SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) - January 28, 2005


                            DISTINCTIVE DEVICES, INC.
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             (Exact name of registrant as specified in its charter)


         Delaware                     0-2749                     13-999951
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(State or other jurisdiction       (Commission                 (IRS Employer
    of Incorporation)              File Number)              Identification No.)


         One Bridge Plaza, Ste. 100, Fort Lee, NJ                  07024
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         (Address of principal executive offices)                (zip code)


       Registrant's telephone number, including area code - (201) 363-9922
                                                            --------------

                                       N/A
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          (Former Name or Former Address, if changed since last report)





ITEM 8.1  OTHER EVENTS
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     Official documentation was received by registrant on February 8, 2005 which
provided information with respect to the filing of an insolvency petition, by
local management, on behalf of our wholly owned subsidiary, galaxis technology
AG., of Lubeck, Germany ("Galaxis"). Subsequently, similar petitions were filed
on behalf of two 100% owned subsidiaries of Galaxis, namely, Omniscience
Multimedia Lab GmbH and Convergence GmbH, both based in Lubeck. Galaxis's two
other subsidiaries, namely, galaxis sales GmbH and Hispania SL; have not filed
petitions to the best of our knowledge.

     The initial petition (Galaxis) is dated January 25, 2005 and the two
subsidiaries filed petitions dated January 27, 2005. The petitions were filed
with a local district court in Lubeck.

     In accordance with German procedure, Mr. Peter Knopfel, of Hamburg,
Germany, has been appointed the temporary insolvency administrator for Galaxis
and its two subsidiaries.

     It is our understanding that the temporary administrator will take control
of all assets of Galaxis and its subsidiaries and examine the books, records and
assets to determine whether the companies have sufficient liquid assets to
continue operations. It appears that this initial examination may take some
time. DDI continues to work with the temporary insolvency administrator on these
matters.

     DDI acquired Galaxis and its subsidiaries in a stock transaction in January
2004 along with Galaxis's debts in excess of $60 million, with the intent to
invest and restructure costs in order to benefit from the projected growth of
the merged entity in the digital television market (based on the value of
Galaxis's IP, trademarks and copyrights). Despite the large open orders for
sales of digital Set-Top Boxes from old and new customers and the recognition of
the Convergence proprietary software used by many manufacturers of chip sets and
set-top boxes, we were unable to arrange the funding required to execute the
orders due to the obligations of galaxis and its subsidiaries which accounted
for over 90% of the liabilities reported in the consolidated financials
statements of DDI.

     This event reduces the debt load significantly, and will vastly improve
DDI's consolidated financial position and facilitate the interest of investors
seeking to benefit from an opportunity in the growing digital television
technology markets worldwide.

     DDI continues to make good progress with its Indian operations and will
aggressively pursue business in India and seek ways to work with other
customers.


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                                   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.

                                         DISTINCTIVE DEVICES, INC
                                         ------------------------
                                               (Registrant)


                                         By: /s/ Sanjay Mody
                                             --------------------------
                                             Sanjay Mody,
                                             President

February 11, 2005


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