-----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, OopipmYrMfuvHazLjKXHz/bcm33+D1WCfyETt+xN0apUfVXKlo0guvs2UmVKorBy BtP7dr2zUhTmB9lU2R1d5Q== 0001020568-98-000027.txt : 19980707 0001020568-98-000027.hdr.sgml : 19980707 ACCESSION NUMBER: 0001020568-98-000027 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980531 FILED AS OF DATE: 19980706 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-02749 FILM NUMBER: 98660592 BUSINESS ADDRESS: STREET 1: 1324 MOTOR PARKWAY STE 134 CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5167511375 MAIL ADDRESS: STREET 1: 1324 MOTOR PARKWAY STE 134 CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 10QSB 1 3 MONTHS ENDED 05/31/98 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 May 31, 1998 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from_____to_____ Commission file number 0-2749 DISTINCTIVE DEVICES, INC. (Name of small business issuer in its charter New York 13-1999951 (State of incorporation or organization) (I.R.S. Identification No.) Suite 134, 1324 Motor Parkway, Hauppauge, New York 11788 (Address of principal executive offices) Issuer's telephone number: (516)751-1375 Former name, former address and former fiscal year, if changed since last report: N/A 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( ) Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes(X) No( ) 4,119,902 shares of issuer's common stock, $.05 par value, were outstanding at May 31, 1998. Issuer has no other class of common equity. DISTINCTIVE DEVICES, INC. AND SUBSIDIARY INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated balance sheeets-- May 31, 1998 and February 28, 1998 3 Consolidated statements of income-- Three months ended May 31, 1998 and l997 4 Consolidated statements of cash flows-- Three months ended May 31, 1998 and 1997 5 Notes to financial statements-- May 31, 1998 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS 7 Item 6. EXHIBITS AND REPORTS ON FORM 8-K 7 SIGNATURES 8 PART I - FINANCIAL INFORMATION Item 1. Financial Statements DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS May 31, February 28, 1998 1998 (Unaudited) (Audited) ASSETS Current Assets Cash and cash equivalents $ 332,729 $ 339,539 Investments available-for-sale 99,688 99,500 Receivable, covenant not to compete, current portion 7,077 7,574 ------- ------- Total Current Assets 439,494 446,613 Receivable, covenant not to compete, long term portion 9,923 11,255 Property and Equipment, net 540 630 ------- ------- $ 449,957 $ 458,498 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 3,555 $ 5,920 -------- -------- Total Current Liabilities 3,555 5,920 Commitments and contingencies-- See accompanying notes Shareholders' Equity Preferred stock, $1.00 par value Shares authorized - 1,000,000 Issued and outstanding - None Common stock, $.05 par value Shares authorized - 20,000,000 Issued and outstanding - 4,119,902 205,995 205,995 Additional paid-in capital 630,178 630,178 Accumulated deficit (390,169) (383,805) Unrealized gain on investments 398 210 -------- -------- Total Shareholders' Equity 446,402 452,578 -------- -------- $ 449,957 $ 459,498 ======== ======== The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended May 31, 1998 1997 Revenues: Covenant not to compete $ 6,750 $ 1,215 Interest income 6,333 7,003 ------ ------ 13,083 $ 8,218 Administrative expenses (19,447) (17,208) ------ ------ Net loss $(6,364) $(8,990) ====== ====== Net loss per share of common stock (basic and diluted) $(0.002) $(0.002) ====== ====== Average number of common shares outstanding 4,119,902 4,119,902 The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended May 31, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (6,364) $ (8,990) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 90 90 Decrease in operating assets: Accounts receivable 0 10,700 Decrease in operating liabilities: Accounts payable and accrued expenses (2,365) (5,602) ------- ------ (8,639) (3,802) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in non-trade receivable 1,829 0 ------- ------- 1,829 0 CASH AND CASH EQUIVALENTS Decrease during period (6,810) (3,802) At beginning of period 339,539 363,122 ------- ------- At end of period $ 332,729 $ 359,320 ======= ======= SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ -- $ -- Franchise taxes paid $ 380 $ 775 The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) May 31, 1998 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month period ended May 31, 1998 are not necessarily indicative of results that may be expected for the year ended February 28, 1999. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended February 28, 1998. NOTE B - CURRENT AND LONG-TERM RECEIVABLES FROM COVENANT NOT TO COMPETE As discussed in its Annual Report on Form 10-KSB for the year ended February 28, 1997, the Company's operating assets and businesses were sold on July 12, 1996. Upon closing, the Company received cash equal to the approximate book value of receivables, inventories and equipment. Added consideration is payable monthly, over a four-year term following the sale date, in exchange for the Company's commitment not to compete with the buyer. Such payment amounts are subject to reduction if control of the Company changes during the four-year term. The date of such control change cannot be predicted. In the interim, financial statements reflect amounts received under non-compete provisions of the business sale agreement and the discounted value of probable future payments, based upon management's best estimate. NOTE C - NON-CASH INVESTING ACTIVITY Investments available-for-sale are 4-3/4% U.S. Treasury Notes par value $100,000 due October 31, 1998, valued at market. Market value rose $188 during the three-month period ended May 31, 1998. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: Since the sale of its businesses on July 12, 1996, the Company has had no operating revenues. As a consequence, a loss resulted from continuing operations for the three-month periods ended May 31, 1998 and 1997. For information regarding the business sale agreement, reference is made to the Company's Annual Report on Form 10-KSB for the year ended February 28, 1997. Revenues include noncompete consideration and interest earned on cash equivalents and investments. Noncompete consideration earned during the latest three-month period does not include receipt of $2,250, which represents the value of payments received which were previously classified (on a discounted basis)as receivable from the covenant not to compete. FINANCIAL CONDITION: Except for estimated amounts to be received from the buyer of the Company's businesses, assets consist of cash and marketable investments. Liabilities represent routine administrative expenses, either payable or accrued at the balance sheet date. The Company has no debt and no financial commitments outstanding. CURRENT ACTIVITIES: The Company is actively continuing efforts to identify a suitable merger partner, preferably a profitable, privately-held business seeking public ownership. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 6. EXHIBITS AND REPORTS ON FORM 8-K No Report on Form 8-K was filed during the period for which this Quarterly Report is filed. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: DISTINCTIVE DEVICES, INC. June 25, 1998 /s/ EARL M. ANDERSON, JR. Earl M. Anderson, Jr. President and Principal Executive Officer June 25, 1998 /s/ JAMES R. HAWK James R. Hawk Treasurer and Principal Accounting Officer Treasurer and Principal EX-27 2
5 3-MOS FEB-28-1999 MAY-31-1998 332,729 99,688 17,000 0 0 439,494 540 0 449957 3,555 0 0 0 205,995 630,576 449,957 13,083 13,083 0 0 19,447 6,364 0 0 0 0 0 0 0 0 0 (.002)
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