Dac Technologies Group International Inc
Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

     
þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

     
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to ______

Commission File Number 000-29211

DAC Technologies Group International, Inc.

(Name of Small Business Issuer in its charter)
     
Florida   65-0847852

 
 
 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1601 Westpark Drive #2 Little Rock, AR   72204

 
 
 
(Address of principal executive offices)   (Zip Code)

(501) 661-9100
(Issuer’s telephone number)

     Check whether the Issuer (1) has filed all reports required to be filed by the 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.

     (1) Yes x No o (2) Yes x No o

     State the number of shares outstanding of each of the issuer’s class of common equity, as of the latest practicable date. As of November 4, 2004, 6,180,864 shares of Common Stock are issued and outstanding.

     Transitional Small Business Disclosure Format: Yes o No x



 


Table of Contents

TABLE OF CONTENTS

             
        Page
        3  
 
           
  FINANCIAL STATEMENTS     3  
 
           
        10  
 
           
  MANAGEMENT’S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION        
 
           
  Summary     11  
 
           
  Financial Condition and Results of Operations     13  
 
           
  Liquidity and Capital Resources     15  
 
           
  Trends     15  
 
           
  Critical Accounting Estimates     16  
 
           
  CONTROLS AND PROCEDURES     17  
 
           
 
           
        17  
 
           
  LEGAL PROCEEDINGS     17  
 
           
  CHANGES IN SECURITIES     18  
 
           
  DEFAULTS UPON SENIOR SECURITIES     18  
 
           
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     18  
 
           
  OTHER INFORMATION     18  
 
           
  EXHIBITS AND REPORTS ON FORM 8-K     19  
 
           
        20  
 Section 302 Certification of CEO
 Section 302 Certification of CFO
 Section 906 Certification of CEO
 Section 906 Certification of CFO

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PART I

ITEM 1. FINANCIAL STATEMENTS

     Our financial statements are contained in pages 4 through 9 following.

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DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.

Balance Sheet (Consolidated)

September 30, 2004
Unaudited

         
Assets
       
 
       
Current assets
       
Cash
  $ 230,200  
Accounts receivable, less allowance for doubtful accounts of $5,500
    337,528  
Due from factor
    513,558  
Inventories
    1,952,718  
Prepaid expenses and deferred charges
    117,517  
Current deferred income tax benefit
    9,000  
 
   
 
 
Total current assets
    3,160,521  
 
   
 
 
 
       
Property and equipment
       
Furniture and fixtures
    145,003  
Leasehold improvements
    21,909  
Molds, dies, and artwork
    478,169  
 
   
 
 
 
    645,081  
Accumulated depreciation
    (423,684 )
 
   
 
 
Net property and equipment
    221,397  
 
   
 
 
 
       
Other assets
       
Patents and trademarks, net of accumulated amortization of $51,836
    159,412  
Advances to employees
    3,325  
Deposits
    1,435  
Note receivable — related party
    106,927  
Note receivable — stockholder
    58,771  
 
   
 
 
Total other assets
    329,870  
 
   
 
 
 
       
Total assets
  $ 3,711,788  
 
   
 
 

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DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.

Balance Sheet (Consolidated)

September 30, 2004
Unaudited

         
Liabilities and Stockholders’ Equity
       
 
       
Current liabilities
       
Notes payable
  $ 306,390  
Accounts payable-trade
    1,061,947  
Accrued payroll tax withholdings
    86,253  
Accrued expenses-other
    20,725  
Income taxes payable
    58,241  
 
   
 
 
Total current liabilities
    1,533,556  
 
   
 
 
 
       
Long-term liabilities
       
Deferred tax liability
    44,000  
 
   
 
 
 
       
Total liabilities
    1,577,556  
 
   
 
 
 
       
Stockholders’ equity
       
Common stock, $.001 par value; authorized 50,000,000 shares; issued 6,310,864 shares; outstanding 6,180,864 shares
    6,311  
Preferred stock, $.001 par value; authorized 10,000,000 shares; none issued and outstanding
     
Treasury stock, at cost
    (101,400 )
Additional paid-in capital
    1,962,753  
Retained earnings (deficit)
    266,568  
 
   
 
 
Total stockholders’ equity
    2,134,232  
 
   
 
 
 
       
Total liabilities and stockholders’ equity
  $ 3,711,788  
 
   
 
 

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DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.

Statements of Operations (Consolidated)

For The Nine Months Ended September 30, 2004 and 2003
Unaudited

                 
    2004
  2003
Net sales
  $ 5,053,397     $ 2,793,927  
 
               
Cost of sales
    3,079,983       1,664,880  
 
   
 
     
 
 
 
               
Gross profit
    1,973,414       1,129,047  
 
   
 
     
 
 
 
               
Operating expenses
               
Selling
    622,272       366,848  
General and administrative
    618,430       531,667  
 
   
 
     
 
 
Total operating expenses
    1,240,702       898,515  
 
   
 
     
 
 
 
               
Income from operations
    732,712       230,532  
 
   
 
     
 
 
 
               
Other income (expense)
               
Interest expense
    (95,851 )     (77,568 )
Interest expense — stockholder notes
    (6,334 )     (17,885 )
Other income
    335       76,610  
 
   
 
     
 
 
Total other income (expense)
    (101,850 )     (18,843 )
 
   
 
     
 
 
 
               
Income before income tax expense
    630,862       211,689  
 
               
Provision for income taxes
    129,708       82,522  
 
   
 
     
 
 
 
               
Net income
  $ 501,154     $ 129,167  
 
   
 
     
 
 
 
               
Numerator — net income
  $ 501,154     $ 129,167  
 
               
Denominator — weighted average number of shares outstanding
    5,880,374       5,791,005  
 
   
 
     
 
 
 
               
Basic earnings (loss) per share
  $ 0.09     $ 0.02  
 
   
 
     
 
 

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DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.

Statements of Operations (Consolidated)

For The Three Months Ended September 30, 2004 and 2003
Unaudited

                 
    2004
  2003
Net sales
  $ 2,095,876     $ 1,107,385  
 
               
Cost of sales
    1,277,655       657,248  
 
   
 
     
 
 
 
               
Gross profit
    818,221       450,137  
 
   
 
     
 
 
 
               
Operating expenses
               
Selling
    255,215       169,968  
General and administrative
    215,659       181,317  
 
   
 
     
 
 
Total operating expenses
    470,874       351,285  
 
   
 
     
 
 
 
               
Income from operations
    347,347       98,852  
 
   
 
     
 
 
 
               
Other income (expense)
               
Interest expense
    (33,161 )     (29,318 )
Interest expense — stockholder notes
    (815 )     (3,860 )
Other income
          75,133  
 
   
 
     
 
 
Total other income (expense)
    (33,976 )     41,955  
 
   
 
     
 
 
 
               
Income before income tax expense
    313,371       140,807  
 
               
Provision for income taxes (benefit)
    123,441       58,356  
 
   
 
     
 
 
 
               
Net income
  $ 189,930     $ 82,451  
 
   
 
     
 
 
 
               
Numerator — net income
  $ 189,930     $ 82,451  
 
               
Denominator — weighted average number of shares outstanding
    6,180,864       5,773,817  
 
   
 
     
 
 
 
               
Basic earnings (loss) per share
  $ 0.03     $ 0.01  
 
   
 
     
 
 

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DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.

Statements of Cash Flows (Consolidated)

For the Nine Months Ended September 30, 2004 and 2003
Unaudited

                 
    2004
  2003
Cash flows from operating activities
               
Net income
  $ 501,154     $ 129,167  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Issuance of common stock for services
          12,873  
Receipt of treasury stock in lawsuit settlement
          (101,400 )
Depreciation
    44,494       43,642  
Amortization
    10,868       9,744  
Imputed interest on note receivable
    (335 )     (1,985 )
Deferred income tax provision
    71,467       82,522  
Changes in operating assets and liabilities
               
Accounts receivable
    (238,228 )     (115,679 )
Due from factor
    (290,529 )     32,113  
Inventories
    (1,043,366 )     (537,876 )
Deposits
    (1,435 )      
Prepaid expenses
    (76,413 )     28,470  
Accounts payable — trade
    544,367       643,156  
Accrued payroll tax withholdings
    7,382       (39,744 )
Accrued expenses other
    1,646       465  
Income taxes payable
    58,241        
 
   
 
     
 
 
Net cash (used in) provided by operating activities
    (410,687 )     185,468  
 
   
 
     
 
 
 
               
Cash flows from investing activities
               
Purchases of property and equipment
    (41,793 )     (13,710 )
Purchases of patents and trademarks
          (60,000 )
Payments on note receivable
    45,000        
Advances to employees
          698  
Advances on note receivable — related party
    (34,409 )     (28,655 )
Payments on note receivable — stockholder
    32,467       10,348  
 
   
 
     
 
 
Net cash provided by (used in) investing activities
    1,265       (91,319 )
 
   
 
     
 
 
 
               
Cash flows from financing activities
               
Issuance of common stock for cash
    714,156        
Repayments on notes payable
    (36,191 )     (60,748 )
Repayments on notes payable — stockholders
    (142,719 )     (20,865 )
 
   
 
     
 
 
Net cash provided by (used) in financing activities
    535,246       (81,613 )
 
   
 
     
 
 
 
               
Increase (decrease) in cash
    125,824       12,536  
 
               
Cash — beginning of period
    104,376       13,378  
 
   
 
     
 
 
 
               
Cash — end of period
  $ 230,200     $ 25,914  
 
   
 
     
 
 

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DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.

Statements of Cash Flows (Consolidated)

For the Three Months Ended September 30, 2004 and 2003
Unaudited

                 
    2004
  2003
Cash flows from operating activities
               
Net income
  $ 189,930     $ 82,451  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Receipt of treasury stock in lawsuit settlement
            (101,400 )
Depreciation
    16,023       14,501  
Amortization
    3,623        
Imputed interest on note receivable
          (682 )
Deferred income tax provision
    65,200       58,356  
Changes in operating assets and liabilities
               
Accounts receivable
    (13,109 )     (84,434 )
Due from factor
    (344,459 )     (21,046 )
Inventories
    (293,278 )     (535,312 )
Prepaid expenses
    (25,483 )     32,055  
Accounts payable — trade
    (124,225 )     685,455  
Accrued payroll tax withholdings
    (5,831 )     (18,410 )
Accrued expenses other
    (6,983 )     4,476  
Income taxes payable
    58,241        
 
   
 
     
 
 
Net cash (used in) provided by operating activities
    (480,351 )     116,010  
 
   
 
     
 
 
 
               
Cash flows from investing activities
               
Purchases of property and equipment
    (12,589 )     (6,074 )
Purchases of patents and trademarks
          (60,000 )
Advances to employees
          2,668  
Payments on note receivable — stockholder
    31,694       348  
 
   
 
     
 
 
Net cash provided by (used in) investing activities
    19,105       (63,058 )
 
   
 
     
 
 
 
               
Cash flows from financing activities
               
Repayments on notes payable
    (12,705 )     (17,128 )
Repayments on notes payable — stockholders
    (108,776 )     (13,640 )
 
   
 
     
 
 
Net cash provided by (used) in financing activities
    (121,481 )     (30,768 )
 
   
 
     
 
 
 
               
Increase (decrease) in cash
    (582,727 )     22,184  
 
               
Cash — beginning of period
    812,927       3,730  
 
   
 
     
 
 
 
               
Cash — end of period
  $ 230,200     $ 25,914  
 
   
 
     
 
 

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PART F/S

DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
SELECTED NOTES TO FINANCIAL STATEMENTS

  Nature of Business

     DAC Technologies Group International, Inc. (the “Company”), is in the business of developing, marketing and outsourcing the manufacture of various consumer products, patented and non-patented. The Company’s primary business is gun safety and gun maintenance; with a target consumer base of sportsmen, hunters and outdoors men, and recreational enthusiasts. The Company’s products have historically been security related, evolving from various personal, home and automotive electronic security devices, to firearm safety devices such as gun and trigger locks, cable locks and safes. In 2003, the product line was expanded to include a line of gun cleaning kits.

     The majority of the Company’s products are manufactured and imported from mainland China and shipped to a central location in Little Rock, Arkansas for distribution. These products, along with other items manufactured in the United States, are sold primarily to mass merchants and sporting goods retailers throughout the United States and international locations.

  Organization and Summary of Significant Accounting Policies

     Organization and basis of presentation - The Company was incorporated as a Florida corporation in July 1998, under the name DAC Technologies of America, Inc. In July 1999, the Company changed its name to DAC Technologies Group International, Inc.

     Unaudited interim consolidated financial statements - The accompanying consolidated financial statements of the Company as of and for the nine months ended September 30, 2004 and 2003 and for the three months ended September 30, 2004 and 2003 are unaudited, but, in the opinion of management, reflect the adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of such financial statements in accordance with accounting principles generally accepted in the United States. The significant accounting policies applied to these interim financial statements are consistent with those applied to the Company’s December 31, 2003 audited financial statements included in the Company’s Form 10KSB. The results of operations for an interim period are not necessarily indicative of the results for a full year.

  Equity Transactions

     On March 11, 2004, the Company engaged Keane Securities Co., Inc., our placement agent, to raise a maximum of $1.7 million with a minimum of $500,000 through a private placement offering of the Company’s common stock. The offering closed on June 29, 2004, and raised approximately $800,000 before issuance costs. A total of 467,808 shares of common stock were sold at a price of $1.71 per share. In addition to the shares, investors were also issued 233,904 warrants, and our placement agent was issued 160,000 warrants, which upon collective exercise, will enable the warrant holders to purchase an additional 393,904 shares at a price of $2.57 per share. These warrants were not included in a computation of diluted net earnings per share, as the effect would have been antidilutive.

     On October 20,2004, the Company filed a registration statement with the Securities and Exchange Commission on Form SB-2, pursuant to its obligations under the Registration Rights Agreement between the Company and the aforementioned investors in the private placement. The registration statement is presently pending before the SEC.

  Income Taxes

     During 2003, the Company received a final audit determination letter from the Internal Revenue Service which disallowed the S-Corporation status of DAC Technologies of America, Inc., the predecessor to the Company. As a result of this determination, net tax losses recognized by the members of DAC Technologies of America, Inc. were disallowed resulting in such losses inuring to the Company and as such, becoming additional net operating losses. Previously, the tax impact to be recorded by the Company based on this event had been undeterminable. However, during the second quarter of 2004, the amount of these net tax losses was determined to be $420,634. Pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, the full effect of these net operating losses was recorded in the second quarter. These net operating losses have been fully utilized to offset 2004 net income earned.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

The following Management Discussion and Analysis of Financial Condition is qualified by reference to and should be read in conjunction with our Consolidated Financial Statements and the Notes thereto as set forth at the end of this document. We include the following cautionary statement in this Form 10QSB for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performances and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

Factors that could cause actual results to differ from expectations include, without limitation:

  achieving planned revenue and profit growth in each of the Company’s business units;
 
  renewal of purchase orders consistent with past experience;
 
  increasing price, products and services competition;
 
  emergence of new competitors or consolidation of existing competitors;
 
  the timing of orders and shipments;
 
  continuing availability of appropriate raw materials and manufacturing relationships;
 
  maintaining and improving current product mix;
 
  changes in customer requirements and in the volume of sales to principal customers;
 
  changes in governmental regulations in the various geographical regions where the Company operates;
 
  general economic and political conditions,
 
  attracting and retaining qualified key employees;
 
  the ability of the Company to control manufacturing and operating costs; and
 
  continued availability of financing, and financial resources on the terms required to support the Company’s future business strategies.

In evaluating these statements, you should consider various factors, including those summarized above, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company’s actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

(a) Summary

The third quarter saw the Company continue to improve its sales and profits for 2004 over prior periods. Net sales for the third quarter, for the first time in Company history, exceeded two million dollars on a quarterly basis. The key to this success, and continued success in the future, has been management’s ability to identify, develop and bring to market new products of high quality, and at prices at or below its competition. The development of these new products, particularly the Company’s GunMaster line of gun cleaning kits in 2003, has enabled the Company to significantly increase its revenues and net income during the first nine months of 2004 over the prior year.

For the nine months ended September 30, 2004, net sales and net income were $5,053,397 and $501,154, respectively. These represent increases of 81% and 288%, respectively, over the same nine month period in 2003. Earnings per share for the nine months was nine cents per share as compared with two cents for the same period in 2003.

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The fourth quarter has historically been the Company’s strongest quarter in terms of both sales and profits. Management still expects sales for 2004 to be in the $8,000,000 to $10,000,000 range with earnings in the 18 to 20 cents per share range.

We have introduced a new product in October, our GunMaster wooden tool box/workbench. This new item is currently being run as a Christmas promotion in Wal-Mart. We have also been working on our product line for 2005, and anticipate adding 20 to 30 new products to complement our existing line. These new products will be primarily additional gun cleaning kits, a line of accessories for All Terrain Vehicles and softline (cut & sew) items for the hunting accessory market.

     Details

     We are in the business of developing, marketing and outsourcing the manufacture of various consumer products, patented and non-patented, designed to enhance and provide security for the consumer and for his property. We have placed particular emphasis on Original Equipment Manufacturers (OEM) gun manufacturers, gun cleaning kits and gun accessories. In particular, our products consist of gun locks, trigger locks, gun cleaning and accessory items, security safes, specialty safes, personal protection devices and items for the health care industry.

     A significant portion of our business is with mass market retailers such as Wal Mart and Kmart, as well as OEM gun manufacturers. With the addition of our “Gunmaster” gun cleaning kits, we continue to increase our business with sporting goods retailers and distributors.

     The Company’s business plan and strategy for growth focuses on:

    increased penetration of our existing markets, particularly in the gun cleaning and accessories market;
 
    development of new products for the sporting goods market;
 
    identify and develop new markets for gun cleaning kits, i.e. government, law enforcement and military;
 
    adoption of new technologies for safety and security products and adoption of new product lines;
 
    identification and recruitment of effective manufacturer’s representatives to actively market these products on a national and international basis; and
 
    aggressive cost containment

     Management believes that continued growth will require the Company to continually innovate and improve its existing line of products and services to meet consumer, industry and governmental demands. In addition, we must continue to develop or acquire new and unique products that will appeal to gun owners.

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     In addition to our traditional products, our management is actively pursuing initiatives which may add complementary businesses, products and services. These initiatives are intended to broaden the base of revenues to make us less dependent on particular products. By developing businesses which focus on products and services which complement our current line of products, management hopes to leverage these opportunities to not only develop new sources of revenue, but to strengthen the demand for our existing products.

     Our products can be grouped into four main categories: (a) gun safety, (b) gun maintenance, (c) personal security and (d) non-security products. In developing these products, we focus on developing features, establishing patents, and formulating pricing to obtain a competitive edge. We currently design and engineer our products with the assistance of our Chinese and domestic manufacturers, who are responsible for the tooling, manufacture and packaging of our products.

  (A)   Gun Safety. We market ten (10) different gun safety locks and five security and specialty safes. The gun locks’ composition range from plastic to steel, keyed trigger locks to cable locks. The security safes are of heavy duty, all steel construction and are designed for firearms, jewelry and other valuables. Nine of the Company’s gun locks and three safes have been certified for sale consistent with the standards set out by the State of California. These standards have been adopted by other states and by a variety of gun manufacturers.
 
  (B)   Gun Maintenance. We market over thirty-five different gun cleaning kits, rod sets, tools and accessories used to clean and maintain virtually any firearm on the market. These kits are solid brass, and consist of “universal” kits designed to fit a variety of firearms, caliber specific kits, as well as replacement brushes, mops, etc. These kits are available in solid wood or aluminum cases, as well as blister packed.
 
  (C)   Personal Security. We market over seven (7) different electronic security devices designed to protect the person, as well as pepper spray and tear gas.
 
  (D)   Non-Security Products. We market two licensed products, the Clampit Cupholder and Plateholder. We also market through Wal-Mart and other customers nationwide, the Sportsman’s’s Lighter, a windproof, water resistant, refillable butane lighter.

     Our website (www.dactec.com) has been redesigned. All of our products will be available via e-commerce on this new site. Our web site is intended to be the only direct link by the Company to the retail market.

(b) Financial Condition and Results of Operations

     Financial Condition

     The Company’s overall financial condition continues to improve greatly. A summary of significant balance sheet items as of September 30, 2004 as compared to December 31, 2003 is summarized below:

                         
    Sept. 30, 2004
  Dec. 31, 2003
  $Increase
Cash
  $ 230,200     $ 104,376     $ 125,824  
Accounts receivable
  $ 337,528     $ 99,300     $ 238,228  
Due from factor
  $ 513,558     $ 223,029     $ 290,529  
Inventories
  $ 1,952,718     $ 909,352     $ 1,043,366  
Total current assets
  $ 3,160,521     $ 1,458,293     $ 1,702,228  
Total current liabilities
  $ 1,533,556     $ 1,100,830     $ 432,726  
Net working capital
  $ 1,626,965     $ 357,463     $ 1,269,502  
Total assets
  $ 3,711,788     $ 2,019,752     $ 1,692,036  
Stockholders equity
  $ 2,134,232     $ 918,922     $ 1,215,310  

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     The primary reasons for the Company’s improved financial condition are the income for the nine month period ended September 30, 2004, and the net proceeds of $714,156 from the private placement of the Company’s stock in the second quarter of 2004.

     Cash, accounts receivable and due from factor are inter-related. The Company maintains a factoring agreement wherein it assigns its receivables. The Company is able to borrow against these receivables prior to their collection as a means of generating immediate cash if needed. For financial statement purposes, the Company’s total accounts receivables are reduced by the total assigned receivables. The total assigned receivables are reduced by the outstanding loan balance with the factor to arrive at “Due from factor”, which represents the net cash available to the Company upon collection of the receivables by the factor. The Company’s “Accounts receivable” therefore represent receivables that have not yet been legally assigned to the factor.

     A summary of this allocation is summarized below:

                 
    Sept. 30, 2004
  Dec. 31, 2003
Total accounts receivable
  $ 1,874,140     $ 1,665,143  
Assigned receivables
    (1,536,612 )     (1,565,843 )
 
   
 
     
 
 
Net accounts receivable
  $ 337,528     $ 99,300  
 
   
 
     
 
 
 
Assigned receivables
  $ 1,536,612     $ 1,565,543  
Loan balance from factor
    (1,023,054 )     (1,342,814 )
 
   
 
     
 
 
Due from factor
  $ 513,558     $ 223,029  
 
   
 
     
 
 

     The increase in inventories is due to our anticipated increase in sales in the fourth quarter of 2004, thereby increasing inventory requirements.

     The increase in current liabilities is directly related to the increase in inventory.

     Results of Operations: Summary.

     A summary of the significant operating items for both the nine month and three month periods ended September 30, 2004 as compared to the same periods in 2003 is summarized below:

                                 
    Nine Months Ended September 30, 2004 and 2003
    9/30/2004
  9/30/2003
  Increase
  % Increase
Net sales
  $ 5,053,397     $ 2,793,927     $ 2,259,470       81 %
Gross profit
  $ 1,973,414     $ 1,129,047     $ 844,367       75 %
Operating expenses
  $ 1,240,702     $ 898,515     $ 342,187       38 %
Income from operations
  $ 732,712     $ 230,532     $ 502,180       218 %
Net income
  $ 501,154     $ 129,167     $ 371,987       288 %
Earnings per share
  $ 0.09     $ 0.02     $ 0.07       350 %
                                 
    Three Months Ended September 30, 2004 and 2003
    9/30/2004
  9/30/2003
  Increase
  % Increase
Net sales
  $ 2,095,876     $ 1,107,385     $ 988,492       89 %
Gross profit
  $ 818,221     $ 450,137     $ 368,085       82 %
Operating expenses
  $ 470,874     $ 351,285     $ 119,589       34 %
Income from operations
  $ 347,347     $ 98,852     $ 248,496       251 %
Net income
  $ 189,930     $ 82,451     $ 107,480       130 %
Earnings per share
  $ 0.03     $ 0.01     $ 0.02       200 %

     Details. The increases in sales and net income are due primarily to our GunMaster gun cleaning kits. Sales of these gun cleaning kits accounted for $3,193,339 of the total sales for the nine months and $1,480,660 for the three months ended September 30, 2004, or 63% and 71% of total sales, respectively.

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     Sales volume of our other major product line, gunlocks, remains stable, accounting for $1,174,824 of the total sales for the nine months and $331,394 for the three months ended September 30, 2004, or 23% and 16% of total sales, respectively.

     Gross margins for both the nine month and three month periods ended September 30, 2004 was 39%. This is down slightly from 40% and 41% for the same periods in 2003.

     The primary reason for the increases is in operating expenses is the cost associated with increased sales. Variable costs directly related to sales, such as sales commissions, freight costs, insurance and warehouse labor accounts for 66% of the increase for the nine month period and 63% for the three month period.

     In addition, we have been exploring possible acquisitions and development of products related to the less than lethal market. Expenses incurred directly related to these activities accounts for 14% and 25% of the increases in operating expenses for the nine month and three month periods, respectively.

     During the quarter ended September 30, 2003, we recorded income of $74,450 from the receipt of treasury stock awarded in our lawsuit against our former manufacturer. Adjusting net income for the net after tax effect of this one time, non-operating event, would result in an increase in net income from operations of 498% and 393% for the nine month and three month periods over the prior year.

     We have benefitted from the income tax effect of net operating losses incurred prior to 2002. As of June 30, 2004, these net operating losses have been fully utilized. Consequently, beginning in the third quarter of 2004, we will no longer receive any benefit from these prior losses.

(c) Liquidity and Capital Resources

     Our primary source of cash are funds generated from our operations. We believe that external sources of liquidity could be obtained in the form of bank loans, letters of credit, etc., or from the sale of our equity as was recently demonstrated with our private placement. We maintain an account receivable factoring arrangement in order to insure an immediate cash flow. The factor may also, at its discretion, advance funds prior to the collection of our accounts. Advances are payable to the factor on demand. Should our sales revenues significantly decline, it could affect our short-term liquidity. For the period ending September 30, 2004, our factor had advanced us $1,023,054.

(d) Trends

     As we have discussed in previous reports, handgun safety remains a major concern, and interest to the American public, particularly in light of the accidental and intentional shootings involving children. Moreover, the tragic terrorist attack against the United States on September 11, 2001, continues to have many Americans concerned about their personal security. As a result, many people are purchasing firearms to maintain for home defense purposes. While they are purchasing handguns, many are also concerned with the safe storage and maintenance of the firearm in the home and want to purchase affordable gun safes to increase security and cleaning kits for gun care.

     The focus continues to be one of gun safety rather than legislative attempts to ban guns possibly due to the strong gun lobby and the nature of politics. Gun safety issues have been moving from the federal level to the state level through the introduction of mandatory gun lock legislation, while those at the federal level are seemingly in accord with the approach being taken by the Consumer Products Safety Commission to set measurable standards of performance for gun locking devices. The Company, with developed products that address preventive handgun safety, anticipates that it will be in a position to benefit from this trend, although this, of course, cannot be guaranteed. We believe that the continued focus on handgun safety, the use of gun locks by law enforcement agencies, the litigation aimed at gun manufacturers and corresponding about-face regarding gun safety locks begun by Smith & Wesson, as well as the gun legislation will hopefully enhance our product line revenues. In March 2000, Smith & Wesson entered into a legal settlement with the federal administration in which it pledged to equip its handguns with safety features on a schedule similar to the one proposed in the Maryland legislation, and specifically to put built-in locks in all of its handguns within the next few years.

     State legislation has been effective in increasing gun safety and minimizing gun violence. One way of accomplishing this is to require gun manufacturers to incorporate safety devices similar to the Company’s products into all handguns sold. The first regulation of this kind was passed by the Maryland state legislature in early April 2000. This legislation required gun manufacturers to incorporate safety devices similar to the Company’s products into all handguns sold. The State of California enacted legislation to establish performance standards for “firearm Safety devices,” “lock-boxes,” and “safes”. These standards permit an attack on the gun lock or safe with hand tools, such as hammers, screwdrivers, electric drills, screw and hack saws. This legislation requires manufacturers to have their products tested by an independent testing laboratory in order to be listed as an approved device. This testing has resulted in significant expenditures to the company. We anticipate that similar standards will be adopted throughout the United States in the next few years.

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(e) Critical Accounting Estimates

     The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Company’s significant accounting policies are discussed in detail in Note 2 to the December 31, 2003 audited consolidated financial statements included in the Company’s Form 10K-SB. Certain of these accounting policies as discussed below require management to make estimates and assumptions about future events that could materially affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgements and uncertainties. For all of these estimates, we caution that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

     Long-lived Assets. Depreciation expense is based on the estimated useful lives of the underlying property and equipment. Although the Company believes it is unlikely that any significant changes to the useful lives of its property and equipment will occur in the near term, an increase or decrease in the estimated useful lives would result in changes to depreciation expense.

     The Company continually reevaluates the carrying value of its long-lived assets, for events or changes in circumstances, which indicate that the carrying value may not be recoverable. As part of this reevaluation, if impairment indicators are present, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposal. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying value of the asset, an impairment loss is recognized to reduce the carrying value of the long-lived asset to the estimated fair value of the asset.

     Patents and Trademarks. Amortization expense is based on the estimated economic useful lives of the underlying patents and trademarks. Although the Company believes it is unlikely that any significant changes to the useful lives of its patents and trademarks will occur in the near term, rapid changes in technology or changes in market conditions could result in revisions to such estimates that could materially affect the carrying value of these assets and the Company’s future consolidated operating results.

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ITEM 3. CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures.

    The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective.
 
(b)   Changes in internal controls.
 
    The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the Company’s internal control over financial reporting that occurred during the period covered by this quarterly report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

     We were the plaintiff against our former manufacturer SKIT International, Ltd. and Uni-Skit Technologies, Inc. which alleged breach of a manufacturing contract which required defendants to manufacture certain of our products with the range of “competitive pricing”, a defined term. We sought damages and recision of 165,000 shares of our common stock as part of the compensation paid to the defendants. The defendants denied the allegations and counterclaimed for an outstanding balance of $182,625, for recision of the manufacturing agreement and for damage to its business reputation.

     In August of 2003, this suit went to trial before a twelve member jury in the Circuit Court of Pulaski County, Arkansas. The jury awarded the Company damages in the amount of $1,650,560, which includes the value of the returned shares of stock previously issued to the defendants. In addition, all counterclaims of the defendants were dismissed. Pursuant to an order of the Court, the shares issued to the defendants have been cancelled and reissued to the Company. We have not yet been successful in collecting the damage award, thus it has not been provided for in the Company’s consolidated financial statements, with the exception of the return of the shares of common stock into the Company’s treasury.

     On October 23, 2003, the Company initiated suit, seeking unspecified damages, in the Circuit Court of Pulaski County, Arkansas against former manufacturers, Uni-Tat International, Inc., Uni-Champion Ltd., and their respective principals, Victor Lee and Arthur Yung, for common law fraud (as to Unit-Tat, Lee and Yung), breach of contract, and violation of the Deceptive Trade Practices Act, and for vicarious liability.

     We instituted suit along with The Collins Family Trust, our affiliate in which David Collins, our Chairman claims a beneficial interest, and DAC Technologies of America, Inc., our predecessor, against Larry Legel, our former CPA, Director and the Trustee of The Collins Family Trust. The suit, commenced in March 2001 alleged a transfer of 180,000 shares of our common stock for services which the Defendant did not provide. The suit also alleges that the Defendant breached an agreement not to sell his shares before certain private investors had recouped their investment. In October 2002, the Arkansas Court ordered the transfer rescinded and the stock returned to David Collins. Mr. Legal has noticed the appeal of the Court’s October Order.

     Subsequent to the Arkansas action, Mr. Legal instituted against the Company in August, 2001, alleging failure by the Company and its officers to permit the sale of his shares of the Company, which were the same shares that were the subject of the Arkansas action. A Motion to Dismiss was filed and granted. In February,2003, Legal filed an amended complaint, alleging that the Company failed to honor his request to sell the shares. The Company has answered the Amended Complaint, denying the substantive allegations, and affirmatively asserts that the Amended Complaint be abated or dismissed due to the decision and pendency of the Arkansas Court’s determination.

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ITEM 2. CHANGES IN SECURITIES

     On March 11, 2004, the Company engaged Keane Securities Co., Inc., our placement agent, to raise a maximum of $1.7 million with a minimum of $500,000 through a private placement offering of the Company’s common stock. The offering closed on June 29, 2004, and raised $800,000. A total of 467,808 shares of common stock were sold at a price of $1.71 per share. In addition to the shares, investors were also issued 233,904 warrants, which upon exercise, will be able to purchase an additional 233,904 shares at a price of $2.57 per share. Keane Securities Co., Inc. received a $69,000 fee and was issued 160,000 warrants that allows it to purchase up to 160,000 shares of the Company’s common stock at a price of $2.57 per share. Additionally, legal expenses incurred related to the private placement were $16,844. The warrant holders have until June 28, 2009 to exercise the warrants. The effect of this private placement was to increase the issued and outstanding shares by 8% (exclusive of the exercise of the warrants). The proceeds are to be used to reduce outstanding debt, effectuate product development and acquisitions, and provide additional working capital.

     On October 20,2004, we filed a registration statement with the SEC on form SB-2, pursuant to our obligations under the Registration Rights Agreement between us and the aforementioned investors in the private placement. The registration statement is presently pending before the SEC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8 -K

     No Form 8K was filed during this reporting period. The following documents required by Item 601 of Regulation S-B are incorporated by reference from Registrant’s Form 10SB filed with the Securities and Exchange Commission (the “Commission”), File No. 000-29211, on January 28, 2000:

     
Exhibit
  Description
2
  Asset Purchase Agreement
 
   
3(i)
  Articles of Incorporation
 
   
3(ii)
  By-laws

     Exhibits required by Item 601 of Regulation S-B attached:

     
Exhibit
  Description
31.1
  Certification of David A. Collins Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification of Robert C. Goodwin Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification of David A. Collins Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002
 
   
32.2
  Certification of Robert C. Goodwin Pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized

         
  DAC Technologies Group International, Inc.
 
 
  By:   /s/ David A. Collins    
    David A. Collins, Chairman and CEO   
 
         
     
  By:   /s/ Robert C. Goodwin    
    Robert C. Goodwin, CFO,   
       
 

November  , 2004

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