-----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, BcddFzfeoW1ctcARJE3Rt67ltUqscKMYtOhJeGqjqk1AQUULHM6R+Z86jGNz3Py2 x1r9NGldGngY2Ydftl6p6A== 0001020568-99-000018.txt : 19990713 0001020568-99-000018.hdr.sgml : 19990713 ACCESSION NUMBER: 0001020568-99-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990531 FILED AS OF DATE: 19990712 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: 99662395 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 05/31/99 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, 1999 ( ) 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 (State of incorporation or organization) 13-1999951 (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( ) 4,119,902 shares of issuer's common stock, $.05 par value, were outstanding at May 31, 1999. Issuer has no other class of common equity. DISTINCTIVE DEVICES, INC. INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance sheets-- May 31, 1999 and February 28, 1999 3 Statements of income-- Three months ended May 31, 1999 and 1998 4 Statements of cash flows-- Three months ended May 31, 1999 and 1998 5 Notes to financial statements-- May 31, 1999 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PENDING ACQUISITION 7 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS 8 Item 6. EXHIBITS AND REPORTS ON FORM 8-K 8 SIGNATURES 8 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements DISTINCTIVE DEVICES, INC. BALANCE SHEETS May 31, February 28, 1999 1999 (Unaudited) (Audited) ASSETS Current assets Cash and cash equivalents $ 409,906 $ 418,630 Receivable, covenant not to compete, current portion 8,255 8,355 -------- --------- Total Current Assets 418,161 426,985 Receivable, covenant not to compete, long term portion 750 2,900 Property and equipment, net 180 270 -------- -------- $ 419,091 $ 430,155 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 6,240 $ 6,091 -------- -------- Total Current Liabilities 6,240 6,091 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 (423,322) (412,109) -------- -------- Total Shareholders' Equity 412,851 424,064 -------- -------- $419,091 $430,155 ======== ======== The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. STATEMENTS OF INCOME (UNAUDITED) Three months ended May 31, 1999 1998 ---- ----- Revenues: Covenant not to compete $ 6,750 $ 6,750 Interest income 4,568 6,333 ------- ------- 11,318 13,083 Administrative expenses (22,531) (19,447) ------- ------- Net (loss) (11,213) (6,364) ======== ======= Net (loss) per common share(basic and diluted) $ (0.003) $ (0.002) ======== ======== Weighted average number of common shares outstanding 4,119,902 4,119,902 The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended May 31, 1999 1998 ---- ---- CASH FLOWS FROM ADMINISTRATIVE ACTIVITIES Net (loss) $(11,213) $ (6,364) Adjustments to reconcile net (loss) to net cash provided by (used in) administrative activities: Depreciation and amortization 90 90 Increase(Decrease) in operating liabilities: Accounts payable and accrued expenses 149 (2,365) ------- ------- (10,974) (8,639) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in non-trade receivable 2,250 1,829 ------- ------ 2,250 1,829 CASH AND CASH EQUIVALENTS (Decrease) for the period (8,724) (6,810) At beginning of period 418,630 339,539 ------- ------- At end of period 409,906 $332,729 ======= ======= SUPPLEMENTARY CASH FLOW INFORMATION Interest paid $ -- $ -- Franchise taxes paid $ 877 $ 380 The accompanying notes are part of the financial statements. DISTINCTIVE DEVICES, INC. NOTES TO FINANCIAL STATEMENTS May 31, 1999 NOTE A - BASIS OF PRESENTATION The accompanying unaudited 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, 1999 are not necessarily indicative of results that may be expected for the year ended February 29, 2000. For further information refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended February 28, 1999. NOTE B - CURRENT AND LONG-TERM RECEIVABLES FROM COVENANT NOT TO COMPETE The Company's operating assets and businesses were sold on July 12, 1996. Pursuant to terms of the sale agreement the Company currently receives, from the buyer, noncompete consideration of $3,000 per month of which $2,250 is recorded as income and $750 as a reduction in the related receivable. Payments would be reduced to $750 per month upon a change in control of the Company. The final noncompete payment is due June 16, 2000. NOTE C - SUBSEQUENT EVENT On June 18, 1999, the Company entered into a definitive agreement to acquire approximately 80% of the equity of EagleView Industries, Inc. (EVI). The transaction is scheduled to close August 4, 1999. Following the closing control of the Company will pass to EVI's largest shareholder, EagleView Technologies, Inc. Remaining EVI shares would be acquired at a later date. The Company would issue a total of approximately 10,000,000 shares of its unissued common stock if all EVI shares are acquired. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PENDING ACQUISITION RESULTS OF OPERATIONS: Since the sale of our businesses on July 12, 1996, we have had no operating revenues. As a consequence, losses resulted for the three-month periods ended May 31, 1999 and 1998. For information regarding the business sale agreement, reference is made to our 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 three-month periods does not include 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 cash equivalents. Liabilities represent routine administrative expenses, either payable or accrued at the balance sheet date. The Company has no debt. PENDING ACQUISITION: On June 18,1999 we entered into a definitive agreement to acquire approximately 80% of the outstanding equity of EagleView Industries, Inc. ("Industries") in exchange for approximately 8,000,000 shares of our unissued Common Stock. The parties expect to close this transaction August 4, 1999. Upon closing, control of the Company would pass to EagleView Technologies, Inc., the largest shareholder of Industries. At a later date (or dates) the remainder of Industries' equity would be acquired by issuance of an additional 2,000,000 shares, approximately, of the Company's Common Stock. Industries intends to provide high quality, low cost broad bandwidth wireless connectivity for Internet, data and video- telecommunication services. To date, Industries has had no operating revenues. Statements in this Report concerning future activities, events, expectations, performance or intentions are "forward looking statements". Actual activities or developments may differ materially from those expressed or implied by such statements as the result of known or unknown risks, uncertainties and other factors. 7 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 26, 1999 /s/ EARL M. ANDERSON, JR. Earl M. Anderson, Jr. President and Principal Executive Officer June 26, 1999 /s/ JAMES R. HAWK James R. Hawk Treasurer and Principal Accounting Officer EX-27 2
5 3-MOS FEB-28-2000 MAY-31-1999 409,906 0 8,255 0 0 418,161 2,708 (2,528) 419,091 6,240 0 0 0 205,995 630,178 419,091 0 11,318 0 0 22,531 0 0 (11,213) 0 0 0 0 0 (11,213) 0 (0.003)
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