U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended January 31, 2002
| | Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________________ to ___________________
Commission File Number: 333-54822
TDT DEVELOPMENT, INC.
(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
(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 |X| No | |
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 May 8, 2002, the issuer had
outstanding 8,381,000 shares of Common Stock.
Transitional Small Business Disclosure Format: Yes | | No |X|
TDT DEVELOPMENT, INC.
JANUARY 31, 2002
QUARTERLY 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 Quarterly Report on
Form-QSB for the quarter ended January 31, 2002 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 Quarterly 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 Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet as of January 31, 2002 and October 31, 2001................. 5
Statements of Operations for the three month periods ended
January 31, 2002 and January 31, 2001..................................... 6
Statements of Cash Flows for the three month periods ended
January 31, 2002 and January 31, 2001..................................... 7
Notes to Financial Statements............................................. 8
4
TDT Development, Inc.
and Subsidiaries
Consolidated Balance Sheets
January 31, October 31,
2002 2001
--------- ---------
(Unaudited)
---------
Assets
Current assets:
Cash $ 4,604 $ 33,884
Accounts receivable, net of allowance
for doubtful accounts of $1,150
and $1,358 29,873 38,038
Inventory 46,457 55,739
--------- ---------
Total current assets 80,934 127,661
--------- ---------
Fixed assets:
Office furniture, net of
accumulated depreciation
of $1,533 and $1,321, respectively 2,686 2,896
Computers and equipment, net of
accumulated depreciation
of $4,681 and $4,026, respectively 8,418 9,073
--------- ---------
Total fixed assets 11,104 11,969
--------- ---------
Other assets:
Security deposits 160 160
--------- ---------
Total assets $ 92,198 $ 139,790
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Bank overdraft $ -- $ 4,307
Revolving credit line 5,886 5,284
Accounts payable 1,151 1,151
Loans payable to shareholders 17,787 14,301
Accrued expenses payable -- 23,752
--------- ---------
Total liabilities 24,824 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) (239,171) (215,550)
--------- ---------
Total shareholders' equity 67,374 90,995
--------- ---------
Total liabilities and
shareholders' equity $ 92,198 $ 139,790
========= =========
See accompanying Notes to Consolidated Financial Statements.
5
TDT Development, Inc.
and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
January 31
----------------------------
2002 2001
----------- -----------
(Unaudited)
Revenues:
Net sales $ 21,235 $ 47,573
Cost of sales 9,281 20,707
----------- -----------
Gross profit 11,954 26,866
Commissions -- 7,529
----------- -----------
Total Revenue 11,954 34,395
----------- -----------
Operating Expenses:
General and administrative expenses 15,746 25,953
Selling expenses 19,028 29,381
----------- -----------
Total expenses 34,774 55,334
----------- -----------
Other Income and Expenses:
Miscellaneous income -- --
Interest income 48 --
Interest expense (849) (2,319)
----------- -----------
Total other income and expenses (801) (2,319)
----------- -----------
Net income (loss) $ ( 23,621) $ (23,258)
=========== ===========
Net income (loss) per share:
Basic $ (0.01) $ (0.01)
=========== ===========
Weighted average common shares used in
calculation of net income (loss) per share 8,381,000 5,571,337
=========== ===========
See accompanying Notes to Consolidated Financial Statements.
6
TDT Development, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
January 31,
------------------------
2002 2001
--------- ---------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (23,621) $ (23,258)
Adjustments to reconcile net loss
to cash used by operating activities:
Depreciation 865 814
--------- ---------
(22,756) (22,444)
(Increase) decrease in accounts receivable 8,165 (38,487)
(Increase) decrease in inventory 9,282 (6,452)
(Decrease) in operating accounts payable -- 7,599
Increase in accrued interest payable -- 1,823
Increase (decrease) in accrued expenses (23,752) 17,967
--------- ---------
Cash used by operating activities (29,061) (39,994)
--------- ---------
Cash flows from investing activities:
Purchase of fixed assets -- (3,062)
--------- ---------
Cash flows from financing activities:
Proceeds from stockholders' loans 3,486 --
Proceeds of private placement offering -- 210,100
Revolving credit line borrowings 602 4,872
Proceeds (repayment)of promissory note payable -- 40,000
Proceeds (repayment) of bank overdraft (4,307) (1,468)
--------- ---------
Cash provided by financing activities (219) 253,504
--------- ---------
Increase (decrease)in cash (29,280) 210,448
Cash, beginning of period 33,884 --
--------- ---------
Cash, end of period $ 4,604 $ 210,448
========= =========
Supplemental cash flow disclosures:
Cash paid for interest $ 248 $ 496
========= =========
Cash paid for taxes $ -- $ --
========= =========
See accompanying Notes to Consolidated Financial Statements.
7
TDT Development, Inc.
and Subsidiaries
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. (The "Company", "TDT"). All significant intercompany balances and
transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements of TDT have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and the Rule 10-01 of
Regulation S-X promulgated by the Securities and Exchange Commission and do not
include all of the information and footnotes required by generally accounting
principles accepted in the United States of America for audited financial
statements. In the opinion of management, these interim financial statements
include all adjustments necessary in order to make these financial statements
not misleading. The results of operations for such interim periods are not
necessarily indicative of the results of operations for a full year or any other
period. The unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
of the Company included in the Company's Annual Report on Form 10-K for the year
ended October 31, 2001.
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.
On March 1, 2002, the Board of Directors of TDT Development, Inc. approved a
change of the Company's fiscal year to December 31 from October 31, effective
March 1, 2002 and a Form 10-Q/T report was filed on April 22, 2002 with the
Securities and Exchange Commission for the two-month period ended December 31,
2001.
2. Supplemental Cash Flow Information
January 31 January 31
2002 2001
------- ----
Cash paid during the two Month periods for:
Interest $ 248 $496
======= ====
Income taxes $ -- $ --
======= ====
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 three months ended January 31, 2002.
RESULTS OF OPERATION
Total revenues for the three months ended January 31, 2002 were $11,954 as
compared to $34,395 for the three months ended January 31, 2001. Our cost of
goods sold for the three months ended January 31, 2002 was $9,281 as compared to
$20,707 for the three months ended January 31, 2001. Our gross profit on sales
was $11,954 for the three months ended January 31, 2002 as compared to $26,866
for the three months ended January 31, 2001.
Selling and general and administrative expenses for the three months ended
January 31, 2002 were $34,774 as compared to $55,334 for the three months ended
January 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended January 31, 2002, we had net cash used in operating
activities of $29,061 as compared to $39,994 for the three months ended January
31, 2001.
Cash used in investment activities for the three months ended January 31, 2002
was $0 as compared to $3,062 for the three months ended January 31, 2001.
Cash provided by financing activities for the three months ended January 31,
2002 was ($219) as compared to $253,504 for the three months ended January 31,
2001.
At January 31, 2002, we had cash in the amount of $4,604 as compared to $33,884
at November 1, 2001.
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 quarter ended January
31, 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: May 8, 2002 By: /s/ Pietro Bortolatti
-------------------------------------------
Pietro Bortolatti, CEO, CFO, President,
and Chairman of the Board
11