<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
Form 10-QSB of General Devices, Inc. for the nine months ended September 30,
1999 and is qulified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040528
<NAME> GENERAL DEVICES, INC.
<MULTIPLIER> 1000
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<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
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0
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</TABLE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1999
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-3125
------
General Devices, Inc.
-----------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
New Jersey 21-0661726
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 W. Church Road, Room 300, King of Prussia, PA 19406
-------------------------------------------------------------
(Address of principal executive offices)
(610) 992-1455
-----------------------------------------
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No _____
State the number of shares outstanding of each of the issuer's classes of
common stock: As of October 31, 1999, the issuer had 9,980,174 shares of its
common stock, par value $.01 per share, outstanding.
Transitional Small Business Disclosure Format (check one).
Yes No X
----- -----
<PAGE>
Part I - FINANCIAL INFORMATION
- ------------------------------
Item 1 - Financial Statements
- -----------------------------
GENERAL DEVICES, INC.
BALANCE SHEET
(UNAUDITED)
September 30,
1999
-------------
Assets
- ------
Current assets:
Cash $ 82,224
---------
Total current assets $ 82,224
=========
Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued liabilities $ 2,000
---------
Total current liabilities 2,000
---------
Shareholders' equity:
Common stock $.01 par value 10,000,000
shares authorized; 9,980,174 outstanding 99,802
Capital in excess of par value 2,022,030
Accumulated deficit (2,041,608)
---------
Total shareholders' equity 80,224
---------
Total liabilities and shareholders'
equity $ 82,224
=========
See accompanying notes to financial statements.
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
September 30,
---------------------
1999 1998
-------- --------
Revenues $ - $ 27,138
Cost of goods sold - 25,401
General and
administrative expenses 8,858 2,649
--------- ---------
Loss before income taxes ( 8,858) ( 912)
Income taxes - -
--------- ---------
Net loss ($ 8,858) ($ 912)
========= =========
Basic and diluted net loss per share ($ .001) ($ .001)
========= =========
Average weighted number of
shares outstanding 9,980,174 4,964,421
========= =========
See accompanying notes to financial statements.
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended
September 30,
-----------------
1999 1998
------ ------
Revenues $ - $ 28,541
Cost of goods sold - 26,676
General and
administrative expenses 25,525 12,149
--------- ---------
Loss before income taxes ( 25,525) ( 10,284)
Income taxes 200 -
--------- ---------
Net loss ($ 25,725) ($ 10,284)
========= =========
Basic and diluted net loss per share ($ .003) ($ .002)
========= =========
Average weighted number of
shares outstanding 9,242,360 4,964,421
========= =========
See accompanying notes to financial statements.
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
--------------------
1999 1998
-------- --------
Cash flows from operating activities:
Net loss ($ 25,725) ($ 10,284)
Other, net - ( 1,442)
-------- --------
Net cash used in operating activities ( 25,725) ( 11,726)
Cash flows from financing activities-
Issuance of common stock 100,712 -
-------- --------
Net increase (decrease) in cash
and cash equivalents 74,987 ( 11,726)
Cash - beginning 7,237 25,043
-------- --------
Cash - ending $ 82,224 $ 13,317
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for-
Income taxes $ 200 -
======== ========
See accompanying notes to financial statements.
<PAGE>
GENERAL DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
1. Basis of Presentation
---------------------
The accompanying unaudited financial statements of General Devices, Inc.
(the "Company") as of September 30, 1999 and for the three and nine month
periods ended September 30, 1999 and 1998 reflect all material adjustments
consisting of only normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of results for the interim
periods. Certain information and footnote disclosure required under generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, as
filed with the Securities and Exchange Commission.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Certain reclassifications have been made to the prior years' financial
statements to conform to the current year's presentation.
The results of operations for the three and nine month periods ended
September 30, 1999 and 1998 are not necessarily indicative of the results to be
expected for the entire year or for any other period.
2. Contingencies
-------------
During July 1999, the Company was served with a complaint that was filed in
the Court of Common Pleas in Philadelphia County entitled Dean Vignola and
Kathleen Vignola vs. Ciba Geigy Corporation, et.al. Plaintiffs' Complaint
alleges that the Company and numerous other defendants caused injury to Dean
<PAGE>
Vignola and thereby harm and alleged damages in excess of $50,000 to both Dean
and Kathleen Vignola. Plaintiffs' Complaint also alleges that as a landowner of
the site of the alleged injury the Company caused injury and harm to Plaintiffs.
However, in fact, the Company did not own the property at the time of Dean
Vignola's alleged injury. The Company is unable at this early point in the
proceedings to determine the merits of the case or whether any judgment could be
obtained in the future which would have a material adverse effect on the
Company's financial position or results of operations. The Company has
substantial and meritorious defenses to the initial claims which have been made
against it and intends to even query the appropriateness of its inclusion in
this legal action. The Company has engaged counsel and intends to vigorously and
aggressively defend itself.
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial
- ------
Condition and Results of Operations
-------------------------------------------------
Results of Operations
- ---------------------
Since 1993 the Company has essentially been inactive. Prior to that time
the Company was primarily engaged in the temporary placement of technical,
clerical and computer personnel. The Company has liquidated the assets of its
former business and is actively seeking an acquisition with the goal of becoming
an operating business.
General and administrative expenses in all periods presented were
principally comprised of consulting, legal and transfer agent fees and general
office expenses.
Liquidity and Capital Resources
- -------------------------------
At September 30, 1999 the Company had cash of $82,000 and net working
capital of approximately $80,000. Management believes that the Company's cash is
adequate for its business activities and for the costs of seeking an acquisition
of an operating business.
Year 2000 Matters
- -----------------
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time- sensitive software may recognize a date using
"00" as the year 1900 rather than 2000. Miscalculations could cause disruptions
of operations, including, among other things, a temporary inability to process
transactions or engage in similar normal business activities.
Management has determined that the Year 2000 Issue will not pose
significant operational problems for its internal computer systems. The Company
uses "off the shelf" accounting software to maintain its accounting system. All
of these software applications are already Year 2000 compliant.
<PAGE>
PART II - OTHER INFORMATION
- ------- -----------------
Item 1 - Legal Proceedings
- ------ -----------------
During July 1999, the Company was served with a complaint that was filed in
the Court of Common Pleas in Philadelphia County entitled Dean Vignola and
Kathleen Vignola vs. Ciba Geigy Corporation, et.al. Plaintiffs' Complaint
alleges that the Company and numerous other defendants caused injury to Dean
Vignola and thereby harm and alleged damages in excess of $50,000 to both Dean
and Kathleen Vignola. Plaintiffs' Complaint also alleges that as a landowner of
the site of the alleged injury the Company caused injury and harm to Plaintiffs.
However, in fact, the Company did not own the property at the time of Dean
Vignola's alleged injury. The Company is unable at this early point in the
proceedings to determine the merits of the case or whether any judgment could be
obtained in the future which would have a material adverse effect on the
Company's financial position or results of operations. The Company has
substantial and meritorious defenses to the initial claims which have been made
against it and intends to even query the appropriateness of its inclusion in
this legal action. The Company has engaged counsel and intends to vigorously and
aggressively defend itself.
<PAGE>
Item 6. - Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits
--------
(27) Financial Data Schedule for the nine months ended
September 30, 1999.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which
this Form 10-QSB is filed.
<PAGE>
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.
GENERAL DEVICES, INC.
Dated: November 12, 1999 By: /s/ Theodore A. Raymond
------------------------
Theodore A. Raymond
President
