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, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-3125
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General Devices, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 21-0661726
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
376 Main Street, P.O. Box 74, Bedminster, NJ 07921
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(Address of principal executive offices)
(908) 234-1881
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(Issuer's telephone number)
N/A
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(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
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State the number of shares outstanding of each of the issuer's classes of
common stock: As of October 31, 2000, the issuer had 1,372,924 shares of its
common stock, par value $.01 per share, outstanding.
Transitional Small Business Disclosure Format (check one).
Yes No X
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<PAGE>
Part I - FINANCIAL INFORMATION
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Item 1 - Financial Statements
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GENERAL DEVICES, INC.
BALANCE SHEET
(UNAUDITED)
September 30,
Assets 2000
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Current assets:
Cash $ 2,236
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Total current assets $ 2,236
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Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 31,634
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Total current liabilities 31,634
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Shareholders' deficit:
Common stock $.01 par value 12,000,000
shares authorized; 998,007 outstanding 9,980
Capital in excess of par value (Note 2) 2,111,852
Accumulated deficit ( 2,151,230)
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Total deficit ( 29,398)
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Total liabilities and shareholders'
deficit $ 2,236
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See accompanying notes to financial statements.
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<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
September 30,
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2000 1999
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Revenues $ - $ -
General and
administrative expenses 24,862 8,858
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Loss before income taxes ( 24,862) ( 8,858)
Income taxes - -
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Net loss ($ 24,862) ($ 8,858)
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Basic and diluted net loss per share (Note 3) ($ .02) ($ .01)
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Average weighted number of
shares outstanding 998,007 998,017
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See accompanying notes to financial statements.
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<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended
September 30,
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2000 1999
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Revenues $ - $ -
General and
administrative expenses 58,107 25,525
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Loss before income taxes ( 58,107) ( 25,525)
Income taxes 240 200
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Net loss ($ 58,347) ($ 25,725)
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Basic and diluted net loss per share (Note 3) ($ .06) ($ .03)
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Average weighted number of
shares outstanding 998,007 924,236
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See accompanying notes to financial statements.
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<PAGE>
GENERAL DEVICES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
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2000 1999
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Cash flows from operating activities:
Net loss ($ 58,347) ($ 25,725)
Change in accrued liabilities ( 3,108) -
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Net cash used in operating activities ( 61,455) ( 25,725)
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Cash flows from financing activities-
Issuance of common stock - 100,712
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Net increase (decrease) in cash
and cash equivalents ( 61,455) 74,987
Cash at beginning of period 63,691 7,237
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Cash at end of period $ 2,236 $ 82,224
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Supplemental disclosures of cash flow
information:
Cash paid during the period for-
Income taxes $ 240 200
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See accompanying notes to financial statements.
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<PAGE>
GENERAL DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
1. Basis of Presentation
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The accompanying unaudited financial statements of General Devices, Inc.
(the "Company") as of September 30, 2000 and for the three and nine month
periods ended September 30, 2000 and 1999 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-KSB for the year ended December 31, 1999, 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, 2000 and 1999 are not necessarily indicative of the results to be
expected for the entire year or for any other period.
2. Stockholders' Deficit
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In the third quarter of 2000, the stockholders of the Company approved a
one-for-ten reverse stock split and an increase in the authorized shares from
10,000,000 to 12,000,000, both effective as of the close of business on October
16, 2000. As a result of this reverse stock split, there was a reclassification
of $89,821 from common stock to capital in excess of par value, which has been
recorded in the accompanying financial statements as of September 30, 2000.
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<PAGE>
3. Net Income (Loss) Per Share
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Basic earnings (loss) per common share are computed by dividing net income
(loss) by the weighted-average number of common shares outstanding. Diluted
earnings (loss) per share are computed by dividing net income (loss) by the sum
of the weighted-average number of common shares outstanding plus the dilutive
effect of shares issuable through the exercise of stock options of which the
Company has none.
All share and per share information has been restated to reflect a
one-for-ten reverse stock split effective the close of business on October 16,
2000.
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<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
------ of Operations
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Results of Operations
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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
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At September 30, 2000 the Company had cash of $2,236. On October 17, 2000
the Company completed a private placement of 375,000 shares of the Company's
common stock for $75,000. Management believes that its capital resources are
adequate for its current business activities.
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<PAGE>
PART II - OTHER INFORMATION
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Item 4. Submission of Matters to a Vote of Security Holders
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The Company held its Annual Meeting of Stockholders on September 8, 2000.
The following is a tabulation of the voting results for each item submitted to
the stockholders:
1. Votes cast for the election of three Directors:
For Withheld
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Theodore A. Raymond 8,971,562 17,442
John W. Galuchie, Jr. 8,792,848 16,156
Leonard M. Tannenbaum 8,792,848 16,156
2. To approve an amendment to the Company's Certificate of
Incorporation to provide for a one-for-ten reverse stock split:
FOR AGAINST ABSTAIN
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8,614,359 174,142 20,503
3. To approve an increase of the authorized common shares from
10,000,000 to 12,000,000.
FOR AGAINST ABSTAIN
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8,667,987 118,346 22,671
4. To approve the form of agreement and plan merger to reincorporate
in Delaware:
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN UNVOTED
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7,427,018 61,742 23,627 1,296,617
</TABLE>
5. To ratify the appointment of Bederson & Company LLP as independent
auditors:
FOR AGAINST ABSTAIN
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8,502,551 269,822 36,631
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<PAGE>
Item 6. - Exhibits and Reports on Form 8-K
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(a) Exhibits
(27) Financial Data Schedule for the nine months ended September 30,
2000.
(b) Reports on Form 8-K
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On October 12, 2000 the Company filed a Form 8-K reporting the
results of the Annual Meeting of Stockholders held on September 8,
2000. The Company also reported that it had completed a private
placement of 375,000 shares of its Common Stock.
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<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 13, 2000 By: /s/ John W. Galuchie, Jr.
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John W. Galuchie, Jr.
Chairman
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