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 March 31, 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, New Jersey 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
April 30, 2002. Issuer has no other class of common equity.

<PAGE>

                                     INDEX

                                                                       Page

PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheet--
          March 31, 2002                                                 3

         Condensed Consolidated Statements Of Operations--
          Three months ended March 31, 2002 and 2001
          February 5, 1998 (Inception) to March 31, 2002                 4

         Condensed Consolidated Statements Of Changes In
          Stockholders' Equity--
          February 5, 1998 (Inception) to March 31, 2002                 5

         Condensed Consolidated Statements Of Cash Flows--
          Three months ended March 31, 2002 and 2001
          February 5, 1998 (Inception) to March 31, 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)


                                                                     March 31,
                                                                     2002
                                                                     ---------
                                     ASSETS

Current Assets
 Cash and cash equivalents                                       $     219,705
 Accounts receivables                                                  304,074
 Inventories                                                           138,485
 Prepaid expenses                                                          420
 Asset of discontinued operations and
  assets held for sale                                                 135,105
                                                                       -------
         Total Current Assets                                          797,789

Property and equipment, net                                            291,929

Goodwill                                                                11,221

Other assets                                                            32,611
                                                                     ---------
                                                                 $   1,133,550
                                                                     =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Accounts payable and accrued liabilities                        $      52,277
 Accrued professional fees                                              55,967
                                                                     ---------
         Total Current Liabilities                                     108,244
Convertible subordinated debentures                                    400,000
                                                                     ---------
         Total Liabilities                                             508,244
                                                                     ---------

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                  (3,893,231)
                                                                     ---------
         Total Stockholders' Equity                                    623,190
                                                                     ---------
                                                                  $  1,133,550
                                                                     =========

   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 March 31,         (Inception) to
                                                   2002           2001                March 31, 2002
                                                 ----------     ----------            --------------
<C>                                             <S>            <S>                    <S>
Revenue
Operating                                       $  437,790     $         -            $   437,790
 Other                                                   -               -                 35,888
Cost of goods sold                                (384,726)              -               (384,726)
Operating expenses                                (205,536)       (325,397)            (2,271,297)
                                                 ---------      ----------              ---------
 Operating loss                                   (152,472)       (325,397)            (2,182,345)
                                                 ---------      ----------              ---------
Other income (expense):
 Interest and other income                           2,064           9,363                101,539
 Loss on disposal of equipment                           -               -                 (6,500)
                                                 ---------      ----------              ---------
  Other income, net                                  2,064           9,363                 95,039
                                                 ---------      ----------               --------
                                                  (150,408)       (316,034)            (2,087,306)
Minority interest                                        -               -                191,866
                                                   -------         -------              ---------

Loss from continuing operations                   (150,408)       (316,034)            (1,895,440)
                                                   -------         -------              ---------

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          (39,241)              -               (392,713)
                                                    ------          ------                -------
Loss from discontinued operations                  (39,241)              -             (1,997,791)
                                                    ------          ------              ---------

Net loss                                        $ (189,649)    $  (316,034)           $(3,893,231)
                                                   =======         =======              =========


Weighted average shares of
 common stock outstanding (1)                   19,134,824      17,315,589             12,718,617
                                                ==========      ==========             ==========
Loss per share - basic and diluted:
 Loss from continuing operations                $    (0.01)    $     (0.02)           $     (0.15)
 Loss from discontinued operations                       -               -                  (0.16)
                                                      ----            ----                   ----
Net loss per share - basic and diluted          $    (0.01)    $     (0.02)           $     (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.


   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>                        <S>       <S>        <S>        <S>          <S>           <S>        <S>                 <S>
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                        -         -            -          -             -          -        (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                        -         -            -          -             -          -        (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                        -         -            -          -             -          -          (189,649)        (189,649)
                           ------    ------   ----------    -------     ---------     ------         ---------          -------
Balance at
March 31, 2002             10,000   $10,000   19,134,824  $ 956,741    $3,549,680          -       $(3,893,231)      $  623,190
                           ======   =======   ==========  =========    ==========     ======       ===========          =======
</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)
<TABLE>
<CAPTION>

                                                                            Period From
                                                                            February 5, 1998
                                          Three Months Ended March 31,      (Inception) to
                                          2002             2001             March 31, 2002
<C>                                       <S>              <S>              <S>
Cash flows from operating activities      $  (528,770)     $  (270,631)     $(2,418,086)
                                              -------          -------        ---------
Cash flows from investing activities:
 Acquisition of equipment                     (39,552)         (10,644)        (904,909)
 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                               (39,552)         (18,644)        (490,388)
                                            ---------         --------         --------

Cash flows from financing activities:
 Issuance of convertible debentures                 -                -          400,000
 Minority interest                                  -                -            2,116
 Reduction of minority interest                     -                -          (21,193)
 Issuance of common stock                           -                -        4,254,265
                                            ---------         --------        ---------
    Net cash provided by
     financing activities                           -                -        4,635,188
                                            ---------         --------        ---------
 Increase (decrease) in cash from
  continuing operations                      (568,322)        (289,275)       1,726,714
                                              -------          -------        ---------
Net cash provided by (used in)
 discontinued operations                       98,069                -       (1,507,009)
                                               ------          -------        ---------

Cash - Beginning of period                    689,958          985,032                -
                                              -------          -------        ---------
       End of period                      $   219,705      $   695,757      $   219,705
                                              =======          =======          =======
</TABLE>

   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 March 31, 2002 and the results of its
operations and cash flows for the three months ended March 31, 2002 and 2001 and
the period from February 5, 1998 (inception) to March 31, 2002.  The results of
operations and cash flows for the three months ended March 31, 2002 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 materials as part of the RealTime Access, Inc.
("RTA") distribution arrangement.  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 three months ended March
31, 2002, certain assets held for sale were sold for which a loss of $39,241 was
recognized.

                                      [7]
<PAGE>


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

NOTE 6.     CONVERTIBLE SUBORDINATED DEBENTURES

The Company has $400,000 principal amount of 10% convertible subordinated
debentures outstanding (the "Debentures") which mature in 2006.  Debentures are
convertible into common stock at the holder's option at conversion prices
ranging from $0.25 in 2002 to $0.75 in 2006. Upon shareholder approval of
additional authorized common share capital, the Company intends to reserve
shares to permit complete conversion, although partial conversion is permitted.
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.
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 authorized 60,000 shares of 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,
authorized. 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 $189,649 and $3,893,231 during the three months ended March 31, 2002,
and the period from February 5, 1998 (inception) to March 31, 2002,
respectively.  The Company's working capital at March 31, 2002 of approximately
$690,000 is not sufficient to fund operations at the current


                                      [8]


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

NOTE 9.       GOING CONCERN (continued)

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.

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 ended March
31, 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
<C>                         <S>            <S>             <S>               <S>             <S>
Revenue                     $216,818       $220,972        $       -         $       -       $  437,790

Operating
 income (loss)               25,387              40          (46,608)         (131,291)        (152,472)

Other income                      -               -              304             1,760            2,064

Income (loss)
 from continuing
 operations                  25,387              40          (46,304)         (129,531)        (150,408)

Assets                      138,485         222,600          192,195*          580,270**      1,133,550

</TABLE>

*Includes assets of DDI-India, located in India, of $90,317.

**Includes assets held for sale of $125,105.

During the three months ended March 31, 2001, the Company primarily focused its
efforts in one segment, developing its wireless ISP business which has been
discontinued (Note 11).

                                      [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.


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

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

In mid-2001, the Company abandoned its earlier plan to provide wireless ISP
services in the New York City area.  Since then, management's efforts have been
directed toward the establishment of three new businesses.  Two of these had
aggregate sales of $437,790 during the three months ended March 31, 2002,
representing the Company's first operating revenue since its recapitalization in
1998 (inception).

One new business involves the design, development and production of software
products and customized software and multimedia solutions, including website
design and support.  These activities are conducted by our 96.6%-owned
subsidiary, Distinctive Devices (India), PLC, based in Mumbai (Bombay), India,
which was organized by the Company and became operational November 30, 2001.  A
second subsidiary, Webpulse Consulting, Inc., based in Fort Lee, New Jersey, is
wholly-owned and works with its Indian counterpart and is responsible for
marketing in the U.S.  Webpulse was acquired by the Company on October 31, 2001,
by the issuance of 1,770,000 shares of our common stock.  Our president, Mr.
Mody, was, and remains, president of Webpulse and his wife was the controlling
shareholder of Webpulse.

Both subsidiaries have been working together to establish relationships with
prospective customers and strategic partners.  To date, alliances have been
negotiated (or are in progress) with Sun Microsystems, Citrix Systems,
Packateer, Checkpoint Software and Hughes Escort Communications.  These
relationships enable our subsidiaries to offer a broad range of software
solutions to numerous industry segments in India, the U.S. and elsewhere and
effectively position the Company as an end-to-end enterprise solution provider.
This division had no revenues up to March 31, 2002.

The second new business activity is the offshore marketing of fast access DSL
telephone equipment manufactured by RealTime Access, Inc., Livermore, California
("RTA") and its subsidiary, Real Time Systems, Ltd., New Delhi, India ("RTS"),
pursuant to a distribution agreement entered into in September 2001.  In that
regard, the Company now has a representative in Moscow, Russia, where a test of
installed equipment is underway at a local telephone company.  Sales of this
Company division amounted to $216,818 during the three months ended March 31,
2002, with operating income of $25,387.


                                      [10]

In April 2002, RTA filed a voluntary petition for reorganization under Chapter
11 of the Federal Bankruptcy Code.  RTS is not involved in the proceeding.  Two
of the Company's directors, Mr. Mehta and Mr. Mody, our president, are also
directors of RTA.  We do not believe that the proceeding will adversely effect
the ability of RTA or RTS to manufacture and deliver equipment to customers and
distributors, including the Company.

Our third new business activity, trading in rough and polished gemstones,
yielded revenues of $220,972, but virtually no operating income, during the
three months ended March 31, 2002. This activity is carried on by a wholly-owned
subsidiary, International Gemsource, Inc., organized by the Company in January
2002 and based in Fort Lee, New Jersey.

Also during the March 2002 quarter, efforts to liquidate inventory and equipment
related to our discontinued wireless ISP operations resulted in cash of $98,069.
These efforts are continuing.

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

During the three months ended March 31, 2002, the Company sustained a loss from
continuing operations of $150,408, compared to a similar loss of $316,034 during
the same period a year earlier.  The improvement is attributable to lower
expenses in the 2002 period, stemming from lease terminations and staff
reductions.

Discontinued Operations
-----------------------

In the 2002 period, a further loss of $39,241 resulted from a downward
revaluation of assets remaining from the 2001 discontinuance of wireless ISP
operations.

Liquidity
---------

Working capital at March 31, 2002 approximated $690,000, an amount insufficient
to fund continuing operations at the current level (see Note 9 to the within
financial statements).  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 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

No reports on Form 8-K were filed during the three months ended March 31, 2002.

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:  May 14, 2002                                 By:  /s/ SANJAY MODY
                                                              Sanjay Mody
                                                              President and CEO
                                                              Treasurer and CFO



                                      [12]