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<LEGEND>
This Schedule contains summary financial information extracted from the
Form 10-QSB of General Devices, Inc. for the three months ended March 31, 1999
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040528
<NAME> GENERAL DEVICES, INC.
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</TABLE>
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: March 31, 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 202, 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 April 30, 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)
March 31,
1999
---------
Assets
- ------
Current assets:
Cash $ 101,701
---------
Total current assets $ 101,701
=========
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 (2,022,131)
---------
Total shareholders' equity 99,701
---------
Total liabilities and shareholders'
equity $ 101,701
=========
See accompanying note to financial statements.
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
---------------------
1999 1998
--------- --------
Revenues $ - $ -
General and
administrative expenses 6,048 4,485
--------- ---------
Loss before income taxes ( 6,048) ( 4,485)
Income taxes 200 -
--------- ---------
Net loss ($ 6,248) ($ 4,485)
========= =========
Basic and diluted net loss per share $ - $ -
========= =========
Average weighted number of
shares outstanding 7,742,139 4,964,421
========= =========
See accompanying note to financial statements.
<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
------------------
1999 1998
------ ------
Cash flows from operating activities-
Net loss ($ 6,248) ($ 4,485)
Cash flows from financing activities-
Inssuance of common stock 100,712 -
-------- -------
Net increase (decrease) in cash
and cash equivalents 94,464 ( 4,485)
Cash - beginning 7,237 25,043
-------- --------
Cash - ending $101,701 $20,558
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for-
Income taxes $ 200 -
======== ========
See accompanying note to financial statements.
<PAGE>
GENERAL DEVICES, INC.
NOTE TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(UNAUDITED)
1. Basis of Presentation
---------------------
The accompanying unaudited financial statements of General Devices, Inc. (the
"Company") as of March 31, 1999 and for the three month periods ended March 31,
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 state-
ments to conform to the current year's presentation.
The results of operations for the three month periods ended March 31, 1999 and
1998 are not necessarily indicative of the results to be expected for the entire
year or for any other period.
<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 both periods presented were
principally comprised of consulting and transfer agent fees and general office
expenses.
Liquidity and Capital Resources
- -------------------------------
At March 31, 1999 the Company had cash and net working capital of
approximately $100,000. 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 6. - Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
--------
(27) Financial Data Schedule for the three months ended
March 31, 1999.
(b) Reports on Form 8-K
-------------------
On February 25, 1999, the Company filed Form 8-K reporting
a change in control on February 17, 1999, when, in a privately
negotiated transaction, the Company sold 5,035,579 newly
issued shares to three investors.
<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: May 12, 1999 By: /s/ Theodore A. Raymond
----------------------------
Theodore A. Raymond
President
