10Q - Part Two:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FORWARD-LOOKING STATEMENTS - CAUTIONARY STATEMENTS
THE QUARTERLY REPORT ON FORM 10-QSB CONTAINS CERTAIN "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). SPECIFICALLY, ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS REPORT,
REGARDING THE COMPANY'S FINANCIAL POSITION, BUSINESS STRATEGY AND PLANS AND
OBJECTIVES OF MANAGEMENT OF THE COMPANY FOR FUTURE OPERATIONS ARE
FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE
BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND
INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THIS
REPORT, THE WORDS "ANTICIPATE", "BELIEVE", "COULD", "ESTIMATE", "EXPECT",
"INTEND" AND WORDS AND PHRASES OF SIMILAR IMPORT, AS THEY RELATE TO THE COMPANY
OR THE COMPANY'S MANAGEMENT, ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS REFLECT THE CURRENT VIEW OF THE COMPANY WITH RESPECT
TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES, ASSUMPTIONS
AND RELATED FACTORS INCLUDING, WITHOUT LIMITATIONS, COMPETITIVE FACTORS, GENERAL
ECONOMIC CONDITIONS, CUSTOMER RELATIONS, RELATIONSHIP WITH VENDORS, INTEREST
RATES, CURRENCY FLUCTUATIONS, GOVERNMENT REGULATION AND SUPERVISION, POLITICAL
EVENTS, THE OPERATION OF THE COMPANY'S NETWORKS, TRANSMISSION COSTS, PRODUCT
INTRODUCTIONS AND ACCEPTANCE, TECHNOLOGICAL CHANGE, CHANGES IN INDUSTRY
PRACTICES, ONE-TIME EVENTS AND OTHER FACTORS DESCRIBED HEREIN ("CAUTIONARY
STATEMENTS"). ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS ARE
REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO BE
CORRECT. BASED UPON CHANGING CONDITIONS, SHOULD ANY OR MORE OF THESE RISKS OR
UNCERTAINTIES MATERIALIZE, OR SHOULD ANY UNDERLYING ASSUMPTIONS PROVE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED OR INTENDED. ALL SUBSEQUENT WRITTEN AND ORAL
FORWARD-LOOKING STATEMENTS ATTRIBUTED TO THE COMPANY OR PERSONS ACTING ON ITS
BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE APPLICABLE CAUTIONARY
STATEMENTS.
RESULTS OF OPERATIONS
In the last quarter (June 30 to September 30, 2000) the Registrant acquired a
company named Biometrics Security Inc. through a reverse merger stock exchange
agreement, whereby Biometrics Security Inc. became a 100% wholly owned
subsidiary of the registrants.
Biometrics Security, Inc. is in the business to specifically develop, market
under license and sell static and dynamic biometric technologies specific to the
security applications of banking and financial transactions. These include
dynamic Gesture Recognition Technology (GRT), static biometric finger and palm
prints, retinal scans, voice-recognition technology and other appropriate
technologies. GRT is a dynamic system that interprets hand gestures or
signatures using sophisticated software algorithms performed on patented,
proprietary touch pads. Dynamic Gesture Recognition Technology is deemed
superior to existing pen input and other signature recognition technologies.
Furthermore the registrant appointed new directors and senior management, set up
and appointed a new advisory committee in order to focus on positioning the
company as a key provider of biometric security interfaces that will offer a
wide array of end-to-end solutions targeted to the specific multi-trillion
dollar banking and financial transaction markets.
LIQUIDITY AND CAPITAL RESOURCES
During this reporting period, the Registrants wholly owned subsidiary raised
US$ 757, 675 through the sale of their common stock. On August 22, 2000 the
Registrants subsidiary acquired the exclusive licensing agreement through an
option from DSI Datotech Systems, Inc. for US$ 8 Million and a 20% equity
interest in the Registrant's subsidiary.
In consideration of the option granted to Biometrics Security hereunder,
Biometrics Security shall pay Datotech the amount of US$ 320, 000, which shall
be fully creditable towards any amounts due Datotech under the license
agreement. Said US$ 320, 000 has been paid in full on the date of signing this
option agreement. Biometrics Security shall pay Datotech US$ 3, 000, 000 within
eleven months of the signature
11
of the Option Agreement. Datotech will exclusively apply the US$ 3, 000, 000
payment towards the development of the prototype. "Prototype" shall mean a
device using Datotech technology that will demonstrate, beyond any reasonable
doubt, multi-touch gesture recognition and individual gesture patterns utilizing
a PC system. Datotech commits to use its best efforts to make this prototype
available at this charge of US$ 3, 000, 000 to Biometrics Security within 12
months of the delivery of this US$ 3, 000, 000 to Datotech. Upon the exercise by
Biometrics Security of the Option granted hereunder and the signing of the
License Agreement, Biometrics Security shall pay Datotech the amount of US$ 8,
000, 000 less the above amount of US$ 3, 320, 000 paid to Datotech within the
terms of this agreement. Biometrics Security must exercise its option within
three months of the time a reasonably acceptable prototype is made available to
Biometrics Security by Datotech. In addition, Biometrics Security or its
assignee grants to Datotech a perpetual non-dilutable twenty percent (20%)
Common Share interest in Biometrics Security or the assignee of the option and
license agreements upon the signing of the licensing agreement.
12
The Registrant has now completed their business plan and is in the process of
securing a US$ 30, 000, 000 secondary financing.
THE REGISTRANT ON OCTOBER 16TH 2000, FILED A 10K-SB40 COVERING THE PERIOD ENDING
JUNE 30TH 2000. IN THIS FILING AS EX 6.1 (STOCK EXCHANGE AGREEMENT) THE
REGISTRANT WISHES TO DISCLOSE THAT THE DATES OF THE AGREEMENT HAVE BEEN AMENDED
FROM JULY 25TH 2000 TO AUGUST 2ND 2000, THE LETTER OF INTENT WAS AMENDED FROM
JULY 21ST 2000 TO JULY 27TH 2000 AND THE CLOSING FROM JULY 25TH 2000, TO AUGUST
25TH 2000. THIS AGREEMENT WAS RATIFIED ON SEPTEMBER 12TH 2000.
BUSINESS RISKS
RISK FACTORS, BANKING AND FINANCIAL TRANSACTIONS MARKETS:
LACK OF OPERATIONS AND PROFITABILITY
The Registrant is in the development stage and has no history of operations and
profits in the Banking and Financial Transaction Security markets.
UNCERTAINTY OF COMMERCIAL SUCCESS
Although the Registrant is optimistic about its revenues and profitability
prospects, there can be no assurances of commercial success.
COMPETITION
The Registrant is subject to competition in the Banking and Financial
Transaction Security markets from other companies. These competitors have been
in the business longer than the Registrant and may have larger, more
sophisticated and better financed organizations.
NEED FOR ADDITIONAL FINANCING
The Registrant will require additional financing in order to complete on the
licensing and option agreement covering Gesture Recognition Technologies
specific to the Banking and Financial Transaction markets. There are no
assurances that such financing will be forth coming or that it can be obtained
on terms favorable to the Registrant.
DEPENDENCE ON DSI DATOTECH SYSTEMS INC.
The Registrant is largely dependent upon the efforts and abilities of DSI
Datotech Systems Inc.'s technical groups to succeed in the Gesture Recognition
Technologies Banking and Financial Transactions markets. There are no assurances
that the Registrant can be successful in operating in this business without the
full co-operation of DSI Datotech Systems Inc.
RISK FACTORS. INTERNET GAMING:
LACK OF OPERATIONS AND PROFITABILITY.
The Registrant is in the pre-operational development stage and has no history of
operations or profits in the Internet gaming industry.
13
UNCERTAINTY OF COMMERCIAL SUCCESS.
Although the Registrant is optimistic about its revenue and profitability
prospects, there can be no assurances of commercial success of its
CasinolnterPlex product. Furthermore, the Internet gaming industry is relatively
new and in the midst of rapid change, growth and uncertainty. There can be no
assurance that the Registrant will be able to keep up with the pace of
technological change or fund its growth.
COMPETITION.
The Registrant is subject to competition in the Internet based entertainment
business from other companies that compete with similar products and services.
These competitors have been in the business longer than the Registrant and may
have larger and more sophisticated organizations with better- experienced and
larger executive and operating staffs. There can be no assurance that the
Registrant's prospects will not be adversely affected by competition from these
companies.
NEED FOR ADDITIONAL FINANCING.
The Registrant will require additional financing in order to establish
profitable operations. There is no assurance that such financing will be
forthcoming, or that it can be obtained on terms favorable to the Registrant.
DEPENDENCE ON MANAGEMENT.
The Registrant is largely dependent upon the efforts and abilities of its
management team to succeed in the Internet based entertainment business. The
management team has particular experience and gaming industry contacts. There is
no assurance that the Registrant can be successful in operating the business, if
the services of the management team become unavailable.
14
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no changes since the Registrant's last report in Item
3, Legal Proceedings of Form 10-KSB for the fiscal year ended June 30th
2000.
ITEM 2. CHANGES IN SECURITIES
On August 11th 2000, the name of the company was changed from Great
Bear Investments Inc. to Security Biometrics Inc. and the common shares
were rolled forward on a one old for a four new basis, thus increasing
the outstanding and issued shares from 3, 125, 000 to 12, 500, 000.
Than on August 25th 2000, the registrant acquired Biometrics Security
Inc. through a share exchange, leaving the issued and outstanding
shares at 50, 757, 675.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None since the filing of the 10K-SB40 on October 16th 2000.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - one
(b) Form 8-K - attached
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SECURITY BIOMETRICS INC.
DATE : NOVEMBER 27, 2000 BY: /s/ GEORGE GOULD
----------------------------
George Gould
President
16
TYPE: EX-27 OTHERDOC
SEQUENCE: 2
FILENAME: a2032011zex-27.txt
DESCRIPTION: EXHIBIT 27
: OTHERDOC-AVAILABLE Series=a2032011zex-27.txt Ver="">Document is copied.
ARTICLE: 5
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF SECURITY BIOMETRICS, INC. AS OF SEPTEMBER 30, 2000 AND FOR THE
PERIOD THEN ENDED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
PERIOD TYPE: 3-MOS
FISCAL YEAR END: JUN-30-2000
PERIOD END: SEP-30-2000
CASH: 149,109
SECURITIES: 0
RECEIVABLES: 0
ALLOWANCES: 0
INVENTORY: 0
CURRENT ASSETS: 374,109
PP&E: 691
DEPRECIATION: 0
TOTAL ASSETS: 694,810
CURRENT LIABILITIES: 29,950
BONDS: 0
PREFERRED MANDATORY: 0
PREFERRED: 0
COMMON: 50,758
OTHER SE: 614,102
TOTAL LIABILITY AND EQUITY: 694,810
SALES: 0
TOTAL REVENUES: 0
CGS: 0
TOTAL COSTS: 0
OTHER EXPENSES: 619,906
LOSS PROVISION: 0
INTEREST EXPENSE: 0
INCOME PRETAX: (619,906)
INCOME TAX: 0
INCOME CONTINUING: (619,906)
DISCONTINUED: 0
EXTRAORDINARY: 0
CHANGES: 0
NET INCOME: (619,906)
EPS BASIC: (0.02)
EPS DILUTED: (0.02)
Legal | Privacy
Copyright ©2000 EDGAR Online, Inc. |
