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 March 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.
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(Name of Small Business Issuer in its charter)
NEVADA 22-3762835
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
140 De O., Montreal, Quebec, Canada H2P 1H2
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(Address of principal executive offices) (Zip Code)
(514) 383-6824
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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 |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 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.
MARCH 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 March 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 March 31, 2002................................ 5
Statements of Operations for the three month periods ended
March 31, 2002 and March 31, 2001.......................................... 6
Statements of Cash Flows for the three month periods ended
March 31, 2002 and March 31, 2001.......................................... 7
Notes to Financial Statements..................................... 8
4
Consolidated Balance Sheet
March 31,
2002
---------
(Unaudited)
---------
Assets
Current assets:
Cash $ 1,053
Accounts receivable, net of allowance
for doubtful accounts of $1,150 24,745
Commissions receivable 7,000
Inventory 42,819
---------
Total current assets 75,617
---------
Fixed assets:
Office furniture, net of
accumulated depreciation of
$ 1,674 2,545
Computers and equipment, net of
accumulated depreciation of $5,117 7,982
---------
Total fixed assets 10,527
---------
Other assets:
Security deposits 160
---------
Total assets $ 86,304
=========
Liabilities and Shareholders' Equity
Current liabilities:
Revolving credit line $ 6,222
Accounts payable 1,151
Loans payable to shareholders 19,952
Accrued expenses payable 30,999
---------
Total liabilities 58,324
---------
Shareholders' equity:
Common stock, 50,000,000 shares
authorized; 8,381,000 shares
issued and outstanding; par value
$.0001 838
Preferred stock, 5,000,000 shares
authorized; -0- shares issued
and outstanding; par value $.0001 --
Additional paid in capital 305,707
Retained earnings (deficit) (278,565)
---------
Total shareholders' equity 27,980
---------
Total liabilities and
shareholders' equity $ 86,304
=========
See accompanying Notes to Consolidated Financial Statements.
5
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31
--------
2002 2001
-----------------------------
(Unaudited)
Revenues:
Net sales $ 10,223 $ 33,644
Cost of sales 5,395 13,857
----------- -----------
Gross profit 4,828 19,787
Commissions -- --
----------- -----------
Total Revenues 4,828 19,787
----------- -----------
Operating Expenses:
General and administrative expenses 43,031 21,775
Selling expenses 5,587 17,643
----------- -----------
Total expenses 48,618 39,418
----------- -----------
Other Income and Expenses:
Miscellaneous income -- --
Interest income 5 1,371
Interest expense (498) (413)
----------- -----------
Total other income and expenses (493) 958
----------- -----------
Net income (loss) $ (44,283) $ (18,673)
=========== ===========
Net income (loss) per share:
Basic $ (0.01) $ 0.00
=========== ===========
Weighted average common shares used in
calculation of net income (loss) per share 8,381,000 8,371,000
=========== ===========
See accompanying Notes to Consolidated Financial Statements.
6
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
---------
2002 2001
--------- ---------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (44,283) $ (18,673)
Adjustments to reconcile net loss
to cash used by operating activities:
Depreciation 865 564
--------- ---------
(43,418) (18,109)
(Increase) decrease in accounts receivable 6,778 (2,337)
(Increase) decrease in inventory 4,823 (5,436)
(Increase) in commissions receivable (7,000) --
(Decrease) in operating accounts payable -- (37,323)
Increase (decrease) in accrued expenses 18,416 (3,529)
--------- ---------
Cash used by operating activities (20,401) (66,734)
--------- ---------
Cash flows from financing activities:
Proceeds from stockholders' loans 4,848 --
Proceeds of private placement offering -- 59,000
Revolving credit line borrowings 498 (59)
--------- ---------
Cash provided by financing activities 5,346 58,941
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Increase (decrease)in cash (15,055) (7,793)
Cash, beginning of period 16,108 210,359
--------- ---------
Cash, end of period $ 1,053 $ 202,566
========= =========
Supplemental cash flow disclosures:
Cash paid for interest $ -- $ 413
========= =========
Cash paid for taxes $ -- $ --
========= =========
See accompanying Notes to Consolidated Financial Statements.
7
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 condensed consolidated financial statements of TDT
Development, Inc. have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all normal and recurring adjustments and accruals considered
necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002. For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual shareholders' report incorporated by reference in the Form
10-KSB for the year ended October 31, 2001.
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. Inventories
Inventories of TDT Development, Inc. are stated at the lower of cost or market.
Cost is determined using the first-in first-out (FIFO) method. Inventories
consist of the following:
March 31
2002
--------
Finished goods $ 42,819
========
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 March 31, 2002.
RESULTS OF OPERATIONS
Total revenues for the three months ended March 31, 2002 were $4,828 as compared
to $19,787 for the three months ended March 31, 2001. Our cost of goods sold for
the three months ended March 31, 2002 was $5,395 as compared to $13,857 for the
three months ended March 31, 2001. Our gross profit on sales was $4,828 for the
three months ended March 31, 2002 as compared to $19,787 for the three months
ended March 31, 2001.
Selling and general and administrative expenses for the three months ended March
31, 2002 were $48,618 as compared to $39,418 for the three months ended March
31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 2002, we had net cash used in operating
activities of $(20,401) as compared to $(66,734) for the three months ended
March 31, 2001.
Cash provided by financing activities for the three months ended March 31, 2002
was $5,346 as compared to $58,941 for the three months ended March 31, 2001.
At March 31, 2002, we had cash in the amount of $1,053 as compared to $202,566
at March 31, 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.
On March 12, 2002 a Form 8-K was filed by the Registrant which
disclosed that on March 1, 2002, the Board of Directors of TDT
Development, Inc. ("TDT" or the "Company") approved a change of the
Company's fiscal year to December 31 from October 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: May 15, 2002 By: /s/ Pietro Bortolatti
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Pietro Bortolatti, CEO, CFO, President,
and Chairman of the Board
11