8-K 1 final093004filing.txt YEAR END FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: 12-30-2004 Date of Earliest Event Reported: 12-30-2004 WIRELESS DATA SOLUTIONS, INC. (Name of small business issuer as specified in its charter) Commission File Number 333-47395 Utah 93-0734888 (State of Incorporation) (I.R.S. Employer Identification No.) 2233 Roosevelt Rd Suite #5 St. Cloud, MN 56301 (Address of principal executive offices) (320)-203-7477 (Issuer's Telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes__ No__X__ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Not Applicable APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as the practicable date: There were 15,142,434 shares of the Issuer's common stock outstanding as of September 30, 2004. Item 5 OTHER EVENTS: Wireless Data Solutions had previously reported to the Securities and Exchange Commission of its inability to file a 10-KSB due to insufficient funds to secure an audit for the year September 30, 2002, and September 30, 2003. This fact remains for year September 30, 2004, however, an audited report will be filed as soon as cash flow permits. In lieu of filing the annual report on Form 10-KSB, Wireless Data Solutions herewith furnishes the information required by rule 15c2-11 adopted under the Securities and Exchange Act of 1935. Table of Contents Part I Item I Business Overview Item II Business Discussion Item III Supplementary Information Item IV Financial Statements Item V Management's Discussion and Analysis or plan of Operation. Part II Item I Legal Proceedings Item II Changes in Securities Item III Defaults upon Senior Securities Item IV Submission of Matters to a vote of security holders Item V Other Information Item VI Exhibits on Reports on Form 8K Item VII Subsequent Events Item VIII Market Price of Common Equity PART I Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those discussed here. Factors that could cause for contribute to such differences include, but are not limited to, those discussed in this section. BUSINESS OVERVIEW Wireless Data Solutions (the company) develops and markets digital mobile data terminals and associated software for vehicle fleet management and location in the United States, South America, Mexico, and Canada. The equipment is designed, assembled, marketed and sold by Distributed Networks, Inc. (DINET) a wholly owned subsidiary of Wireless Data Solutions The foundation of the company's vehicle tracking and GPS location system is its adaptable, intelligent and programmable Mobile Data Terminal called "Data Mate". The MDTs are integrated with the customer's existing two-way radios, or various other wireless medium, providing valuable vehicle status information and solving a wide variety of vehicle fleet management issues. The company's intelligent MDTs contain a microprocessor and are very cost effective and affordable for those companies desiring to lower operating costs and maximize profitability through more efficient vehicle fleet accountability. Data Mate mobile data terminals from Wireless Data Solutions relieves wireless spectrum congestion shared by voice communications by searching out an opening in the spectrum and digitally transmitting a digital wireless message of up to 244 alpha numeric characters in less than a second, thus allowing dramatic increases in vehicle status and location information to be sent back to the customer's central office. The mobile data terminals also provide stored proof dates and times during operation, silent emergency alarms, and RS232 connection to mobile printers, credit card swipes and bar code scanners. Coupled with the company's mobile data terminals, DINET, Wireless Data Solutions wholly owned subsidiary, has designed and sold proprietary software called FleetVantage GOLD which resides on the customer's central office, Windows based, PC. The software translates the digital data received from vehicle fleets and acts as a sophisticated message handling center. FleetVantage GOLD provides specific mapping detail as the vehicle's location "real time". All data sent and received by FleetVantage GOLD is archived in the PC which can be accessed anytime for documentation purposes. The company's mission is focused on building a high growth and profitable public corporation by manufacturing rugged and dependable wireless communications equipment and software targeting specific niche markets that have been determined to have high demand and few competitors. Dinet's goal is to provide state of the art vehicle location and status reporting products and software that exceeds expectations of our customers; and after the sale and installation, continue relationships with preeminent support and product improvements upon which we know the customers can rely. Wireless Data Solution occupies an office in St. Cloud, Minnesota, and its wholly owned subsidiary DINET occupies office space in Oceanside, California the principal location for all design, marketing and distribution of the company's products and services. The company's transfer agent is Computer Share Investor Services, 350 Indiana St. Suite 800, Golden, Colorado. BUSINESS DISCUSSION The company's core business segment is the construction industry, but more specifically the ready mix/concrete delivery industry. The company has, however, sold products and software into another vertical market "For Hire Transportation". Sales to the "For Hire Transportation" market is less than 5% of total revenue for the company. The company's financial performance in fiscal year 2004 resulted in a drop in revenue from approximately $832,000 for fiscal 2003 to $697,000 in fiscal 2004 a net decline of $132,000 or approximately 16%, due principally to a relatively flat construction building trend in the U.S.; an increase in competitive products, and; the need for DINET to develop a next generation product addressing the additional needs of the industry. SUPPLEMENTARY INFORMATION-PROPOSED COMBINATION OF WDSO & IDA CORPORATION As of December 10, 2004, an Agreement has been signed by the boards of Wireless Data Solutions (traded OTC:WDSO), and IDA Corporation, a privately held company in Fargo North Dakota, to combine companies. The information was first reported on Form 8K dated December 10, 2004. The final combination of the companies is contingent on WDSO shareholder approval and raising a limited amount of equity funds on or before April 30, 2005. The Agreement caps joint discussions to make both companies stronger within the industries they serve, while increasing market share and providing a competitive advantage in the various fields of producing high technology products such as: VoIP (Voice over Internet Protocol) equipment, Digital Remote Control devices used to control two-way radio base station equipment, and Fleet Mobile Data Terminal products with GPS and proprietary software oriented toward fleet vehicle tracking and other fleet related vehicle status reporting operations. The company's Mobile Data Terminals (MDTs) report and announce vehicle information to a dispatch location or central office using real-time wireless networks, and subsequently store all vehicle activity during the course of a workday. Management reports are then available to maximize the efficiency factor in vehicle operations and productivity, therefore providing customers with a compelling competitive advantage in the area served. The final combination of the companies is contingent on WDSO shareholder approval and raising a limited amount of equity funds on or before April 30, 2005. IDA Corp. has a long-standing, twenty-seven year reputation of designing and building electronic products and equipment for a wide variety of wireless applications used by federal government, State/Local governments, and business entities worldwide. The company just recently finished developing and is selling VoIP (Voice over Internet Protocol) products globally. IDA Corporation employs on site design engineering, and contract manufacturing, and the company has produced many finished goods to such companies as M/A-COM formally General Electric Radio System products, US Navy, Federal Express, NASA and Lockheed. IDA has also developed a Global Tracking Data Center, which captures information relating to automatic GPS tracking called "TRAKIT", which utilizes various wireless networks to transport data. The GTDC is also capable of providing information to various customers' outlets simultaneously via an Internet Based technology or Local Area Network for complete "hands on" monitoring of desired collateral equipment using the TRAKIT system. Globally, IDA Corp. is one of only a few companies providing this service. The focus of the combined companies would be to strive to meet objectives through R & D programs directed toward fleet vehicle optimization; further developing the company's expertise in providing specialized contract engineering and manufacturing services; building its existing customer base by providing an efficient and easy to use Global Tracking Data Center, which tracks and monitors vehicles nationwide; and, making choices to develop new products and programs designed to build value for its shareholders over the long term. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Robert Chase Since 2000, Mr. Chase has served as President of DINET, board member and is currently pro tempore President of Wireless Data Solutions. Mr. Chase has over 25 years of experience in the wireless industry, and has served as business development consultant to a number of high technology industries. His clients included Cubic Defense Systems, Qualcomm, Inc., SAIC, SpaceCom Systems, ADC Telecommunications, Teledyne Ryan Electronics and Pacific Communications Sciences, Inc. He has been instrumental in formulating early plans for companies engaged in wireless data and personally managed early sales and distribution for high tech start ups. He has also assisted companies exit chapter 11 reorganization status. Mr. Chase has worked for Motorola, General Electric and PacTel and was inducted into General Electric's Winners Circle. Mr. Chase attended Oregon State University ('71). Patrick Makovec, Chairman Mr. Makovec is currently the Chairman and CEO of Wireless Data Solutions and has been a board member since 1987. Mr. Makovec found and completed the M & A with Distributed Networks, Inc. (DINET). Mr. Makovec has been instrumental in the strategic planning process of Wireless Data Solutions and DINET by providing direction for capital funding and providing direction and counsel for completing an M & A. Mr. Makovec was President of Tel Corp a leasing company in Minnesota and holds a MS degree in Business from the University of Wisconsin, Madison. Mr. Makovec holds 8% of the stock in Wireless Data Solutions. WIRELESS DATA SOLUTIONS, INC. AND SUBSIDIARY Consolidated Financial Statements For the years ended September 30, 2003 and September 30, 2004 (UNAUDITED) ITEM IV

\ Item V MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS Liquidity and Capital Resources The company's current assets totaled approximately $142,000 compared to $117,000 one year ago. Total current liabilities totaled approximately $173,000 compared to $181,000 in the prior year. Cash was down approximately 15,000 over the previous year. Accounts receivable were up at year end because of September sales while inventory was down slightly reflecting the reduced total sales in 2004. The company fully realizes that its long-term viability rests on increasing sales substantially, which need to be accomplished through either the merger/acquisition strategy, or some type of equity funding. Revenues declined by approximately $132,000 compared to fiscal year 2003. 2004 profits totaled approximately $13,000 compared to $56,000 loss one year ago. Vigorous cost cutting was a highly significant factor in posting a profit in 2004. The general economic conditions along with the need for advanced technology were viewed as the major factors in the sales decline. Part II Item I Legal Proceedings None Item II Changes in Securities None Item III Defaults upon Senior Securities None Item IV Submission of Matters to a vote of security holders None Item V Other Information None Item VI Exhibits on Reports on Form 8K An 8K was filed on Dec 10, 2004, which reported on the proposed combination of WDS & IDA. The information is provided under the heading Supplementary Information in Part I. Item VII Subsequent Events Subsequent to 9/30/04, on Dec 10, 2004, an agreement was reached with IDA which proposed combining IDA with WDS. The details are provided under the heading Supplementary Information in Part I. Item VIII Market Price of Common Equity Quarter Ending High Bid Low Bid 12/30/02 1/32 1/32 3/31/03 1/40 1/40 6/26/03 1/40 1/40 9/30/03 1/50 1/50 12/31/03 1/8 1/16 3/31/04 1/16 1/16 6/30/04 1/16 1/16 9/30/04 1/32 1/32 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. December 30, 2004 WIRELESS DATA SOLUTIONS, INC. /s/ Patrick Makovec Patrick Makovec Chairman of the Board

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