-----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, QShO1avpJQcDBdOFRWOPXikQ6WHkBr4BlRhfoFj7V9sgX9TNtFDIg1SV0OGQNcib u8+Rer65L6Q4euUrwMNq4Q== /in/edgar/work/20000814/0001020568-00-000028/0001020568-00-000028.txt : 20000921 0001020568-00-000028.hdr.sgml : 20000921 ACCESSION NUMBER: 0001020568-00-000028 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTINCTIVE DEVICES INC CENTRAL INDEX KEY: 0000059963 STANDARD INDUSTRIAL CLASSIFICATION: [5084 ] IRS NUMBER: 131999951 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-02749 FILM NUMBER: 696325 BUSINESS ADDRESS: STREET 1: 110 E ATLANTIC AVENUE STREET 2: SUITE 230 CITY: DELRAY BEACH STATE: FL ZIP: 33444 BUSINESS PHONE: 5612744233 MAIL ADDRESS: STREET 1: 110 E ATLANTIC AVENUE STE 134 CITY: DELRAY BEACH STATE: FL ZIP: 33444 FORMER COMPANY: FORMER CONFORMED NAME: LMC DATA INC DATE OF NAME CHANGE: 19761021 10QSB 1 0001.txt 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, 2000 ( ) 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) New York 13-1999951 (State of incorporation or organization) (IRS Identification No.) 110 E. Atlantic Avenue, Suite 240, Delray Beach, Florida 33444 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (561)274-4233 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( ) 17,163,404 shares of issuer's common stock, $.05 par value, were outstanding at July 31, 2000. Issuer has no other class of common equity. INDEX Page PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets-- June 30, 2000 3 Condensed Consolidated Statements Of Operations-- Three months ended June 30, 2000 and 1999 February 5, 1998 Inception to June 30, 2000 4 Condensed Consolidated Statements Of Changes In Stockholders' Equity-- Inception to June 30, 2000 5 Condensed Consolidated Statements Of Cash Flows-- Three months ended June 30, 2000 and 1999 February 5, 1998 Inception to June 30, 2000 6 Notes To The Condensed Consolidated Financial Statements 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 9 PART II - OTHER INFORMATION Item 5. OTHER INFORMATION 10 Item 6. EXHIBITS AND REPORTS ON FROM 8-K 10 SIGNATURES 11 PART I - FINANCIAL INFORMATION Item 1. - FINANCIAL STATEMENTS DISTINCTIVE DEVICES, INC. AND SUBSIDIARY (Development Stage Companies) CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) June 30, 2000 ASSETS CURRENT ASSETS Cash $ 1,453,292 Other Receivables 290,000 Prepaid Expenses 14,000 --------- Total Current Assets 1,757,292 PROPERTY AND EQUIPMENT, Net 838,267 OTHER ASSETS 69,954 --------- $ 2,665,513 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable and Accrued Liabilities $ 18,763 ------ COMMITMENTS MINORITY INTEREST STOCKHOLDERS' EQUITY Preferred Stock, Par Value $1; Authorized 1,000,000 Shares, Issued 0 Shares Common Stock, Par Value $.05; Authorized 20,000,000 Shares 858,170 Additional Paid-In Capital 3,396,717 Deficit Accumulated During the Development Stage (1,608,137) --------- 2,646,750 --------- $ 2,665,513 ========= The Accompanying Notes are an Integral Part of These Financial Statements DISTINCTIVE DEVICES, INC. AND SUBSIDIARY (Development Stage Companies) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Six Months Period From Ended Ended February 5, 1998 June 30, June 30, (Inception) to 2000 1999 2000 1999 June 30, 2000 Revenue $ $ $ $ $ General and Administrative Expenses 606,768 196,250 1,106,543 283,411 1,844,347 ------- ------- --------- ------- --------- Operating Loss (606,768) (196,250) (1,106,543) (283,411) (1,844,347) Interest and Other Income 26,345 32,544 44,344 ------- ------- --------- ------- --------- (580,423) (196,250) (1,073,999) (283,411) (1,800,003) Minority Interest 32,010 51,628 34,973 170,673 ------- ------- --------- ------- Net Loss $ (580,423) $ (164,240) $(1,022,371) $ (248,438) $(1,629,330) ======= ======= ========= ======= ========= Weighted Average Shares of Common Stock Outstanding 17,163,404 6,000,000 15,838,826 6,000,000 9,084,045 ========== ========= ========== ========= ========= Loss Per Share-- Basic and Diluted $ (0.03) $ (0.03) $ (0.06) $ (0.04) $ (0.18) ======== ======= ======= ======= =========
The Accompanying Notes are an Integral Part of These Financial Statements DISTINCTIVE DEVICES, INC. AND SUBSIDIARY (Development Stage Companies) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)
Deficit Additional Accumulated Common Stock Paid-in During the Shares Amount Capital Development Stage Initial Issuance of Shares for Cash 6,000,000 $ 300,000 $ (299,700) $ Net Loss (195) --------- ------- ------- --- Balance at December 31, 1998 6,000,000 300,000 (299,700) (195) Issuance of Shares for Cash 2,051,340 102,567 699,597 Acquisition of Net Assets on Recapitalization 4,119,902 205,995 (1,666) Issuance of Shares for Services 121,712 6,086 85,198 Net Loss (606,764) --------- ------- -------- ------- Balance at December 31, 1999 12,292,954 614,648 483,429 (606,959) (unaudited) Issuance of Shares for Cash (Note 4) 3,156,810 157,841 2,998,969 Issuance of Shares for Minority Interest 1,713,640 85,681 (85,681) Reduction of Minority Interest 21,193 Net Loss (1,022,371) --------- -------- --------- --------- Balance at June 30, 2000 (unaudited) 17,163,404 $ 858,170 $ 3,396,717 $(1,608,137) ========== ======= ========= ========= The Accompanying Notes are an Integral Part of These Financial Statements
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY (Development Stage Companies) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Period From Feb. 5, 1998 Six Months Ended June 30, (Inception) to 2000 1999 June 31, 2000 CASH FLOWS FROM OPERATING ACTIVITIES $(1,471,427) $ (307,476) $(2,185,769) --------- ------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property and Equipment (661,350) (47,905) (910,983) Cash Effect of Recapitalization 398,904 ------- ------- ------- Net Cash Used in Investing Activities (661,350) (47,905) (512,079) ------- ------ ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issuance of Common Stock 3,156,810 550,530 4,151,140 --------- ------- --------- Increase in Cash 1,024,033 194,879 1,453,292 Cash: Beginning 429,259 5 ------- ------- --------- Ending $ 1,453,292 $ 194,884 $ 1,453,292 ========= ======= ========= The Accompanying Notes are an Integral Part of These Financial Statements DISTINCTIVE DEVICES, INC. AND SUBSIDIARY (Development Stage Companies) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: BASIS OF CONSOLIDATION The accompanying unaudited condensed consolidated financial statements include the accounts of Distinctive Devices, Inc. ("DDI") and its subsidiary, EagleView Industries, Inc. (EagleView). NOTE 2: INTERIM FINANCIAL DATA In the opinion of management, the accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and generally accepted accounting principles for interim financial information. These financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The annual financial statements of the Company as of December 31, 1999 should be read in conjunction with these statements. The financial information included herein has not been audited. However, management believes the accompanying unaudited interim 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, 2000 and the results of their operations for the three months and six months ended June 30, 2000 and 1999 and cash flows for the six months ended June 30, 2000 and 1999. The results of operations and cash flows for the period are not necessarily indicative of the results of operations or cash flows for the year ending December 31, 2000. NOTE 3: CAPITAL STRUCTURE Preferred Stock The Company has 1,000,000 shares of preferred stock (par value $1) authorized. The Board has authority to issue the shares in one or more series and to fix the designation preferences, powers and other rights as it deems appropriate. No shares of preferred stock are outstanding. Common Stock The Company has 20,000,000 shares of common stock (par value $.05) authorized. Common stock has one vote per share for the 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. DISTINCTIVE DEVICES, INC. AND SUBSIDIARY (Development Stage Companies) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4: PRIVATE PLACEMENT During the six months ended June 30, 2000, DDI offered in a private placement, shares of its $.05 par value common stock, at a price of $1 per share. The shares were offered on a best efforts basis with no minimum and DDI issued an aggregate of 3,156,810 shares of its common stock for $3,156,810 in cash. NOTE 5: MINORITY INTEREST During the six months ended June 30, 2000, DDI exchanged 1,713,640 shares of its common stock for 856,820 shares of EagleView common stock held by minority shareholders. As a result of this transaction, at June 30, 2000, DDI owned approximately 97.9% of the outstanding shares of EagleView. As this is a continuation of the August 10, 1999 recapitalization, no goodwill has been recorded and only an adjustment to additional paid-in capital has been made for the resultant differences in par value. As a result of the EagleView stockholders' deficit, the minority interest has been reduced to zero with a corresponding offset to equity. NOTE 6: COMMITMENT The Company has entered into a noncancelable operating lease for facilities in New York. The lease provides for an annual base rent of $90,280, subject to semi-annual increases based on changes to the Consumer Price Index, limited to 3% semi-annually, plus tax, operating expenses and common area maintenance. The lease expires in 2010. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Plan of Operation After an overlong delay, our antenna array tower, atop a building in Union City, New Jersey, was finally connected to T-3 service provided by MCIWorldCom's Internet backbone on June 20, 2000. For the first time, we've since been able to conduct beta tests of the various features and services offered by our two-way, wireless, "last mile" communication system to be used by prospective subscribers located in Manhattan and northeast New Jersey. As part of our system development program, high speed, broad bandwidth, voice, data and Internet connectivity has now been successfully demonstrated between our antenna array tower , in New Jersey, and four locations in northeast New Jersey and Manhattan, the latter at the Empire State Building and the World Trade Center. Further, the video-conferencing feature of our intended services has been successfully tested by wireless connectivity between our new sales and demonstration offices in the Empire State Building and the New Jersey antenna array tower, and then, via Internet, to our offices in Delray Beach, Florida. By offering free Internet connectivity for a 60 day trial period, to prospective subscribers in our New York-New Jersey service area, we intend to broaden our beta test area to include additional user locations. As we add to the number of users we gain needed research information with respect to the traffic-handling capabilities of the array tower. At the same time, additional users will provide an opportunity to test antennas made by several manufacturers, for use at subscribers' premises. Meanwhile, the Company's new management (see Part II, Item 5(b), below) has initiated contacts with local realtors, and others, with a view to towards offering our wireless "last mile" Internet connectivity to managers and owners of office and apartment buildings in our service area. The Company has had no operating revenues to the date of this Report. Future Funding Management believes that Company funds are adequate to meet cash requirements through the end of the current year. Although operating revenues are anticipated before year end, the amount may be insufficient to implement the business plan beyond that time. Thus, substantial additional capital will, in all likelihood, be needed in order to fund operations into the next calendar year. As of the date of this Report, no assurance can be given that such funding will be available to the Company. IN ADDITION TO THE FOREGOING UNCERTAINTY, READERS ARE ADVISED THAT STATEMENTS CONTAINED 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 MAY NOT BE WITHIN THE COMPANY'S CONTROL. ACTUAL RESULTS AND EVENTS MAY DIFFER MATERIALLY 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. PART II OTHER INFORMATION Item 5. OTHER INFORMATION (a) Our Report on Form 10-QSB for the quarter ended March 31, 2000, advised that a letter of intent had been executed with respect to the acquisition, by the Company, of a satellite teleport business. Subsequently, negotiations were terminated. (b) At a meeting of directors held on June 19, 2000, Mr. Michael J. Paolini resigned as a director, president and CEO of the Company and its subsidiary, EagleView Industries, Inc. ("EVI"). He remained Treasurer and CFO, of both companies, on an interim basis. He will continue to serve the Company as an engineering consultant. At a similar meeting held on July 14, 2000, Mr. James W. Wolff was elected a director, president, CEO, treasurer and CFO of the Company and its subsidiary. Directors also re-elected Mr. Sanjay S. Mody, a director, to his former position as Executive Vice President and COO of the Company and EVI. Mr. Wolff, 59, has been engaged in commercial and investment banking for the past 35 years, most recently as president of First Internet Capital, Inc., a Boca Raton, Florida, privately-held, venture banking firm. Previously, he served as a senior officer with the Wall Street Division of Chemical Bank, New York City, and three South Florida banks. He holds a Masters degree in corporate finance from New York University. Currently, he is a consultant to the U.S. Bankruptcy Court for the Southern District of Florida and he has testified, as an expert, in matters involving domestic and international banking. He also serves as a director of Casinolive.com Corp. and Entertech, Inc. Mr. Wolff acted as the finder for the transaction pursuant to which the Company acquired control of EVI on August 10, 1999. His fee earned from that transaction, and the subsequent acquisition of additional EVI shares, was paid by the issuance of 138,848 shares of the Company's common stock. Mr. Mody, 42, a director of the Company and EVI, served briefly, as Executive Vice President and COO of both companies during March and April 2000. Since, he has served both companies in a consulting capacity. Prior thereto, he served, for four years, as Vice President of Laidlaw Global Securities, Inc., New York City and for one year as Vice President of Dean Witter & Co., New York City. He holds equity interests in technology companies in his native India. Item 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 27. Financial Data Schedule No Reports on Form 8-K were filed by the Company for the quarter ended June 30, 2000. 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. (Registrant) Dated: August 11, 2000 By: /s/ JAMES W. WOLFF James W. Wolff President and Treasurer Chief Executive Officer Chief Financial Officer EX-5 2 0002.txt [ARTICLE] 5 [PERIOD-TYPE] 6-MOS [FISCAL-YEAR-END] DEC-31-2000 [PERIOD-END] JUN-30-2000 [CASH] 1,453,292 [SECURITIES] 0 [RECEIVABLES] 0 [ALLOWANCES] 0 [INVENTORY] 0 [CURRENT-ASSETS] 1,757,292 [PP&E] 910,983 [DEPRECIATION] (72,716) [TOTAL-ASSETS] 2,665,513 [CURRENT-LIABILITIES] 18,763 [BONDS] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 858,170 [OTHER-SE] 1,788,680 [TOTAL-LIABILITY-AND-EQUITY] 2,685,513 [SALES] 0 [TOTAL-REVENUES] 0 [CGS] 0 [TOTAL-COSTS] 0 [OTHER-EXPENSES] 1,106,543 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 24,095 [INCOME-PRETAX] (1,022,371) [INCOME-TAX] 0 [INCOME-CONTINUING] (1,022,371) [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] (1,022,371) [EPS-BASIC] (0.06) [EPS-DILUTED] (0.06)
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