UNITED STATES
                       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 June 30, 2002

            ( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT

                  For the transition period from ____ to ____

                         Commission file number 0-2749

                           DISTINCTIVE DEVICES, INC.
                 (Name of small business issuer in its charter)

                    New York                           13-1999951
      (State of incorporation or organization)   (IRS Identification No.)

                 One Bridge Plaza, Ste. 100, Fort Lee, NJ 07024
          (Address of principal executive offices)      (Zip Code)

                   Issuer's telephone number:  (201)363-9922

                                      N/A
                           (Issuer's former address)


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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes(X)  No(  )

19,134,824 shares of issuer's common stock, $.05 par value, were outstanding at
July 31, 2002. Issuer has no other class of common equity.




<PAGE>


                                    CONTENTS

                                                                      Page

PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheet--
                 June 30, 2002                                         3

          Condensed Consolidated Statements Of Operations--
           Three months and six months ended June 30, 2002 and 2001
               February 5, 1998 (Inception) to June 30, 2002           4

          Condensed Consolidated Statements Of Changes In
           Stockholders' Equity--
            Inception to June 30, 2002                                 5

          Condensed Consolidated Statements Of Cash Flows--
           Six months ended June 30, 2002 and 2001
            February 5, 1998 (Inception) to June 30, 2002              6

          Notes To The Condensed Consolidated Financial
              Statements                                               7


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION                                                   10


PART II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                             12


SIGNATURES                                                            12





                                  2
<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. - FINANCIAL STATEMENTS

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (unaudited)



                                                             June 30,
                                                               2002
                                                                ----
                                     ASSETS

Current Assets
  Cash and cash equivalents                                $     40,494
    Accounts receivable                                         645,945
    Inventories                                                  12,579
    Prepaid Expenses                                              1,911
    Assets of discontinued operations and
        assets held for sale                                     88,375
                                                                -------
                   Total Current Assets                         789,304

Property and equipment, net                                     290,091

Goodwill                                                         11,221

Other assets                                                     32,439
                                                                -------
                                                           $  1,123,055
                                                              =========

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued liabilities               $     274,415
    Accrued professional fees                                     26,967
                                                                 -------
                   Total Current Liabilities                     301,382
Convertible subordinated debentures                              400,000
                                                                 -------
                   Total Liabilities                             701,382
                                                                 -------
Minority interest                                                  2,116
                                                                 -------
Stockholders' Equity
    Convertible preferred stock Series C, $1 par;
    1,000,000 shares authorized; 10,000 outstanding               10,000
    Common stock, $.05 par;  20,000,000 shares
    authorized; 19,134,824 shares outstanding                    956,741
    Additional paid-in capital                                 3,549,680
    Deficit accumulated during the development stage          (4,096,864)
                                                               ---------
                                                                 419,557
                                                                --------
                     Total Stockholders' Equity            $   1,123.055
                                                               =========

   The accompanying notes are an integral part of these financial statements.


                                  3
<PAGE>

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                                     Period From
                                                                                                     February 5,1998
                                Three Months Ended June 30,        Six Months Ended June 30,         (Inception) to
                                2002            2001*              2002           2001*              June 30, 2002
                                ----            ----               ----           ----               -------------
<S>                             <C>             <C>                <C>            <C>                <C>
Revenue
 Operating                      $   360,805     $         -        $  798,595     $        -         $   798,595
    Other                                 -               -                 -              -              35,888
Cost of goods sold                 (335,253)              -          (719,979)             -            (719,979)
Operating expenses                 (189,918)       (247,235)         (395,454)      (572,632)         (2,461,215)
                                    -------         -------           -------        -------           ---------
   Operating loss                  (164,366)       (247,235)         (316,838)      (572,632)         (2,346,711)
                                    -------         -------           -------
Other income (expense):
   Interest expense                 (20,000)              -           (20,000)             -             (20,000)
   Interest and other income            276           5,054             2,340         14,417             101,815
   Loss on disposal of equipment          -               -                 -              -              (6,500)
                                     ------          ------            ------         ------             -------
     Other income (expense), net    (19,724)          5,054           (17,660)        14,417              75,315
                                     ------           -----            ------         ------             -------
                                   (184,090)       (242,181)         (334,498)      (558,215)         (2,271,396)
Minority interest                         -               -                 -              -             191,866
                                    -------         -------           -------        -------           ---------
Loss from continuing operations    (184,090)       (242,181)         (334,498)      (558,215)         (2,079,530)
                                    -------         -------           -------        -------           ---------

Discontinued operations:
  Loss from discontinued operations,
   net of tax benefit of $0 after
   valuation allowance                    -               -                 -              -          (1,605,078)
  Loss on sale and write-down
   of assets from discontinued
   operations, net of tax benefit
   of $0 after valuation allowance  (19,543)        (48,084)          (58,784)       (48,084)           (412,256)
                                     ------          ------            ------         ------             -------
Loss from discontinued operations   (19,543)        (48,084)          (58,784)       (48,084)         (2,017,334)
                                     ------          ------            ------         ------           ---------

Net loss                        $  (203,633)    $  (290,265)       $ (393,282)    $ (606,299)        $(4,096,864)
                                    =======         =======           =======        =======           =========
Weighted average shares of
 common stock outstanding (1)    19,134,824      17,355,448        19,134,824     17,335,631          13,082,161
                                 ==========      ==========        ==========     ==========          ==========
Loss per share -
 basic and diluted:
 Loss from continuing
  operations                    $     (0.01)    $     (0.02)       $    (0.02)    $    (0.03)        $     (0.16)
   Loss from discontinued
    operations                            -               -                 -              -               (0.15)
                                       ----            ----              ----           ----                ----
Net loss per share -
 basic and diluted              $     (0.01)    $     (0.02)       $    (0.02)    $    (0.03)        $     (0.31)
                                       ====            ====              ====           ====                ====
</TABLE>

(1)  The weighted average shares of common stock outstanding are not adjusted
for potential effects of the Company's convertible preferred stock or its
convertible subordinated debentures because of their antidilutive effect.

*During the six months ended June 30, 2001, the Company primarily focused its
efforts in one segment, developing its wireless ISP business which has been
discontinued (Note 11).

   The accompanying notes are an integral part of these financial statements.

                                  4
<PAGE>

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                   Addi-                     Deficit               Total
                          Preferred                                tional       Shares       Accumulated           Stock
                            Stock             Common Stock         Paid-in      to be        During the Devel-     Holders'
                        Shares   Amount    Shares     Amount       Capital      Issued       opment Stage          Equity
                        ------   ------    -------    ------       ------       ------       -----------           ------

                     <C>      <C>       <C>        <C>          <C>          <C>          <C>
Initial issuance of
 shares for cash             -   $     -    6,000,000 $ 300,000    $ (299,700)  $      -     $         -             $       300
Net loss - 1998              -         -            -         -             -          -            (195)                   (195)
                        ------    ------   ----------   -------     ---------     ------        --------             -----------
Balance at
December 31, 1998            -         -    6,000,000   300,000      (299,700)         -            (195)                    105
Issuance of shares
 for cash                    -         -    2,051,340   102,567       699,597          -               -                 802,164
Acquisition of net assets
  on recapitalization        -         -    4,119,902   205,995        (1,666)         -               -                 204,329
Issuance of shares
 for finder's fee            -         -      121,712     6,086        85,198          -               -                  91,284
Net loss - 1999              -         -            -         -             -          -        (606,764)               (606,764)
                        ------    ------   ----------   -------       -------     ------         -------                 -------
Balance at
December 31, 1999            -         -   12,292,954   614,648       483,429          -        (606,959)                491,118
Issuance of shares for cash  -         -    3,156,810   157,841     2,998,969          -               -               3,156,810
Issuance of shares
 for acquisition of
 minority interest           -         -    1,713,640    85,681       (85,681)         -               -                       -
Shares to be issued
 for finder's fee            -         -            -         -             -     73,034               -                  73,034
Reduction of
 minority interest           -         -            -         -             -          -          21,193                  21,193
Net loss - 2000              -         -            -         -             -          -      (1,783,914)             (1,783,914)
                        ------    ------   ----------    ------        ------     ------       ---------               ---------
Balance at
December 31, 2000            -         -   17,163,404   858,170     3,396,717     73,034      (2,369,680)              1,958,241
Issuance of shares
 for acquisition of
 minority interest           -         -      182,460     9,123        (9,123)         -               -                       -
Issuance of shares
 for finder's fee            -         -       18,960       948        72,086    (73,034)              -                       -
Issuance of shares for
 acquisition of shares
 of subsidiary               -         -    1,770,000    88,500             -          -               -                  88,500
Exchange of common
 for preferred shares   10,000    10,000   (1,250,000)  (62,500)       52,500          -               -                       -
Issuance of shares
 for cash                    -         -    1,250,000    62,500        37,500          -               -                 100,000
Net loss - 2001              -         -            -         -             -          -      (1,333,902)             (1,333,902)
                        ------    ------   ----------    ------        ------    -------       ---------               ---------
Balance at
December 31, 2001       10,000    10,000   19,134,824   956,741     3,549,680          -      (3,703,582)                812,839
Net loss                     -         -            -         -             -          -        (393,282)               (393,282)
                        ------    ------   ----------   -------     ---------    -------         -------
Balance at
June 30, 2002           10,000   $10,000   19,134,824 $ 956,741    $3,549,680   $      -     $(4,096,864)              $(419,557)
                        ======    ======   ==========   =======     =========     ======       =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                  5
<PAGE>

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)



                                                                    Period From
                                                               February 5, 1998
                                      Six Months Ended June 30,  (Inception) to
                                       2002          2001         June 30, 2002

Cash flows from operating activities   $ (717,404)   $ (469,878)  $(2,627,913)
                                          -------       -------     ---------
Cash flows from investing activities:
 Acquisition of equipment                 (57,316)      (12,256)     (922,673)
 Proceeds from sale of equipment                -             -         2,500
 Issuance of notes receivable                   -        (8,000)      (20,000)
 Payments received on notes receivable          -             -        20,000
 Cash received on acquiring Webpulse            -             -        13,117
 Cash effect of recapitalization                -             -       398,904
                                         --------        ------       -------

  Net cash used in investing
   activities                             (57,316)      (20,256)     (508,152)
                                          -------       -------       -------

Cash flows from financing activities:
 Issuance of convertible debentures             -             -       400,000
 Minority interest                              -             -         2,116
 Issuance of common stock                       -             -     4,254,265
                                         --------       -------     ---------

       Net cash provided by
        financing activities                    -             -     4,656,381
                                         --------       -------     ---------
  Increase (decrease) in cash from
   continuing operations                 (774,720)     (490,134)    1,520,316
                                          -------       -------     ---------
Net cash provided by (used in)
  discontinued operations                 125,256             -    (1,479,822)
                                          -------        ------     ---------
Cash - Beginning of period                689,958       985,032             -
                                          -------       -------     ---------
            End of period                $ 40,494      $494,898   $    40,494
                                           ======       =======        ======

   The accompanying notes are an integral part of these financial statements.

                                  6
<PAGE>


                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:        BASIS OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of Distinctive Devices, Inc. and its subsidiaries, Webpulse
Consulting, Inc., Distinctive Devices (India), PLC (96.6% owned), International
Gemsource, Inc. and EagleView Industries, Inc.  EagleView is inactive.

NOTE 2:       INTERIM FINANCIAL DATA

In the opinion of management, the accompanying unaudited financial statements
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission and generally accepted accounting principles
for interim financial information.  These financial statements do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.  The
annual financial statements of the Company as of December 31, 2001 should be
read in conjunction with these statements.  The financial information included
herein has not been audited.  However, management believes the accompanying
unaudited interim financial statements contain all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the consolidated
financial position of the Company as of June 30, 2002 and the results of
operations for the three months and six months and the period from February 5,
1998 (inception) to June 30, 2002, and cash flows for the six months ended June
30, 2002 and 2001 and the period from February 5, 1998 (inception) to June 30,
2002. The results of operations and cash flows for the six-month period are not
necessarily indicative of the results of operations or cash flows for the year
ending December 31, 2002.

NOTE 3:         REVENUE RECOGNITION

Product sales are recognized when an agreement of sale exists, product delivery
has occurred, pricing is final or determinable, and collection is reasonably
assured.

NOTE 4.         INVENTORIES

Inventories consist primarily of gemstones, held by a subsidiary. Inventories
are stated at cost, which approximates market, on the first-in, first-out,
basis.

NOTE 5.    ASSETS HELD FOR SALE

Assets held for sale represent equipment and inventories related to the
Company's discontinued wireless ISP operations which have been segregated and
written down to their net realizable value. During the six months ended June 30,
2002, certain assets held for sale were sold resulting in a loss of $58,784.

NOTE 6.     CONVERTIBLE SUBORDINATED DEBENTURES

The Company has $400,000 principal amount of 10% convertible subordinated
debentures outstanding (the "Debentures") which mature in 2006.  The Debentures
are convertible into common stock at the holder's option at conversion prices
ranging from $0.25 in 2002 to $0.75 in

                                7
<PAGE>

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

NOTE 6.     CONVERTIBLE SUBORDINATED DEBENTURES (continued)

2006, subject to an increase in the authorized common share capital.  The
Debentures may be redeemed by the Company, in whole or in part, at percentages
of principal amount ranging from 105% in 2002 to 101.25% in 2006.  The
Debentures are subordinated to obligations for money borrowed from financial
institutions.

NOTE 7.   CAPITAL STRUCTURE

Convertible Preferred Stock
--------------------------
The Company has 1,000,000 shares of preferred stock, par value $1, authorized.
The Board has authority to issue the shares in one or more series and to fix the
designation preferences, powers and other rights as it deems appropriate.  The
Company has designated 60,000 shares as Series C convertible preferred stock of
which 10,000 shares are outstanding.  Each such share is convertible into 125
shares of common stock and all such shares outstanding will be automatically
converted, on that basis, to common stock following shareholder approval of an
increase in common share capital to a number of common shares sufficient for
conversion of all outstanding shares of Series C preferred stock. Until such
approval, each Series C preferred share has voting, dividend and liquidation
rights equivalent to 125 shares of common stock.

Common Stock
-----------
The Company has 20,000,000 authorized shares of common stock, par value $.05.
Common stock has one vote per share for election of directors and all other
matters submitted to a vote of stockholders.  Shares of common stock do not have
cumulative voting, preemptive, redemption or conversion rights.

NOTE 8.    NEW SUBSIDIARY

In January 2002, the Company organized International Gemsource, Inc., a Delaware
corporation, based in the Company's offices in Fort Lee, New Jersey.  The
subsidiary is engaged in trading rough and polished gemstones.

NOTE 9.   GOING CONCERN

As shown in the accompanying financial statements, the Company incurred net
losses of $203,633, $393,282 and $4,096,864 during the three months and six
months ended June 30, 2002, and the period from February 5, 1998 (inception) to
June 30, 2002, respectively.  The Company's working capital at June 30, 2002 of
approximately $488,000 is not sufficient to fund operations at the current
level.  These factors raise a substantial doubt about the Company's ability to
continue as a going concern.  Management of the Company is considering acquiring
or merging with an operating company, commencing new operations and obtaining
financing through the issuance of debt and stock.

The ability of the Company to continue as a going concern is dependent on
management's ability to continue to obtain financing, to successfully implement
its business plan and to establish profitable operations.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

                                8
<PAGE>

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

NOTE 10.    SEGMENT INFORMATION

The Company reports segments based upon the management approach. The management
approach designates the internal reporting that is used by management for making
operating decisions and assessing performance.  For the three months and six
months ended June 30, 2002, the Company operated three segments, Distribution of
RTA Equipment, Gemstone Trading and Software Development.
<TABLE>
<CAPTION>

                                       Distribution
                                       of RTA            Gemstone   Software
                                       Equipment         Trading    Development   Corporate      Consolidated
                                       ---------         -------    -----------   ---------      ------------
For the three months ended June 30, 2002:
<S>                                    <C>               <C>        <C>           <C>            <C>
Revenue                                $157,796          $201,767   $   1,242     $       -      $ 360,805

Operating income (loss)                  19,311                16*    (49,246)    (134,447)       (164,366)

Other income (expense)                        -                 -          41      (19,765)        (19,724)

Income (loss) from
 continuing operations                   19,311                16*    (49,205)    (154,212)       (184,090)

For the six months ended June 30, 2002:

Revenue                                 374,614           422,739       1,242            -         798,595

Operating income (loss)                  44,698                56*    (95,854)    (265,738)       (316,838)

Other income (expense)                        -                 -         345      (18,005)        (17,660)

Income (loss) from
continuing operations                    44,698                56*    (95,509)    (283,743)       (334,498)

Assets                                  212,905           454,024     195,688**    260,438***    1,123,055

</TABLE>

    *Operating income and income from continuing operations have been reduced by
a parent company charge for sales and office services of $5,000 in the three
months, and $32,500 in the six months, ended June 30, 2002.

  **Includes assets of DDI-India, located in India, of $96,854.

***Includes assets held for sale of $88,375.


                                9
<PAGE>

                   DISTINCTIVE DEVICES, INC. AND SUBSIDIARIES
                         (Development Stage Companies)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)


NOTE 11.  DISCONTINUED OPERATIONS

On July 2, 2001, the Board of Directors of the Company approved the
discontinuation of its wireless ISP business operations. Accordingly, the
Company segregated the assets, liabilities and operating expenses as of
September 30, 2001.

NOTE 12.  SUBSEQUENT EVENTS

On August 1, 2002, the Company designated 250,000 shares as Series D Convertible
Preferred Stock, par value $1.  On August 6, 2002, 173,333 such shares were sold
for $650,000 cash.  At such time as stockholders approve an increase in, and/or
a reverse split of, the Company's common share capital, sufficient in amount to
provide for conversion of all preferred shares outstanding (including a revision
in par value per common share), each Series D preferred share will be
automatically converted into 125 shares of common stock.  Until such approval,
each Series D share has voting and dividend rights equivalent to 125 shares of
common stock and a preference of $3.75 per share in the event of liquidation.

The Company recently filed preliminary proxy materials with the Securities and
Exchange Commission with respect to a Special Meeting of Shareholders to
consider the foregoing recapitalization, and other matters.  The date for the
meeting will be established, and all shareholders will be notified, following
clearance of this filing.



Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation
-----------------

Efforts continue to further develop markets for Company products and services,
in three principal segments:  hardware and software solutions, gemstone trading
and sales of DSL telephone equipment. While markets for software, servers and
telephonic equipment are currently severely depressed in North America and
Western Europe, this does not appear to be true in India and Russia, where our
efforts are primarily directed.

Our subsidiary in India is in negotiations with several substantial customer
prospects regarding the sale of hardware and software solutions involving
equipment provided under our reseller agreements with Sun Microsystems, Citrix
Systems and Baan (of Germany).  In another development, arrangements were
recently completed with Hughes Escort Communications to receive educational
classroom courses provided, via satellite, by the University of Phoenix, a
leading provider of such courses which lead to the granting of B.S. and advanced
degrees.  Classrooms in Bombay will be managed by our subsidiary.


                               10
<PAGE>

Gemstone trading activity continues.  We are considering participation, with a
major mining firm, in a Russian joint venture to produce cut and polished
diamonds.  Through the Company's contacts in India, experienced personnel would
be recruited for this activity.  India is the world's leading producer of cut
and polished gemstones.

Sales of telephonic DSL equipment continue.  We are considering the purchase of
assets from creditors of an Indian company that manufactures such equipment. The
company was formerly affiliated with Real Time Access, Inc ("RTA"), of
Livermore, California, now in Chapter 11 bankruptcy proceedings.  We have had an
agreement to distribute RTA products in four countries in Eastern Europe since
September 2001.  The purchase would assure the Company of an ongoing production
source for DSL equipment.  If concluded, the purchase would be undertaken by our
Indian subsidiary with funds provided by the Company from its recent private
placement (see Note 12 to the within financial statements).

Operating Results
-----------------

Sales for the six months ended June 30, 2002 approximated $799,000 and were
somewhat lower in the June quarter ($361,000) than in the preceding March
quarter ($438,000).  For the six month period, the loss from continuing
operations amounted to $334,498 and the net loss, including losses from
discontinued operations, amounted to $393,282.  This compares to a net loss of
$606,299 incurred in the prior year six-month period.  Among other factors,
lowered losses reflect, in large part, a substantial reduction in operating
expenses to $395,454 in the latest six-month period from $572,632 a year
earlier.

Cash realized from the disposal of equipment intended for use in our
discontinued ISP wireless operation amounted to $125,256 in the six month period
ended June 30, 2002.  During the same period, a $58,784 loss was recognized with
respect to the disposal of this ISP equipment, of which $4,125 was a write-down
of equipment to its net realizable value.

Liquidity
---------

Working capital at June 30, 2002. approximated $488,000.  This amount was
subsequently increased by $650,000 following the private placement of preferred
stock (see Note 12 to the within financial statements).  Even so, unless sales
increase markedly, and profits are realized, additional working capital will be
needed.  If so, the Company will seek to place additional amounts of debentures
or capital stock.  No assurance can be given, however, that a future placement
of securities can be accomplished, or would not be dilutive to current
shareholders.

Risks and Uncertainties
-----------------------

The Company is subject to all the risks inherent in an early stage company in
the software, systems, telecommunications and Internet industries.  These risks
include, but are not limited to, a limited operating history, limited resources,
dependence upon consumer and business acceptance of the products and services,
the changes taking place in the electronic commerce industry and the general
economic climate.  The Company's operating results may be materially affected by
the foregoing factors.


                               11
<PAGE>

STATEMENTS CONTAINED HEREIN AND ELSEWHERE IN THIS REPORT CONCERNING FUTURE
ACTIVITIES, PERFORMANCE OR INTENTIONS ARE FORWARD-LOOKING STATEMENTS WHICH, BY
THEIR NATURE, INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS, AND
DEPEND ON CIRCUMSTANCES, THAT WILL OCCUR IN THE FUTURE, MANY OF WHICH ARE NOT
WITHIN THE COMPANY'S CONTROL.  ACTUAL RESULTS AND EVENTS MAY DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS AS THE RESULT OF KNOWN OR
UNKNOWN RISKS, UNCERTAINTIES AND/OR OTHER FACTORS AND THERE CAN BE NO ASSURANCE
THAT SUCH EXPECTATIONS WILL PROVE CORRECT.

PART II    OTHER INFORMATION

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

3.1*      Certificate of Amendment to the Certificate of Incorporation dated
August 1, 2002.

10.1*    Stock Purchase Agreement, dated as of July 31, 2002, between Registrant
and Shrikant C. Mehta with respect to the purchase of Series D Convertible
Preferred Stock.

99*       Statement Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*filed herewith

(b)  A Report on Form 8-K was filed for an event of April 16, 2002, reporting in
Item 4 a change in the Company's independent accountants.


                                   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.


                                     DISTINCTIVE DEVICES, INC.
                                     (Registrant)


Dated:  August 12, 2002
                                     By:  /s/ SANJAY MODY
                                     ----------------------
                                     Sanjay Mody
                                     President and CEO
                                     Treasurer and CFO





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