-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vl1L7TSQTodGWpoH3cJCPRsrwRF/BDcob9Wh0d0s1nMq+It9QswdDL4yUnsNN30l FqpI25xYt0FxCdzG4PI3jA== 0000950120-03-000512.txt : 20030820 0000950120-03-000512.hdr.sgml : 20030820 20030819173202 ACCESSION NUMBER: 0000950120-03-000512 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-02749 FILM NUMBER: 03856616 BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA SUITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 5612744233 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA SUSITE 100 CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 10QSB 1 d549795.txt QUARTERLY REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ______________ to ______________ COMMISSION FILE NUMBER 0-2749 ___________________________ DISTINCTIVE DEVICES, INC. (Name of small business issuer in its charter) DELAWARE 13-1999951 (State of incorporation or organization) (IRS Identification No.) One Bridge Plaza, Ste. 100 Fort Lee, NJ 07024 (Address of principal executive offices) (201) 363-9922 (Issuer's telephone number) N/A (Issuer's former address) 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 X No --- --- 7,654,736 shares of issuer's common stock, $.001 par value, were outstanding at July 31, 2003. Issuer has no other class of common equity. ================================================================================ CONTENTS PAGE PART I. FINANCIAL INFORMATION.................................................1 Item 1. Financial Statements..................................................1 CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2003 and December 31, 2002.......................................1 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three and Six Months Ended June 30, 2003 and 2002.........................2 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2003 and 2002...................................3 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.......................4 Item 2. Management's Discussion and Analysis or Plan of Operation.............8 Item 3. Controls and Procedures..............................................10 PART II - OTHER INFORMATION...................................................10 Item 6. Exhibits and Reports on Form 8-K.....................................10 SIGNATURES....................................................................11 CERTIFICATIONS................................................................12 i PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31, 2003 2002 ------------- ------------- (Unaudited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 207,378 $ 331,036 Accounts Receivable, Net 248,116 242,397 Inventories 675,862 713,252 Assets Held for Sale 6,500 6,500 Prepaid Expenses and Other Current Assets 50,702 46,787 ------------ ------------ Total Current Assets 1,188,558 1,339,972 PROPERTY AND EQUIPMENT, Net 783,287 896,843 OTHER ASSETS 82,989 91,860 ------------ ------------ Total Assets $ 2,054,834 $ 2,328,675 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Term Loan Due Banks $ 157,515 $ 278,899 Other Loans Payable 694,413 620,662 Accounts Payable and Accrued Liabilities 324,191 318,693 Accrued Professional Fees 185,841 138,154 ------------ ------------ Total Current Liabilities 1,361,960 1,356,408 CONVERTIBLE SUBORDINATED DEBENTURES - 400,000 ------------ ------------ Total Liabilities 1,361,960 1,756,408 ------------ ------------ MINORITY INTEREST 165,403 2,116 ------------ ------------ STOCKHOLDERS' EQUITY: Preferred Stock, $.001 Par; 5,000,000 Shares Authorized; None Outstanding - - Common Stock, $.001 Par; 50,000,000 Shares Authorized; 7,654,736 and 7,008,582 Shares Issued and Outstanding as of March 31, 2003 (Unaudited) and December 31, 2002, Respectively 7,654 7,008 Additional Paid-In Capital 5,710,767 5,291,413 Accumulated Deficit (5,190,950) (4,728,270) ------------ ------------ Total Stockholders' Equity 527,471 570,151 ------------ ------------ Total Liabilities and Stockholders' Equity $ 2,054,834 $ 2,328,675 ============ ============
________________________ The accompanying notes are an integral part of these financial statements. 1 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30, --------------------------- -------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Revenue, Net $ 198,614 $ 360,805 $ 776,090 $ 798,595 Cost of Goods Sold 122,132 335,253 477,203 719,979 ----------- ----------- ----------- ----------- Gross Profit 76,482 25,552 298,887 78,616 Operating Expenses 317,045 189,918 663,586 395,454 ----------- ----------- ----------- ----------- Operating Loss (240,563) (164,366) (364,699) (316,838) ----------- ----------- ----------- ----------- Other Income (Expense): Interest and Other Income 6,069 276 9,204 2,340 Interest Expense (63,148) (20,000) (107,185) (20,000) ----------- ----------- ----------- ----------- Total Other Expense (57,079) (19,724) (97,981) (17,660) ----------- ----------- ----------- ----------- Loss from Continuing Operations (297,642) (184,090) (462,680) (334,498) Discontinued Operations: Loss on Sale and Write-Down of Assets From Discontinued Operations, Net of Tax Benefit of $0 After Valuation Allowance - (19,543) - (58,784) ----------- ----------- ----------- ----------- Net Loss $ (297,642) $ (203,633) $ (462,680) $ (393,282) =========== =========== =========== =========== Weighted Average Shares of Common Stock Outstanding (1) 7,100,890 3,189,137 7,054,991 3,189,137 =========== =========== =========== =========== Loss Per Share - Basic and Diluted: Loss From Continuing Operations $ (0.04) $ (0.06) $ (0.07) $ (0.10) Loss From Discontinued Operations - (0.01) - (0.02) ----------- ----------- ----------- ----------- Net Loss Per Share - Basic and Diluted $ (0.04) $ (0.06) $ (0.07) $ (0.12) =========== =========== =========== =========== (1) The weighted average shares of common stock oustanding are not adjusted for potential effects of the Company's convertible subordinated debentures and stock options because of their antidilutive effect.
________________________ The accompanying notes are an integral part of these financial statements. 2 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
2003 2002 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: $ (241,212) $ (717,404) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Property and Equipment (4,103) (57,316) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of Term Loans (121,384) - Proceeds from Issuance of Other Loans 432,500 - Repayment of Other Loans (358,749) - Proceeds from Minority Interest (Note 7) 169,290 - ------------ ------------ Net Cash Provided by Financing Activities 121,657 - ------------ ------------ Decrease in Cash and Cash Equivalents From Continuing Operations (123,658) (774,720) Net Cash Provided By Discontinued Operations - 125,256 Cash and Cash Equivalents: Beginning of Period 331,036 689,958 ------------ ------------ End of Period $ 207,378 $ 40,494 ============ ============
________________________ The accompanying notes are an integral part of these financial statements. 3 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1: BASIS OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Distinctive Devices, Inc. and its subsidiaries (the "Company"): Webpulse Consulting, Inc., Distinctive Devices (India), PLC (96.6% owned), International Gemsource, Inc. and RealTime Systems, Ltd. NOTE 2: INTERIM FINANCIAL DATA In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America for interim financial information. These condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The annual consolidated financial statements of the Company as of December 31, 2002 should be read in conjunction with these statements. The financial information included herein has not been audited. However, management believes the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of June 30, 2003 and the results of its operations for the three and six months ended June 30, 2003 and 2002 and cash flows for the six months ended June 30, 2003 and 2002. The results of its consolidated operations and cash flows for the six month period ended June 30, 2003 are not necessarily indicative of the results of operations or cash flows for the year ending December 31, 2003. NOTE 3: REVENUE RECOGNITION Product sales are recognized when an agreement of sale exists, product delivery has occurred, pricing is final or determinable, and collection is reasonably assured. NOTE 4: INVENTORIES Inventories consist primarily of telephone equipment materials held by RealTime Systems, Ltd. Inventories are stated at cost, which approximates market, on the first-in, first-out, basis. The Company also has gemstone inventory (through International Gemsource, Inc.) which consists of rough and polished diamonds held by two customers on consignment. After a customary period allowed for examination of these goods, the gemstones will be returned or paid for, as the case may be, in accordance with common practice in the diamond industry. As of June 30, 2003, inventories consisted of the following: Raw Materials $ 259,675 Gemstones 101,450 Work-in Process 205,392 Finished Goods 109,345 $ 675,862 =========== 4 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 5: ASSETS HELD FOR SALE Assets held for sale represent equipment and inventories related to the Company's discontinued wireless ISP operations which have been segregated and written down to their estimated net realizable value. NOTE 6: CONVERTIBLE SUBORDINATED DEBENTURES In December 2001, the Company issued $400,000 principal amount of 10% convertible subordinated debentures (the "Debentures") which were scheduled to mature in 2006. In June 2003, the Debentures, including accrued interest of $20,000 due thereon, were repurchased by the Company in exchange for 646,154 shares of its common stock. NOTE 7: MINORITY INTEREST During 2003, RealTime Systems, Ltd. sold shares of preferred stock in the amount of $169,290. All of these shares were issued to outside parties. For the condensed consolidated financial statement presentation, the preferred stock has been included in minority interest, as these shares were not owned by the Company. NOTE 8: CAPITAL STRUCTURE The Company has 5,000,000 shares of preferred stock, par value $.001, authorized. The Board has the authority to issue the shares in one or more series and to fix the designation preferences, powers and other rights as it deems appropriate. The Company has 50,000,000 shares of common stock, par value $.001, authorized. Common stock has one vote per share for election of directors and all other matters submitted to a vote of stockholders. Shares of common stock do not have cumulative voting, preemptive, redemption or conversion rights. NOTE 9: STOCK OPTIONS The Company has elected to use the intrinsic valuation method prescribed under APB Opinion 25, "Accounting for Stock Issued to Employees", to account for stock-based compensation. Under this method, compensation is measured as the difference between the estimated fair value of the stock at the date of the award less the amount required to be paid. The difference, if any, is charged to expense over the periods of required service. Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," established accounting and disclosure requirements using a fair value based method of accounting for stock-based compensation plans. 5 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 9: STOCK OPTIONS (CONTINUED) On June 9, 2003, the Company granted options to purchase 712,050 shares of common stock to directors and employees, including employees of its subsidiary companies, under the 2002 Stock Option Plan. The stock options, which expire on June 8, 2007, have an exercise price of $.25 per share and vest over a four year period. Compensation expense, amounting to approximately $36,000, related to these options is to be recognized over the vesting period. As of June 30, 2003, none of the options have vested (partially or fully). The following represents the stock option activity during the current quarter ended June 30, 2003:
WEIGHTED AVERAGE SHARES PRICE --------- --------- Beginning Balance, April 1, 2003 - $ - Options granted 712,050 .25 Options exercised - - Options cancelled - - --------- -------- Ending Balance, June 30, 2003 712,050 $ .25 ========= ========
If the Company would have elected SFAS No. 123, the fair value of the grants issued during the period ended June 30, 2003 would have amounted to approximately $204,000. Since none of the stock options have vested (as previously noted), there is no effect to the pro forma net loss and earnings per share. The Company used the Black-Scholes option pricing model to determine the fair value of grants made during the period. The assumptions were applied as follows: Risk Free Interest Rate 2.2% Expected Dividend Yield 0% Expected Option Life 4 years Expected Stock Price Volatility 193% NOTE 10: GOING CONCERN As shown in the accompanying condensed consolidated financial statements, the Company incurred net losses of $462,680 and $393,282 during the six month periods ended June 30, 2003 and 2002, respectively, and had a working capital deficit of $173,402 at June 30, 2003. These factors raise a substantial doubt about the Company's ability to continue as a going concern. Management is considering obtaining financing through the issuance of debt and stock. The ability of the Company to continue as a going concern is dependent upon management's ability to continue to obtain financing, to successfully implement its business plan and to establish profitable operations. The condensed 6 DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 10: GOING CONCERN (CONTINUED) consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 11: SEGMENT INFORMATION The Company reports segments based upon the management approach, which approach designates the internal reporting that is used by management for making operating decisions and assessing performance. The Company operates three segments, Telephone Equipment, Gemstone Trading and Software and Educational. For the three months ended June 30, 3003:
SOFTWARE TELEPHONE GEMSTONE AND EQUIPMENT TRADING EDUCATIONAL CORPORATE CONSOLIDATED ------------ ----------- ----------- ------------ ------------ Revenue, net $ 42,537 $ - $ 156,077 $ - 198,614 Operating income (loss) (115,546) (757) 34,839 (159,099) (240,563) Net income (loss) (147,619) (757) 45,777 (195,043) (297,642) Assets 1,028,355 124,047 586,546 315,886 2,054,834
For the six months ended June 30, 2003:
SOFTWARE TELEPHONE GEMSTONE AND EQUIPMENT TRADING EDUCATIONAL CORPORATE CONSOLIDATED ------------ ----------- ----------- ------------ ------------ Revenue, net $ 548,535 $ - $ 227,555 $ - 776,090 Operating income (loss) (136,138) (1,362) 45,697 (272,896) (364,699) Net income (loss) (182,489) (1,362) 56,635 (335,464) (462,680) Assets 1,028,355 124,047 586,546 315,886 2,054,834
7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION During the second quarter of 2003, management devoted its attention to marketing efforts for the legacy wireline products manufactured by the Comparry's New Delhi subsidiary, RealTime Systems Ltd. ("RTS"), and preparations by RTS to begin production of TV Set-Top Boxes ("STB") As a result of these efforts, the following events occurred subsequently: (a) In mid-July, an agreement was entered into to supply RTS line drivers and data converters to Select Technologies Limited, of Bangalore, India. The agreement covers purchase orders which may be issued by Select over a three year period with a value of $3,000,000. The initial purchase order from Select has a value of $140,000. The agreement was awarded to RTS despite intense competition from Select's previous supplier, a Pacific Rim manufacturer. Select is a systems integrator serving banks, insurance companies and other corporate customers in India; (b) In early August, RTS successfully completed initial tests of its pair-gain voice product for use by the national Indian Railway System as part of project which will provide instant communications to emergency agencies from the site of a railroad accident. Purchase orders have been issued to RTS for further test installations, to be conducted in the field at locations in various regions of the country. These orders will be delivered during the current quarter, ending September 30 2003; and (c) In cooperation with the largest STB manufacturer in Germany, Galaxis Technology AG, RTS is preparing to produce STB units at its factory in New Delhi. STB use has been mandated by the Indian government for users of pay TV services, to be phased-in throughout the country over the next two years. Initially scheduled for July (when adequate supplies of STB units were not available), introduction of the program has been re-scheduled for the September-December time frame in India's four largest cities. Prototypes of RTS's STB have been delivered to the government agency in charge of this program and to India's largest cable TV network operator, for testing and approval. This step should be completed by mid-September, after which RTS plans initial production of 10,000 units. Thereafter, RTS plans to produce as many as 35,000 STB units per month. To date, no other firm, to our knowledge, has announced plans to produce STB units in India, although imports are anticipated from foreign producers. Results of Operations - --------------------- Consolidated revenues for the six months ended June 30 totalled $776,090 in 2003 compared to $798,595 in 2002. For the three months then-ended, consolidated revenues were $198,614 in 2003 compared to $360,805 in 2002. Several factors accounted for these variations. RTS, a manufacturer, was acquired by the Company in December 2002; however, we did act as a distributor of RTS equipment during 2002. For the six months ended June 30, manufacturing shipments amounted to $548,535 in 2003, while distributing revenue totalled $374,614 in 2002. The net loss for the period, for this segment, amounted to $182,489 in 2003 compared to a profit of $44,698 in 2002. The 2003 loss, in this segment, resulted from a substantial drop in shipments in the second quarter to $42,537, from $505,998 in the previous quarter. Given the fixed costs of operating RTS's 70-employee factory, the sales decline caused a net loss of $297,642 in the second quarter of 2003. As discussed, above, in this Report, steps have been taken - and are underway - to revitalize RTS operations. Gemstone trading produced the widest revenue variation, year to year, since management's attention was focused on other activities during the six-month period ended June 30, 2003. During this period, there were no sales in this 8 segment while, a year ago, gemstone sales totalled $422,739. In neither period were profit or loss results material. Operations of the Company's third segment, Software and Educational Services, are conducted by our subsidiary in Mumbai, Distinctive Devices (India), PLC. ("DDI-India"), which began operations in the latter part of 2002. Revenues totalled $71,478 in the first quarter of 2003 and more than doubled to $156,077 in the second quarter ended June 30. Net income for the six months was $56,635. Growth is attributable to generally increased activity in the market for software and hardware services and products and the growing student enrollment in the educational classes offered by DDI-India as a local franchisee of the University of Phoenix and TV satellite provider, Hughes Communications. Combining the foregoing segment results, consolidated operating losses aggregated $364,699 in the six months ended June 30, 2003, compared to a loss of $316,838 a year earlier, and $240,563 in the three months then-ended compared to $164,366 in 2002. After accounting for interest costs during these periods, and losses arising from the sale and write-down of assets from discontinued operations in the 2002 periods, the net loss for the six months ended June 30, 2003 amounted to $462,680, compared to a loss of $393,282 a year ago, while net losses for the three-month periods ended June 30 were $297,642 in 2003, compared to $203,633 in 2002. In June 2003, the Company re-purchased the outstanding $400,000 convertible debenture issued in 2001, as described in Note 6 to the within financial statements. In the same month, the first options were issued under the 2002 Stock Option Plan., as more fully described in Note 9 to the statements. Liquidity - --------- To finance longer term plans to expand the businesses of the Company's subsidiaries, management has been in discussions with underwriters regarding placement of a $10 million five year note issue, which would include warrants to purchase the Company's common stock. In the meantime, the Company is faced with a more immediate need to fund the launch of new RTS products, including STB. To finance these activities, and to alleviate the working capital deficit described in Note 10 to the within financial statements, management is currently negotiating terms for a $2 million, one year, bridge loan, intended to satisfy these requirements. Proposed loan participants are affiliates of the Company and other individuals. The interim financing will enable RTS to substantially increase sales and to realize meaningful operating earnings. This, in turn, will prove advantageous in negotiating terms and provisions with respect to placement of the proposed longer term note issue. Risks and Uncertainties - ----------------------- The Company is subject to all the risks inherent in an early stage company in the software, systems and telecommunication industries. These risks include, but are not limited to, a limited operating history, limited resources, dependence upon business and consumer acceptance of its products and services, changes taking place in electronic commerce and the general economic climate. The Company's operating results may be materially affected by these factors. STATEMENTS CONTAINED HEREIN AND ELSEWHERE IN THIS REPORT CONCERNING FUTURE ACTIVITIES, PERFORMANCE OR INTENTIONS ARE FORWARD-LOOKING STATEMENTS WHICH, BY THEIR NATURE, INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS, AND DEPEND ON CIRCUMSTANCES, THAT WILL OCCUR IN THE FUTURE, MANY OF WHICH ARE NOT WITHIN THE COMPANY'S CONTROL. ACTUAL RESULTS AND EVENTS MAY DIFFER MATERIALLY 9 FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS AS THE RESULT OF KNOWN OR UNKNOWN RISKS, UNCERTAINTIES AND/OR OTHER FACTORS AND THERE CAN BE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE CORRECT. ITEM 3. CONTROLS AND PROCEDURES Our President, Treasurer and Chief Financial Officer has concluded, based on an evaluation made within 90 days of the filing of this report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits ------------ 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K ----------------------- No Reports on Form 8-K were filed during the three months ended June 30, 2003. 10 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 thereunto duly authorized. DISTINCTIVE DEVICES, INC. (Registrant) By: /s/ Sanjay Mody ----------------------------------- Dated: August 19, 2003 Sanjay Mody President and CEO Treasurer and CFO 11 EX-31 3 ex31_1.txt EX. 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sanjay Mody, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Distinctive Devices, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d.-14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the `Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 19, 2003 /s/ SANJAY MODY ---------------------------- Sanjay Mody President and Chief Executive Officer EX-31 4 ex31_2.txt EX 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sanjay Mody, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Distinctive Devices, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or riot there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective action with regard to significant deficiencies and material weaknesses. Date: August 19, 2003 /s/ SANJAY MODY ---------------------------- Sanjay Mody Treasurer and Chief Financial Officer EX-32 5 ex32_1.txt EX. 32.1 CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 32.1 DISTINCTIVE DEVICES, INC. CERTIFICATE PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 ----------------------------- The undersigned, Sanjay Mody, the President, Chief Executive Officer, Treasurer and Chief Financial Officer of Distinctive Devices, Inc. (the "Company"), DOES HEREBY CERTIFY that: 1. The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003 (the "Report") fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 19th day of August, 2003. /s/ SANJAY MODY --------------- Sanjay Mody President, Chief Executive Officer, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----