) from Operations (23,266.) ( 9,667.) (27,617.) ( 37,000.) OTHER INCOME (EXPENSE) Interest Expense ( 2,696.) 0. ( 8,088.) 0. Other Expense 0. 0. 0. 0. NET PROFIT (LOSS) before income taxes (25,962.) ( 9,667.) ( 35,706.) (37,000.) (Note 4) Provision for Income 0. 0. 0. 0. Taxes (Note 1) State Income Tax 0. 0. 0. 1,401. NET INCOME (LOSS) ( $25,962.) ( $ 9,667.) ( $35,706.) ( $38,401.) NET PROFIT (LOSS) ( $.01) ($.0048) ( $.0143) ($.0163) PER SHARE (Note 6) The accompanying notes to financial statements are an integral part of this statement. 5 DATABASE TECHNOLOGIES,INC. STATEMENT OF STOCKHOLDERS' EQUITY NINE MONTHS ENDED JANUARY 31,1998 _________________________________________________________________________________ Common Stock Additional Shares Amount Paid-in Retained Capital Earnings Total ________________________________________________________________________________ BALANCE AT April 30, 1998 2,466,082 $2,466. $12,179. ($208,944.) ($194,299.) Net Loss ( 35,706) ( 35,706.) __________ _______ _________ _________ _________ BALANCE AT Jan.31,1998 2,466,082 $2,466. $12,179. ($244,650.) ($230,005.) The accompanying notes to financial statements are an integral part of this statement. 6 DATABASE TECHNOLOGIES,INC. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDING JANUARY 31, 1998 and JANUARY 31, 1997 and FOR THE NINE MONTHS ENDING JANUARY 31, 1998 and JANUARY 31, 1997 - ----------------------------------------------------------------------------- Three Months Three Months Nine Months Nine Months Ending Ending Ending Ending Jan.31, 1998 Jan.31,1997 Jan.31,1998 Jan.31,1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) _______________________________________________________________________________ CASH FLOW FROM OPERATING ACTIVITES; Net Income (Loss) ($25,692.) ($ 9,667.) ($35,706.) ($38,401.) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation & Amortization 0. 0. 0. 0. (Increase) Decrease in the following: Assets: Accounts Receivable Trade (3,035.) 3,094. (1,201.) 1,247. Other Assets 0. 0. 0. 422. (Decrease) Increase in the following liabilities: Accounts payable: Trade 24,492. 4,771. 29,208. 4,766. Line of Credit 3,040. 0. 1,422. 0. Deferred Income 2,278. 0. 0. 0. Customer Deposits 0. 0. 0. (1,663.) Accrued Expenses 0. 0. 0. ( 668.) Accrued Payroll 0. 0. (565.) 0. -Payroll taxes 0. 448. 325. 145. Accrued interest expense 2,696. 0. 8,088. 0. _________ ___________ ___________ __________ Net cash used in Operating Activities 3,779. 3,677. 1,572. 33,243. ___________ _________ ___________ _________ Continued -1 7 DATABASE TECHNOLOGIES,INC. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDING JANUARY 31, 1998 and JANUARY 31, 1997 and FOR THE NINE MONTHS ENDING JANUARY 31, 1998 and JANUARY 31, 1997 - ------------------------------------------------------------------------------- Three Months Three Months Nine Months Nine Months Ending Ending Ending Ending Jan.31,1998 Jan.31,1997 Jan.31,1998 Jan.31,1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) _______________________________________________________________________________ CASH FLOWS FROM INVESTING ACTIVITIES: Payments on lease receivable 0 0 0 0 Capital expenditures 0 0 0 0 ________ __________ ___________ _________ Net cash used in investing activities 0 0 0 0 CASH FLOWS FROM FINANCING ACTIVITIES: Payment Note Payable -officer/stockholder 0 3,870. 0 29,070. Payment of interest 0. 0. 0. 0. NET INCREASE (DECREASE) IN CASH 3,779. (193.) 1,572. (4,173.) CASH,Beginning of period 1,598. 4,119. 3,805. 8,099. __________ ___________ _________ ______ CASH, End of Period 5,377. 3,926. 5,377. 3,926. =========== ============ ========== ======= The accompanying notes to financial statements are an integral part of this statement. Concluded-2 8 DATBASE TECHNOLOGIES,INC. Notes to Financial Statements April 30, 1997 and 1996 Background Database Technologies,Inc.(the Company) was incorporated under the laws of the State of Delaware on November 4,1988. The company operates a computerized database containing current prices of certain electronic merchandise from various vendors. The Company provides this information to assist insurance company adjusters in processing claims. The Company's sources of revenue are licensing fees obtained from various insurance companies for the use of its database and sales of merchandise to its customers for the purposes of settling claims with their policyholders. 1. Summary of Significant Accounting Policies Revenue and Expense Recognition The financial statements are prepared on the accrual basis of accounting; revenue is recognized when earned and expenses are recognized when goods and services are received or liabilities are incurred. Licensing fee income for the use of its database may be on an annual, monthly, or per use basis. Revenue is recognized when earned. Customer payments received but not earned are reflected as deferred licensing fee income, a current liability. Use of Estimates The preparation of financial statements in conformity with 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. Cash and Cash Equivalents For purposes of reporting the statements of cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid investments with a maturity of three months or less to be cash equivalents. Equipment Property and equipment purchased is depreciated by the straight-line method over the estimated useful lives of the respective assets. Equipment acquired under capital leases is amortized by the straight-line method over the estimated useful lives of the respective assets. 9 DATBASE TECHNOLOGIES,INC. Notes to Financial Statements April 30, 1997 and 1996 1. Summary of Significant Accounting Policies (Concluded) Income Taxes Deferred income taxes are provided for the expected tax effects of differences between the financial statements and tax bases of assets and liabilities. The Company has deferred tax asset which is attributable primarily to net operating loss carryforwards. Since, at this time,it is more probable than not that the deferred tax asset will not be realized, a valuation allowance for the entire amount has been recorded. No provision for income taxes was required due to the current year loss.The following are net operating losses available and their expiration dates. Year Carryforward Amount Expires $13,161 2008 36,149 2009 48,293 2010 62,010 2011 Pension and Profit Sharing Plans The Company established a profit sharing plan which covers all employees of the Company. No contributions were made in fiscal years ended 1997 or 1996. Company's Future Plans The Company's future operations are being affected by its current financial position.Specifically, its low level of cash, total assets and its negative capital.The Company anticipates operating cash flow will be insufficient to finance operations.It anticipates cash to be provided from its principal stockholder/officer in the form of loans to enable the Company to meet operating cash flow requirements. The Company intends to explore possible asset sales and/or a merger transaction. 2. Transactions with Related Party Notes Payable - Stockholder The notes payable to stockholder of $127,530 are unsecured and bear interest at a rate of 12% per annum and were issued prior to April 30, 1996. Notes issued after May 1, 1996 amount to $56,793 and bear interest at a rate of 5.85%. All notes payable to stockholder are due April 30, 1998. Notes payable - stockholder totaled $184,322 and $127,530 for the years ended April 30, 1997 and 1996, respectively. 10 </PAGE DATBASE TECHNOLOGIES,INC. Notes to Financial Statements April 30, 1997 and 1996 Facilities As discussed in Note 3, the Company leases its facilities and vehicle from related parties. 3. Operating Leases Facilities The Company leases its facilities from a related entity. The lease agreement requires monthly payments of approximately $450 plus insurance, maintenance, and operating expenses. The initial term of the lease expires December 1997. Rent expense for the year ended April 30, 1997 amounted to $5,400. Vehicles The Company currently leases one vehicle from a related person. The monthly lease payment is $450. Vehicle lease expense for the year ended April 30,1997 is $5,400. 4. Major Customer The Company had one major customer who accounted for more than 10% of the total revenue during the year ended April 30, 1997. That customer accounted for 21% of total revenue. No major customer accounted for more than 10% of the total revenue during the year ended April 30, 1996. 5. Licensing and Marketing Agreements On February 28, 1994, the Company entered into a licensing agreement with ADP Property Claims Services, Inc. (ADP). This agreement was to continue in effect until December 31, 1998. However on October 30, 1995, ADP terminated the contract with the Company.Under this agreement,ADP was to market the Company's database products combined with its own products. The companies are attempting to reach a new agreement. On December 13, 1993, the Company entered into a marketing agreement with David A. Johnson & Associates. This agreement will continue in effect until December 12, 1998 and may be extended for an additional five years.Under this agreement, David A. Johnson & Associates will market the Company's database products combined with its own products. 6. Income (Loss) Per Share The loss per common share for the years ended April 30, 1997 and 1996 has been computed based on the weighted average number of shares outstanding of 2,491,082. 11 </PAGE DATBASE TECHNOLOGIES,INC. Notes to Financial Statements April 30, 1997 and 1996 7. Equity The statement of changes in stockholders's deficit contains a 110,000 share adjustment to common stock. This transaction arose as a result of litigation settlement in a prior year. The common stock adjustment was not recorded in that prior year and is reflected in the reconciliation of stockholder's deficit for the year ended April 30, 1997. 8. Prior Period Adjustment The April 30, 1996 accumulated deficit was restated for a correction of an error in the prior year's revenue recognition, which caused the Company to recognize deferred licensing fee income as income instead of a liability. Accordingly, accumulated deficit is restated as follows: Accumulated deficit, April 30, 1996, as previously reported $ (136,000) Correction of error ( 8,388) _________ Accumulated deficit, April 30, 1996, as restated $ (144,388) _________ _________ 9. Line of Credit The Company has a revolving line of credit established with American Express in the form of a corporated credit card with an interest rate of 15.4%. The line of credit was established to cover operating expenses of the business. The Company remits principal and interest payments directly to American Express on a monthly basis. 12 DATABASE TECHNOLOGIES,INC. FORM 10QSB JANUARY 31,1998 _____________________________________________________________________________ PART I: FINANCIAL INFORMATION ITEM 2- Management's Discussion and Analysis of Financial Condition and Results of Operations. _____________________________________________________________________________ REVENUES The Registrant's revenues for the third quarter ended January 31, 1998 were $39,896., an increase of 58% over revenues for the same quarter ended January 31,1997 for the prior year of $23,142. In addition revenues for the nine month period ended January 31, 1998 were $92,393. or 33% higher than the revenues for the same nine month period ended January 31, 1997 for the prior year of $ 69,208. This increase in revenues indicates the Registrant is experiencing an increase in sales and may have reversed the downtrend in sales of the prior periods. However, one quarter may not indicate the trend has turned around and the Registrant would look at the trend of future quarters to determine if the downward sales curve has been reversed. The cost of revenue for the third quarter ended January 31, 1998 increased by approximately $22,000. over the same quarter of the prior year and the cost of producing this revenue was 66% of the revenues. This is in contrast to a 20% cost of revenue for the same quarter the prior year.For the nine months ended January 31, 1998 the cost of producing revenue was 37% of the revenues. This is in contrast to the cost of producing revenue of 25% for the same nine month period ended January 31, 1997 of the prior year. This is an indication that because revenues had decreased during those periods the costs of producing those revenues decreased substantially because training or support are not required when systems are not installed. The added development costs associated with producing systems and/or enhancing existing systems was not a factor in the prior periods for support of those systems. OPERATING EXPENSES The Registrant's total operating expenses for the quarter ended January 31, 1998 were $36,889.as compared to the same quarter of prior year of $28,336. This increase of approximately $8500. indicates the Registrant experienced as sharp increase in costs attributed to increased legal and accounting costs in the third quarter. During the third quarter the Registrant was actively engaged in an attempt to acquire the assets and management of another company in an effort to diversify the operations of the Registrant. An analysis of the two components of the operating expense indicates the selling expense portion increased $4000. in the quarter ended January 31, 1998, over the same quarter of the prior year. The nine month selling expenses for both the January 31, 1998 quarter and the January 31, 1997 quarter were almost the same. G&A expenses in the quarter ended January 31, rose almost $4,500. over the same quarter the prior year. 13 For the nine month period ended January 31, 1998, G&A expenses were $2,500. lower than the nine month period of the prior year. The loss on operations for the quarter ended January 31, 1998 was $25,962. and is much greater than the loss for the same quarter of the year prior period ended January 31,1997 by almost $14,000. For the nine month period ended January 31, 1998 the Registrant's was close to the loss for the same period of the prior year. The Registrant expects revenues will not recover sufficiently in the fiscal year ended April 30, 1998, to enable the Company to show a profit on operations, based on the first nine months performance, for the year. INCOME TAX The Registrant has not made provisions for Federal corporate income taxes because of its tax loss carryforward. LIQUIDITY and CAPITAL RESOURCES The Registrant is of the opinion the revenues currently being generated will be insufficient to produce a positive cash flow during the next quarter and estimates for the first two quarters of the next fiscal period are uncertain because cash flow will be dependent on the Registrant's ability to increase sales. The Registrant hopes negotiations Management has been conducting to acquire the assets of another company in a non-allied business will be able to generate positive cash flow. Debt reduction has been suspended and all cash generated through revenues has been augmented through loans from the Chairman and CEO for use in the daily operation of the business. Management is of the opinion the infusion of these loans from the Chairman will be sufficient to allow the Registrant to maintain operations at an acceptable rate until new revenues can be generated. The exclusive agreement between the Registrant and ADP has been terminated therefore only the existing contracts produce royalty income for the Registrant. The time lost in marketing and sales during period of the ADP agreement cannot be recovered and only with renewed marketing and sales effort will the Registrant be able to penetrate the market. The Registrant is developing an open environment approach to the market with a product which it believes can lead to increased sales and acceptance of its claim handling products. However, the insurance claims market into which the Registrant sells its products is becoming increasingly competitive. Larger and better capitalized competitors than the Registrant are entering the market with products that offer many of the same features the Registrant has been offering. 14 DATABASE TECHNOLOGIES,INC. FORM 10QSB JANUARY 31, 1998 - ------------------------------------------------------------------------------ PART II OTHER INFORMATION - ------------------------------------------------------------------------------ ITEM 1 - Legal Proceedings None ITEM 2 - Changes in Securities None ITEM 3 - Defaults Upon Senior Securities None ITEM 4 - Submission of Matter to a Vote of Security Holders None ITEM 5 - Other Information Not Applicable ITEM 6 - Exhibits and Reports on Form 8-K a. Exhibits None b. Reports on Form 8-K (all incorporated by reference) None 15 DATABASE TECHNOLOGIES,INC. FORM 10QSB JANUARY 31, 1998 - -------------------------------------------------------------------------- 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 thereunto duly authorized. DATABASE TECHNOLOGIES,INC. -------------------------- (Registrant) February 26,1998 --------------------------------------------------------------------------- Dated (Signature) Allan S. Wolfe Chairman of the Board, President, Chief Executive Officer, Chief Financial