U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|_| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended ___________________.
|X| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from November 1, 2001 to December 31, 2001
Commission File Number: 333-54822
---------------
TDT DEVELOPMENT, INC.
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(Name of Small Business Issuer in its charter)
NEVADA 22-3762835
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
140 De O., Montreal, Quebec, Canada H2P 1H2
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(514) 383-6824
-------------------------
Issuer's telephone number
1844 SW 16th Terrace, Miami, Florida 33145
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 |_| No |X|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At April 18, 2002, the issuer had
outstanding 8,381,000 shares of Common Stock.
Transitional Small Business Disclosure Format: Yes |_| No |X|
TDT DEVELOPMENT, INC.
DECEMBER 31, 2001
TRANSITION REPORT ON FORM 10-QSB
TABLE OF CONTENTS
PAGE
Special Note Regarding Forward Looking Statements......................... 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements........................................... 4
Item 2. Management and Discussion and Analysis or Plan of Operation.... 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 10
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Transition Report
on Form-QSB for the transition period ended December 31, 2001 discusses
financial projections, information or expectations about our products or
markets, or otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Transition Report, in "Management's
Discussion and Analysis or Plan of Operation."
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Transition
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Transition Report.
3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet as of December 31, 2001 and October 31, 2001....... 5
Statements of Operations for the two month periods ended
December 31, 2001 and December 31, 2000................................... 6
Statements of Cash Flows for the two month periods ended
December 31, 2001 and December 31, 2000................................... 7
Notes to Financial Statements.................................... 8
4
TDT Development, Inc.
and Subsidiary
Consolidated Balance Sheets
December 31, October 31,
2001 2001
--------- ---------
(Unaudited)
---------
Assets
Current assets:
Cash $ 16,108 $ 33,884
Accounts receivable, net of allowance
for doubtful accounts of $1,150
and $1,358 31,523 38,038
Inventory 47,642 55,739
--------- ---------
Total current assets 95,273 127,661
--------- ---------
Fixed assets:
Office furniture, net of
accumulated depreciation
of $1,463 and $1,321, respectively 2,755 2,896
Computers and equipment, net of
accumulated depreciation
of $4,462 and $4,026, respectively 8,637 9,073
--------- ---------
Total fixed assets 11,392 11,969
--------- ---------
Other assets:
Security deposits 160 160
--------- ---------
Total assets $ 106,825 $ 139,790
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Bank overdraft $ -- $ 4,307
Revolving Credit Line 5,724 5,284
Accounts payable 1,151 1,151
Loans Payable 15,104 14,301
Accrued expenses payable 12,583 23,752
--------- ---------
Total liabilities 34,562 48,795
--------- ---------
Shareholders' equity:
Common stock, 50,000,000 shares
authorized; 8,381,000 shares
issued and outstanding; par value
$.0001 838 838
Preferred stock, 5,000,000 shares
authorized; -0- shares issued
and outstanding; par value $.0001 -- --
Additional paid in capital 305,707 305,707
Retained earnings (deficit) (234,282) (215,550)
--------- ---------
Total shareholders' equity 72,263 90,995
--------- ---------
Total liabilities and
shareholders' equity $ 106,825 $ 139,790
========= =========
See accompanying Notes to Consolidated Financial Statements.
5
TDT Development, Inc.
and Subsidiary
Consolidated Statements of Operations
(Unaudited)
Two-Month Periods Ended
December 31
-----------
2001 2000
----------------------------
(Unaudited)
-----------
Revenues:
Net sales $ 18,877 $ 29,601
Cost of sales 8,501 13,004
----------- -----------
Gross profit 10,376 16,597
Commissions -- 6,977
----------- -----------
Total Revenue 10,376 23,574
----------- -----------
Operating Expenses:
General and administrative expenses 13,693 23,976
Selling expenses 14,773 21,006
----------- -----------
Total expenses 28,466 44,982
----------- -----------
Other Income and Expenses:
Miscellaneous income -- 110
Interest income 46 --
Interest expense (688) (2,173)
----------- -----------
Total other income and expenses (642) (2,063)
----------- -----------
Net income (loss) $ ( 18,732) $ (23,471)
=========== ===========
Net income (loss) per share:
Basic $ (0.01) $ (0.01)
=========== ===========
Diluted
Weighted average common shares used in
calculation of net income (loss) per share 8,381,000 6,455,754
=========== ===========
See accompanying Notes to Consolidated Financial Statements.
6
TDT Development, Inc.
and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
Two-Month Periods Ended
December 31,
------------
2001 2000
--------- ---------
(Unaudited) (Unaudited)
--------- ---------
Cash flows from operating activities:
Net loss $ (18,732) $ (23,471)
Adjustments to reconcile net loss
to cash used by operating activities:
Depreciation 577 523
--------- ---------
(18,155) (22,948)
(Increase) decrease in accounts receivable 6,515 (27,706)
(Increase) decrease in inventory 8,097 1,378
(Decrease) in operating accounts payable -- (6,469)
Increase in accrued interest payable -- 1,823
Increase (decrease) in accrued expenses (11,169) 17,685
--------- ---------
Cash used by operating activities (14,712) (36,237)
--------- ---------
Cash flows from investing activities:
Purchase of fixed assets -- (3,063)
--------- ---------
Cash flows from financing activities:
Proceeds from stockholders' loans 803 --
Proceeds of private placement offering -- 206,100
Revolving credit line borrowings 440 5,027
Proceeds (repayment)of promissory note payable -- 40,000
Proceeds (repayment) of bank overdraft (4,307) (1,468)
--------- ---------
Cash provided by financing activities (3,064) 249,659
--------- ---------
Increase (decrease)in cash (17,776) 210,359
Cash, beginning of period 33,884 --
--------- ---------
Cash, end of period $ 16,108 $ 210,359
========= =========
Supplemental cash flow disclosures:
Cash paid for interest $ -- $ 351
========= =========
Cash paid for taxes $ -- $ --
========= =========
Non-cash investing and financing activities:
Conversion of notes payable to common stock $ -- $ 70,000
========= =========
See accompanying Notes to Consolidated Financial Statements.
7
TDT Development, Inc.
and Subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
1. Consolidated Financial Statements
The accompanying financial statements include the accounts of TDT Development,
Inc. and its wholly owned subsidiaries Terre di Toscana, Inc and Terres
Toscanes, Inc. All significant intercompany balances and transactions have been
eliminated in consolidation.
Effective March 1, 2002, the Board of Directors of TDT Development, Inc. (the
"Company") approved a change of the Company's fiscal year from October 31 to
December 31. The two-month transition period of November 1, 2001 through
December 31, 2001 ("transition period") precedes the start of the new fiscal
year. The unaudited financial information for the two months ended December 31,
2000 ("prior period") is presented for comparative purposes and includes any
adjustments (consisting of normal, recurring adjustments) which are, in he
opinion of management, necessary for fair presentation.
The unaudited financial statements included herein have been prepared in
accordance with the instructions to Form 10-QT and the Rule 10-01 of Regulation
S-X, and do not include all the information and footnotes required by U.S.
generally accepted accounting principles. However the financial statements do
include all adjustments of a normal recurring nature, which, in the opinion of
management, are necessary to present fairly the results of operations of the
Company for the interim periods presented. The balance sheet data for October
31, 2001 are derived from the audited financial statements that are included in
the Company's Annual Report on Form 10-K for the year ended October 31, 2001,
which should be read in connection with these financial statements.
The accounting policies followed in the presentation of the interim financial
results are the same as those followed on an annual basis. Those policies are
presented in Note 3, "Significant Accounting Policies in the consolidated
financial statements included in the Company's annual report on Form 10-K.
The interim financial results as of the two months ended December 31, 2001 are
not necessarily indicative of the results that will be obtained for the year
ending December 31, 2002.
2. Supplemental Cash Flow Information
December 31 December 31
2001 2000
------- -------
Cash paid during the two
Month periods for:
Interest $ 248 $ 2,173
======= =======
Income taxes $ -- $ --
======= =======
Non-cash financing transaction:
Conversion of notes payable
to common stock $ -- $70,000
======= =======
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis in conjunction
with the audited financial statements (and notes thereto) and other financial
information of our company appearing elsewhere in this report.
We have focused primarily on capital issues and on expanding our
business during the transaction period.
Total revenues for the transition period ended December 31, 2001 were
$10,376. Total revenues for the same period in 2000 were $23,574.
Selling and general and administrative expenses for the transition
period ended December 31, 2001 were $13,693. Selling and general and
administrative expenses for the same period in 2000 were $23,976.
LIQUIDITY AND CAPITAL RESOURCES
For the transition period ended December 31, 2001, we had net cash used
in operating activities of $14,712. For the same period in 2000, we had net cash
used in operating activities of $36,237.
Cash used in investment activities for the transition period ended
December 31, 2001 was $0. Cash used in investment activities for the same
period in 2000 was $3,063.
Cash provided by financing activities for the transition period ended
December 31, 2001 totaled ($3,064). Cash provided by financing activities for
the same period in 2000 totaled $249,659.
At the end of the transition period, we had cash in the amount of
$16,108 as compared to $33,884 at the beginning of the transition period.
We believe that our current cash will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months. If cash generated from operations is insufficient to
satisfy liquidity requirements, we may seek to sell additional equity or debt
securities or to obtain a credit facility. If we issue debt securities, fixed
obligations will increase and we may have to comply with covenants that might
inhibit our operations. Moreover, such financing may not be available in amounts
or on terms acceptable to us, if at all.
9
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the transition period ended
December 31, 2001. One report on Form 8-K was filed during the quarter ending
March 31, 2002 regarding the Company changing its year-end from October 31 to
December 31, effective March 1, 2002.
10
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.
TDT DEVELOPMENT, INC.
(Registrant)
Date: April 22, 2002 By: /s/ Pietro Bortolatti
---------------------------------------
Pietro Bortolatti, CEO, CFO, President,
and Chairman of the Board
11