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August 24, 2005

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 

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)
------------
Net cash used in financing activities 340,683
------------
Net Decrease in Cash and Cash Equivalents (11,735)

Cash and Cash Equivalents, Beginning of Year 21,793
------------

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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