The accompanying March 31, 2006 financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2006 and 2005 and for all periods presented have been made. Certain information and Footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2005 audited financial statements. The results of operations for periods ended March 31, 2006 and 2005 are not necessarily indicative of the operating results for the full years.
The Company’s consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might result from the outcome of this uncertainty. It is management intention to seek additional operating funds through operations, and debt or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.
Subsequent to the March 31, 2006 balance sheet certain stockholders of the Company completed a controlling interest sale of Triad Industries, Inc. The Company’s subsidiaries were spun out in the sale of the parent company. Upon completion of the sale the Company changed the name to Direct Equity International, Inc.
ITEM 2. Managements’ Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
As of March 31, 2006, the Company has $136,090 in total current assets, compared to total current assets of $206,360 as of December 31, 2005. The major factor in the reduction of current assets was the use of cash in operations to fund the financial services operation. Also, contributing to the use of cash was the Company defending itself in a lawsuit, which was ultimately dropped in late September of 2005. The Company spent approximately $50,000 defending itself. Currently, the current assets are comprised of $80,090 in cash, $23,130 in accounts receivable, $14,331 in available for sale securities and $17,569 in loans receivable.
As of March 31, 2006, the Company has $59,158 in total current liabilities compared to $51,875 as of December 31, 2005. Accounts payable increased $5,676 and loans payable decreased $3,393.
Results of Operations
For the three months ending March 31, 2006, the Company had a net loss of $93,266 compared to a net loss of $58,462 for the same period of 2005. Administrative expenses increased by approximately $26,288 for the first quarter of 2006 compared to the same period of 2005. The majority of this increase can be attributed to increased salaries and wages. The increase in salaries and wages was approximately $24,000. Other than this increase operating expenses were very comparable with the same period of the year before.
The Company had revenues of $10,267 for the three months ended March 31, 2006, compared with $12,050 for the same period last year. Management cannot attribute the decrease in revenues to anything but a significant decrease in clients requesting services.
Management is still unhappy with the performance of the financial services sector. Management had hoped that a steadying of the financial markets would lead more companies to go public. However, the financial markets are still uncertain, which in the opinion of management causes smaller companies to hesitate achieving public status due to market uncertainty. This has a severe negative impact on the Company and is reflected in the operating results.
For the three months ending March 31, 2006, the Company had a net loss of $93,266 compared to a net loss of $58,462 for the same period of 2005. Administrative expenses increased by approximately $26,288 for the first three months of 2006 compared to the same period of 2005. A significant portion of this increase can be attributed to salaries and wages. The increase in salaries and wages was approximately $24,000. Other than this increase operating expenses were very comparable with the same period of the year before. Management further attributes this loss to the lack of business in the financial services sector. For the first three months of 2006, the Company had a gain of $467.00 from the sale of securities, compared to a net loss of $8,640.00 for the same period the year before.
The Company had revenues of $10,267.00 for the three months ended March 31, 2006, compared with $12,050.00 for the same period last year. Management cannot attribute the decrease in revenues to anything but a significant decrease in clients requesting services.
Net Operating Loss
The Company has accumulated approximately $3,652,277 of net operating loss carry-forwards as of March 31, 2006, which may be offset against taxable income and incomes taxes in future years. However, of this accumulated net operating loss $1,542,394 was from the sale of a discontinued operation. The loss from the discontinued operation can not be used to offset future income. The use of these to losses to reduce future incomes taxes will depend on the generation of sufficient taxable income prior to the expiration of the net loss carry-forwards. The carry-forwards expire in the year 2025. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of carry-forwards, which can be used.
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Sale of Common Capital Stock
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of1995. The Company wished to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve the risk and uncertainties that could cause actual results to differ materially from those expressed on or implied by the statements, including, but not limited to the following: the ability of the Company to successfully meet its cash and working capital needs, the ability of the Company to successfully market its
product, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission.
Item 3. Controls and Procedures
The Company's management, including our President and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended) as of the quarter ended March 31, 2006, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, that our disclosure controls and procedures are effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act
of 1934, as amended.
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| PART II OTHER INFORMATION |
ITEM 1. LEGAL PROCEEDINGS
The Company was named in a legal proceeding that was filed on October 5, 2004, in the Superior Court of California, County of San Diego, Central Division, case number 836664. The principal parties to this action are the plaintiffs, Kevin Smith and Canyon Capital Marketing, an entity controlled by Smith, and the defendants, Triad Industries, Inc., Golden Age Homes, Inc., Robert M. Bryson and Signature Stock Transfer, Inc.
| The above-mentioned lawsuit was dropped in late September of 2005. |
ITEM 2. CHANGES IN SECURITIES
On September 22, 2005, a holder our preferred securities converted their shares to common. This reduced the number of outstanding preferred shares from 7,500 to zero and increased our outstanding common shares by 15,000.
| As of March 31, 2006, the Company has 628,010 shares of common stock issued and outstanding. |
ITEM 3. DEFAULTS UPON SENIOR SECURITES
ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a. | 33.1 302 Certification of the President | |
b. | 33.2 302 Certification of the CFO | |
c. | 99.1 906 Certification of Makoto Omori |
d. | 99.2 906 Certification of Toshiaki Sato | |
| | | | |
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In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DIRECT EQUITY INTERNATIONAL, INC. |
| (formerly TRIAD INDUSTRIES, INC.) | |
| | | |
Dated: June 2, 2006
| By:/S/ Makoto Omori | |
| Makoto Omori | |
| President and CEO |
| | | |
| By:/S/ Toshiaki Sato |
| Toshiaki Sato | |
| Treasurer | |
| | |
| | | | |
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