UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 23, 2004
P.D.C. INNOVATIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
0-27157
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Commission file number
Nevada 65-0789306
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
501 South Dakota Avenue, Suite 1
Tampa, Florida 33606
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(Address of principal executive offices) (Zip Code)
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813-258-0606
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 News release issued by P.D.C. Innovative Industries, Inc., dated November 23, 2004, entitled "P.D.C. INNOVATIVE INDUSTRIES ANNOUNCES DELAY IN FILING FORM 10-QSB; ANTICIPATED RESTATEMENT OF FINANCIAL STATEMENTS FOR 2ND QUARTER RESULTS 2004."
Item 12. Results of Operations and Financial Condition
On November 23, 2004, P.D.C. Innovative Industries, Inc. ("PDC") issued a news release commenting on its financial statements for the second quarter of 2004. The full text of PDC's news release is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 12 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
Statements in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and any amendments thereto. Material that is forward-looking may contain statements about expected future events and/or financial results that are forward-looking in nature. Editors and investors are cautioned that such forward-looking statements invoke risk and uncertainties that may cause the company's results to differ from such forward-looking statements. These include, but are not limited to, economic, competitive, governmental, technological and other factors discussed in the statements and/or in the company's filings with the Securities and Exchange Commission.
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.
Date: November 23,2004 P.D.C. Innovative Industries, Inc.
/s/ Paul Smith
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Paul Smith
President, (Principal
Executive Officer) and
Director
/s/ Jay E. Ostrow
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Jay E. Ostrow
Chief Financial Officer
(Principal Accounting Officer)
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE: Tuesday, November 23, 2004 CONTACT: James Kautz or Todd Atenhan, PDC Investor Relations, 888-917-5105, Paul Smith. PDC President, 813-258-0606 P.D.C. Innovative Industries Announces Delay in Filing Form 10-QSB; Anticipated Restatement of Financial Statements for 2nd Quarter Results 2004
TAMPA, Fla., Nov. 23, 2004 -- P.D.C. Innovative Industries, Inc. ("PDC" or the "Company") (OTCBB:PDCN) announced today that it will delay filing of its Form 10-QSB for the quarter ending September 30, 2004. This decision is in response to the Security and Exchange Commission's Division of Corporate Finance recent request to revise the Form 8-K dated February 16, 2004 and the Form 10-QSB for the quarter ending June 30, 2004. The Commission has stated that the merger of February 16, 2004 with Ragin' Ribs, Inc. ("RRI") is a capital transaction in substance rather than a business combination. The Company has agreed to comply with the requests made by the Division of Corporate Finance to revise its financial statements accordingly.
The requested revisions will result in a restatement of certain sections of the Company's balance sheet at the time of the merger. The Division of Corporate Finance has indicated that the owners and management of RRI have operating control of PDC as a result of the merger on February 16, 2004 and RRI should be treated as the acquiror for accounting purposes. As a result, the Company must provide audited financial statements and related pro forma disclosures for RRI accompanied with possible restatement of the Company's accumulated deficit, adjustments to a gain of debt forgiveness in the quarter ended March 31, 2004, and related revisions to Management's Discussion and Analysis and footnotes of the financial statements. The estimated effects of the restatements are preliminary and subject to audit.
The Company intends to file its Form 10-QSB for the quarter ending September 30, 2004 as soon as reasonably practicable following the filing of the aforementioned revisions. The Company anticipates an "E" will be placed on its stock symbol prior to the completion of the filing of the restatements and the 3rd Quarter Form 10-QSB.
James E. Cheatham, the Company's CEO, stated "the Company's actions to comply with the requests of the Division of Corporate Finance will clarify the accounting treatment of the merger with RRI. This will allow the Company to focus on its core business as we move into the future. It is important to keep in mind that these adjustments will have no impact on the Company's past and future operations nor our ability to implement our business plan."
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance. Such statements are subject to risks and uncertainties and other factors as may be discussed from time to time in the Company's public filings with the U.S. Securities and Exchange Commission ("Commission"), press releases and verbal statements that may be made by our officers, directors or employees acting on our behalf which could cause actual results to differ materially from those discussed in the forward looking statements and from historical results of operations. In addition to statements, which explicitly describe such risks and uncertainties, statements with the terms "believes," "belief," "expects," "plans," "anticipates" and similar statements should be considered uncertain and forward-looking. Factors that might cause such a difference include, without limitation: the uncertainty of the Company's ability to meet capital needs; competition within the fast-casual restaurant segment; the closing of projected franchise sales; and as further set forth in our public filings filed with the Commission and our press releases.