Sensar Corporation (SCII) A New Age Wireless Company with Strings Attached.
Every once in a while TheTruthSeeker thinks the Market and Investors have learned to recognize the empty investment vehicles that litter and diminish the generally positive collection of companies that comprise the US stock-markets. Indeed investors do learn, once bitten the move away and specific industries. Unfortunately the learning is not very deep. It seems as fast as one “solution to the worlds woes” industry bites investors, and is shunned, another variant comes along.
DO THESE PAST GLORIES RING ANY BELLS???
BS Mark I: Anything at all related to the Internet or Web that trades.
BS Mark II: Any established company that puts up a Web Site or says they will have one up soon.
BS Mark III:Any company claiming to have a competitive community or portal to Yahoo.
BS Mark IV: Any company with an undressed B2C objective.
BS Mark V: Any company that is developing a online Auction Vehicle (post E-Bay)
BS Mark VI: Any company that address the infrastructure and needs of B2B
BS Mark VII:This company runs on news (okay this one is hardly finished, excuse it inclusion)
Well in light of the April correction in the everything Net, TheTruthSeeker offers for your reading pleasure the newest, the latest and most evolved next level. For your consideration, I present to the reader,
BS Mark VIII: Any obscure disenfranchised (or semi-franchised) company that presents a hardware or software solution that will revolutionize the world of wireless communications.
TheTruthSeeker believes that this is an entire category and not solely a single company. As readers may recall TheTruthseeker recently examined the more interesting aspects SCON which sells filters to a sparse customer list, for the use in Wireless Base Stations. But a reader suggested we take a look at SCII to get a real jolt. Sure enough TheTruthSeeker was JOLTED by the swift self-induced slap to forehead, while exclaiming: “Could any Day-Trader be so Dense?”
Sure enough…Lemmings do hurl themselves…strange…but true.
So with that long windup, TheTruthSeeker presents Report 1 on SCII:
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Sensar Corporation (SCII) A New Age Wireless Company with Strings Attached.
WHO IS SENSAR?
Sensar Corporation engages in the web hosting and ISP businesses. The Company is currently seeking additional financing measures and an acquisition strategy to further explore these opportunities. Previously, until 1999, the Company was engaged in the design, development, manufacturing and marketing of analytical instruments. In September 1999, the Company entered into negotiations and signed a letter of intent to acquire Net2Wireless Corporation. Net2Wireless is a privately-held company with a subsidiary located in Israel. Net2Wireless is developing technology that is intended to enable and enhance a wide variety of wireless communication services. These services include browsing the Internet through standard websites and using standard browsers; transmission of live video over the 9600 bps wireless link to the wireless device; providing instant messaging with full graphics support; providing messaging services; and providing full graphics applications with network based storage.
For the three months ended 3/31/00, revenues totalled $86 thousand, up from $4 thousand. Net loss from continuing operations totalled $7.5 million, up from $248 thousand. Revenues reflect cash earnings and notes receivable.
That is amazing, they spent 7.5 Million in a quarter where in essence they had no business.
LETS STEP BACK A LITTLE BIT MORE, WHO IS SENSAR?
On April 21, 1999, the directors of Sensar Corporation (formerly
LarsonoDavis Incorporated) resigned and a newly elected board of directors,Howard S. Landa, Steven Strasser, and Brian B. Lewis, was appointed. Concurrently, Howard S. Landa was appointed as the new chief executive officer of the Company. Andrew C. Bebbington, the former chief executive officer, will provide transitional services to the Company as a consultant through the end of 1999. Jeffrey S. Cohen will continue as the chief operating officer of the Company to supervise the ongoing development and operations of the Company's
Jaguar and CrossCheck technologies.
UMMMM ALRIGHTY THEN! WHO IS LARSONODAVIS INC???????
Here is a befief history of LarsonoDavis Inc.
During recent years, the Company has been involved in a number of
significant business changes as follows:
----
June 1994--The Company acquired substantially all of the intangible assets of a privately-held Massachusetts corporation related to the airport noise monitoring industry. Also purchased were the rights to approximately 25 contracts for the installation, maintenance, and support of airport noise monitoring systems. In August 1995, the Company entered into an agreement to transfer the airport noise monitoring operations to an established consulting firm engaged in the transportation industry and licensed its proprietary software to this firm. The Company also transferred the management of substantially all of its airport contracts to the consulting firm and agreed not to compete within the industry. The consulting firm recently indicated its intention to terminate this license as of May 18, 1999.
June 1994--With the return of the minority interest in LarsonoDavis Info, Inc. ("Info"), a subsidiary of the Company, held by Commerce Clearing House, the Company discontinued the operations of two of its software based subsidiaries, Info and Advantage Software, Inc. Management terminated the business of these subsidiaries and reduced the carrying value of the related assets to zero.
October 1995--The Company acquired all of the outstanding stock of Sensar Corporation.
November 1997--Senior management of the Company was reorganized, with three of the five directors resigning and the Company employing a new executive management team. The Company recognized restructuring and other charges in connection with this change.
1998--The Company implemented a number of cost cutting measures,
terminating a development project with Lucent Technologies, terminating a distribution arrangement with SAES Getters S.p.A. and discontinuing its TOF 2000 product, and selling its Supercritical Fluid Chromatography technology to a group of former employees.
March 1999--The Company completed the sale of its acoustics instrumentation business to PCB.
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BUT WAIT I THOUGHT THESE GUYS WERE INTERNET DEVELOPERS OR SOMETHING LIKE THAT, THEY ACQUIRED SENSAR BACK IN 1995. LOOK AT THOSE RESIGNING DIRECTORS, NOT ONCE BUT TWICE? WHAT’S UP WITH THAT?
WHAT IS SENSAR’S BUSINESS.
Well on 5/15/99 in their own 10-Q they said this
During the quarter ended March 31, 1999, the Company's primary source of cash was from the sale of the assets of the acoustics division to PCB, exclusive of the sale of the real property. See Note B to the consolidated financial statements. As a result of the sale, the Company received proceeds, net of the costs of the transaction, of $4,219,436. Additionally, the Company expects to close the sale to PCB of the real property in the near future, which should provide additional proceeds to the Company of approximately $700,000, after
transaction costs and the payoff of the underlying mortgage.
The Company has historically relied heavily on the sale of common and preferred stock as the primary method to fund its working capital needs, operational losses, and research and development efforts.
Well that is certainly very frank of them to say. Kudos to them.
EXCEEDING EXPECTATIONS and SUPERIOR RIGHTS:
From the 6/22/99 S-3
Sensar has sustained losses in the past and expects to sustain losses in the future. Sensar has significant operating losses. Sensar had a net loss of $6,923,444 in 1998 and a net loss of $14,817,811 in 1997. Sensar expects continued losses during 1999. If the operating losses exceed management's expectations or there is an increased funding requirement for the development of its technologies, this will adversely affect Sensar's ability to make investments in other entities and may adversely affect Sensar's ability to obtain additional financing.
Sensar will continue to require additional funds. In order to pursue its goals, Sensar will need additional financing. There can be no assurance that Sensar will be able to obtain such financing from outside sources when required or, if available, that such financing can be obtained on terms acceptable or favorable to Sensar. In order to obtain the necessary financing, Sensar will be required to issue additional equity and may issue securities with rights superior to the rights of the common stock.
Nelly please stop!
HEY LETS SELL EVERYTHING AND GO SHOPPING!
The Jaguar operations are being held as an asset for sale. The Company is currently negotiating for the sale of its Jaguar operations with a third party and hopes to complete the sale during the quarter ending September 30, 1999. As a consequence of the Company's commitment to sell the Jaguar operations, its marketing agreement with JEOL was terminated. The termination of this agreement requires a payment of $350,000 to JEOL. If sold, the Company expects to realize a gain on the sale in excess of its carrying costs of the related assets and expenses of the sale, including the termination payment to JEOL. That gain will be recorded when the transaction closes.
The CrossCheck technology has been returned to Brigham Young University and a termination of the associated license agreement is being negotiated. The carrying value of CrossCheck inventory and intangible assets in the amount of $68,898 was written off at June 30, 1999.
The ANOMS software was sold for an initial payment of $200,000, plus future contingent payments based upon the future performance of the business. This gain will be included in the quarter ending September 30, 1999.
In July 1999, the Company closed the sale of real estate to PCB as the final phase of the sale of the acoustics division. The Company received net proceeds, after paying off the underlying mortgage, of approximately $670,000 and will record a gain on the sale, net of expenses, of approximately $600,000 during the quarter ending September 30, 1999.
As previously announced, the Company intended to use the funds available to it that were not required in the operation of its analytical instruments business to invest or participate in other companies. However, the Company did not intend for participations in other entities to be its principal business and, with the completion of the sale of Jaguar, the Company is now primarily focused on the identification and negotiation of the acquisition of an operating
business. It is anticipated that such acquisition may require all or
significantly all of the available resources of the Company.
LET’S GO SHOPPING
Salt Lake City, UT, October, 7, 1999 - Sensar Corporation (Nasdaq symbol "SCII") announced today that it has entered into an agreement to acquire all of the outstanding shares of I.T.E.S ltd. ("ITES"), an entity organized under the laws of Israel.
ITES is a startup company focused on developing wireless multimedia and internet communications applications. In particular, the company has developed technology to enable the real time broadcast of multimedia content via wireless to an array of hand-held devices including cellular phones. This technology will also significantly advance the delivery of internet applications, including video, web pages and email, on a real time and global basis without the difficulties and limitations of WAP based systems.
Under the terms of the agreement, Sensar will issue 8,500,000 shares of its common stock to acquire ITES. It is anticipated that a new board of directors will be appointed at the closing and that the officers of ITES will become officers of Sensar.
---In the mean time how is business-----
Comparison of Nine Months Ended September 30, 1999 AND 1998
Net Sales: The Company did not have sales from continuing operations for the nine months ended September 30, 1999 and 1998.
---no matter---
WE BOUGHT EM ONCE, LETS DO IT AGAIN, (WELL KINDOF AT LEAST)
Salt Lake City, UT, December 14, 1999 - Sensar Corporation (Nasdaq symbol "SCII") announced today that it has entered into a definitive loan and option agreement with Net2Wireless, Inc., a Delaware corporation that is concurrently acquiring the wireless division of ITES, Ltd. Net2Wireless is the new name under which the resulting company will operate.
Sensar has the right to acquire Net2Wireless in exchange for the issuance of 8,500,000 shares of common stock, increasing the issued and outstanding stock for the combined company to approximately 12,500,000 shares. In addition, options and other rights to acquire Net2Wireless stock then outstanding will be converted into rights to acquire not in excess of 5,500,000 shares of Sensar common stock. As part of this agreement, Sensar will provide Net2Wireless with short-term financing of $2 million, secured by the assets of Net2Wireless. The financing will be used to allow further recruitment of technical staff and
ongoing development work by Net2Wireless.
------Makes me think they thought this----Gee I thought we had a deal the first time! From 8.5M shares to now 12.5M shares plus 5.5M options, plus 2 million financing. Gee we felt we had a deal the first time, but hey, we feel you are worth more----- Fiction ain’t this good folks-----
NET2WIRELESS THE BUZZZZZZZZZZZZZZZZZZZZZZZZZ
Net2Wireless has developed a technology designed to enable digital cellular operators to provide applications that would typically be provided through a 3G network, using 2G existing infrastructure and mobile devices such as PDA's, smart mobile phones and hand held computers, all over one backbone. Net2Wireless technology utilizes state of the art digital content compression, advanced pattern recognition technology and innovative streaming communication
technology, supporting scalable communications from 9600 bps and higher, using ultra-low bandwidth. The system is scalable, modular and fully redundant.
--- FULLY REDUNDANT TO WHAT? TO PALMS NETWORK????? ;-) ------------
SOME SILLY DETAILS FROM A 10-K on 3/30/00
The proposed merger with Net2Wireless Corporation is subject to a number of conditions, including approval by the shareholders of both the Company and Net2Wireless Corporation, the Company eliminating any liabilities it may have other than up to $50,000 in current liabilities, and the satisfaction of a number of standard closing conditions, that may or may not be met. The potential products and services of Net2Wireless are still in the development stage and have not yet been tested in a commercial setting.
Consequently, the proposed business of Net2Wireless has not advanced beyond research and development. The proposed business and potential products and services of Net2Wireless are subject to the substantial risks associated with new market introductions, including the ability of Net2Wireless to successfully develop commercial products based on its technology, the ability of Net2Wireless to address technical and manufacturing problems in producing new products, favorable market acceptance of any products produced, the ability of Net2Wireless to obtain a price for its products and services sufficient for it to make a profit, Net2Wireless' ability to enter into favorable strategic alliances, joint ventures, or other collaborative arrangements with established industry partners, the success of the marketing efforts of Net2Wireless, the ability of Net2Wireless to successfully protect its intellectual property to prevent competitors from benefiting from the technology, the ability of Net2Wireless to compete with larger, more established entities, and the ability of Net2Wireless to obtain the necessary financing to successfully complete its goals.
HEY IT CHANGED AGAIN. PLEASE WE INSIST WE CAN PAY MORE, LET US PAY MORE.
From the 4/7/00 S-4
Sensar will issue 18,295,060 shares of common stock to the holders of
equity interests in Net2Wireless and 1,000,000 shares of common stock to certain individuals involved in introducing Sensar and Net2Wireless. In addition, Sensar will grant options and warrants to acquire up to 14,766,649 shares of common stock to the holders of similar options and warrants to acquire shares of Net2Wireless stock. As a result of these actions, the current stockholders of Net2Wireless will own approximately 65% of the combined company, and hold the right to acquire an additional 12% on the exercise of options, while the current stockholders of Sensar will own approximately 32%, subject to reduction if the options held by the Net2Wireless stockholders are exercised. Immediately prior to the merger, the domicile of Sensar will be moved from Nevada to Delaware and the name of Sensar will be changed to "Net2Wireless Corporation
LETS PULL TOGETHER GANG AND PAY THEM MORE, WE CAN DO IT!
From the S-4A on 7/3/00
Sensar will issue 18,295,060 shares of common stock to the holders of
equity interests in Net2Wireless and 1,000,000 shares of common stock to certain individuals involved in introducing Sensar and Net2Wireless. In addition, Sensar will grant options and warrants to acquire up to 15,266,649shares of common stock to the holders of similar options and warrants to acquire shares of Net2Wireless stock. As a result of these actions, the current stockholders of Net2Wireless will own approximately 71% of the issued stock of combined company, plus the 15,266,649 options, while the current stockholders of Sensar will own
approximately 25% and options to acquire an additional 2,509,256 shares. Immediately prior to the merger, the domicile of Sensar will be changed from Nevada to Delaware and the name of Sensar will be changed to "Net2Wireless Corporation."
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WOW--- The "Who is Sensar" was more difficult than I thought. Its certainly a fascinating chronology. While independent aspects are clear enough the whole picture is so broad it hard to see it.
That is what TheTruthSeeker will try to do. To understand the real TRUTH and present it in a way that it can be understood.
The Next report will talk these aspects.
1. Who is Net2Wireless
2. What is their Technology
3. Who are their Competitors
We also will attempt to answer questions like:
1. Why Sensar
2. Is this Deal a “Done Deal”
3. What will the effect be on investors.
Until then, remember the Truth is always their, GO SEEK IT!
The TruthSeeker |
