SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - April 16, 2002
DISTINCTIVE DEVICES, INC.
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(Exact name of registrant as specified in its charter)
New York 0-2749 13-1999951
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification
No.)
One Bridge Plaza, Ste. 100, Fort Lee, NJ 07024 28540
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (201) 363-9922
N/A
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(Former Name or Former Address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 16, 2002, the Board of Directors of Distinctive Devices,
Inc. (the "Company") decided to change the Company's independent auditors from
Rosen Seymour Shapps Martin & Company LLP ("Rosen Seymour"), back to Goldstein
Lewin & Co. ("Goldstein Lewin"). Rosen Seymour served as the Company's
independent accountants for the quarter ended September 30, 2001 and the fiscal
year ended December 31, 2001, and Goldstein Lewin had served as the Company's
prior independent accountants.
In October 2001, the Company had switched from Goldstein Lewin to
Rosen Seymour based upon the assumptions of obtaining a material reduction in
accounting costs and benefiting from having the accountants located near the
Company's relocated principal office in northern New Jersey. For information
regarding the prior change, reference is made to the Company's Form 8-KA for an
event of October 23, 2001. After completion of the 2001 financial statements,
the Board of Directors realized that the actual fees of Rosen Seymour for their
services were significantly greater than the anticipated fees set forth in the
retainer letter, and the location of the accountants was not as important a
benefit as thought when Rosen Seymour was retained.
Rosen Seymour had been the independent accountants of the Company
from October 23, 2001 through April 16, 2002. Their report on the Company's
audited financial statements for the year ended December 31, 2001 did not
contain an adverse opinion or a disclaimer of opinion nor was it modified as to
uncertainty, audit scope or accounting principles, except for a "going concern"
uncertainty. During the period from the inception of the engagement through the
April 16, 2002 termination of the engagement, the Company had no disagreements
with Rosen Seymour on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Rosen Seymour's satisfaction, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report. Attached as Exhibit 16.1 to this report is a letter from Rosen Seymour
confirming that there were no disagreements with the Company.
Goldstein Lewin had been the independent accountants of the Company
from February 5, 1998 (inception) through October 23, 2001. The reports by
Goldstein to the Company's audited financial statements for the fiscal years
ended December 31, 2000 did not contain an adverse opinion or a disclaimer of
opinion nor were they modified as to uncertainty, audit scope or accounting
principles, except for a modification relating to a "going concern" uncertainty.
During the period from the inception of the engagement through the October 23,
2001 termination of the engagement, the Company had no disagreements with
Goldstein Lewin on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the Goldstein's satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with their reports. During the
period from the October 23, 2001 termination to the re-retention of Goldstein
Lewin, the Company has not consulted with Goldstein Lewin on either application
of accounting principles or type of opinion Goldstein Lewin might render on the
Company's financial statements, other than with respect to the Goldstein Lewin
report for the 2000 fiscal year that was included with the financial statements
for the two years ended December 31, 2001.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Rosen Seymour Shapps Martin & Company LLP,
dated April 22, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISTINCTIVE DEVICES, INC.
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(Registrant)
Dated: April 22, 2002 By /s/ Sanjay S. Mody
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Sanjay S. Mody, President and CEO
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