UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-149546
TRI-MARK MFG, INC.
(Exact name of registrant in its charter)
California 20-8069359
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
643 S. Olive Street, Suite 777
Los Angeles, CA 90014
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (213) 689-9300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange act
Yes [ ] No [x]
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 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the part 90 days.
Yes [x] No[ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
2
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated file" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting no par value common stock held by non-
affiliates of the registrant was approximately $0.00.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock, as
of March 31, 2009 was 8,000,000 shares of its no par value common stock.
No documents are incorporated into the text by reference.
3
TRI-MARK MFG, INC.
Form 10-K
For the Fiscal Year Ended December 31, 2008
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 8
ITEM 6. SELECTED FINANCIAL DATA 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 33
ITEM 9A. CONTROLS AND PROCEDURES 33
ITEM 9B. OTHER INFORMATION 34
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 35
ITEM 11. EXECUTIVE COMPENSATION 37
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 38
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 41
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 41
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 42
4
PART I
ITEM 1. BUSINESS
Overview
- --------
Tri-Mark is a designer, marketer, and manufacturer of affordable branded
jewelry in the United States. Since inception, we have been focusing on
the expansion of our jewelry line and getting exhibit space in the major
jewelry shows. We exhibited our jewelry line at the MJSA Expo in New
York on April 13-15, 2008 and will be exhibiting our jewelry line at JCK
in Las Vegas on May 31 - June 4, 2008.
We began production in early December 2007 and had sold our jewelry to
one jewelry wholesaler, jewelry by HAV as of December 31, 2007. We
currently have twelve wholesale customers.
Business Strategy
- -----------------
Our current business model calls for the implementation of the
following strategies:
- Maintain a Broad Product Mix - We maintain a broad product mix so
that we can meet the varying needs of potential customers. This also
enables us to supply each customer with a number of different styles of
each product, which jewelry retailers generally like to have in stock.
We currently offer approximately 2,000 styles of earrings, pendants, and
rings.
We provide earrings and other jewelry products that incorporate
traditional styles and designs. While we regularly update our product
lines and offer new products, we seek to avoid designs incorporating
fashion trends that are expected to have short life cycles. This
approach enables us to avoid accumulating obsolete inventory.
Additionally, we can create specially designed products in response to
requests or pictures submitted to us by customers. This variety and
flexibility allows us to meet a wide variety of our customers' jewelry
needs. Currently, specifically designed products constitute
approximately 2% of our business.
- Capitalize on Our Manufacturing Processes - Our manufacturing
process allows us to produce mass quantities of value priced jewelry.
We are able to offer products to our customers at prices that are
competitive with or lower than our competitors offering similar goods,
while maintaining adequate profit margins.
- Marketing of our product lines - Our marketing strategy is to
increase brand recognition of the Tri-Mark name. This includes
advertising in consumer magazines daily newspapers, online publications
and vertical outlets. We exhibited our jewelry line at the MJSA Expo in
New York on April 13-15, 2008 and also exhibited our jewelry line at JCK
in Las Vegas on May 31 - June 4, 2008.
5
For the next six months, we shall only concentrate on the marketing of
our products at jewelry shows. The cost of expanding our product line
is on a piecemeal basis and is yet to be determined.
Our Products
- ------------
- Principal product line. Our principal product line is a wide
assortment of earrings, pendants, and rings. We offer over 2,000 styles
of earrings, pendants, and rings.
We provide our customers with a broad selection of stainless steel and
silver jewelry products that incorporate traditional styles and
designs. We avoid designs incorporating fashion trends, which are
expected to have short life cycles. This approach enables us to avoid
accumulating obsolete inventory. Additionally, by producing a greater
quantity of a particular product, our manufacturing process is more
cost efficient.
Our selection of pendants includes religious symbols; popular sayings;
sport themes and team logos; animal motifs; nautical, seashore,
western, musical, zodiac, and other thematic figures; initials; and
abstract artistic creations.
We also design earrings and pendants to match some of our rings so that
the products can be sold as a set.
- Design of our products. We regularly update our product lines
and offer new products. We utilize model makers/designers who develop
new designs based on research of the market and surveying stores,
catalogues, and industry publications to determine current trends.
These individuals are paid on a piecework basis.
Additionally, we can create specially designed products in response to
requests or pictures submitted to us by our customers. New product
design prototypes are created, and after evaluation, the final product
design is produced.
A principal goal of our design program is to maximize the perceived
value of our products through design and manufacturing innovations that
enhance the appearance of the jewelry without causing corresponding
increases in product costs. This design approach assists us in
producing quality products reflecting general consumer tastes. Tri-
Mark seeks products, not as fashion leaders or faddish styles, but of
enduring styles that encourage moderately priced impulse purchases.
Once a client makes a request for a piece of jewelry to be made, we
assist them in the design of the piece and the selection of the type of
precious metal and precious stone(s) for their piece. We then acquire
the raw materials in sufficient quantity to make the specific piece of
jewelry. In normal course business, we do not carry inventories of raw
materials.
6
Pricing
- -------
The prices for our jewelry are determined on an individual piece-by-
piece basis depending on the intricacy of the design and manufacture
process and the selection of materials to be used in creating each
piece.
Our prices are generally set based upon the cost of the precious
metals, the cost of the contract craftsperson's labor, and thereafter a
general mark-up. We currently fix the metal price on the date of
shipping. As orders increase, we intend to lessen the risk of market
fluctuations in the price of silver by either using the price we pay
for the silver to determine the prices we charge to our customers for
finished products incorporating the silver or by maintaining
appropriate forward contracts for the purchase of silver which protects
us against fluctuations in the price of silver between the order date
and the date of sale.
Our jewelry generally retails between $19.99 to $49.99.
Suppliers
- ---------
We purchase our supplies and raw materials from a variety of suppliers
and we do not believe the loss of any of the suppliers would have a
material effect on our business. Alternative sources of supply for raw
materials for production of jewelry are readily available.
We have no continuing contracts with any of our suppliers and our
relationship with them may be terminated by either party at any time.
We are not dependent upon any particular supplier for its raw
materials. We have not encountered and do not envisage in the future,
any difficulty in obtaining sufficient raw materials for our needs.
Manufacturing
- -------------
We produce our product through the use of metal molds made specifically
for us instead of rubber molds. Based on our in-house research, we can
produce our products five times faster than with the use of the
conventional rubber molds typically used in the industry. This
provides substantially reduced costs per unit and requires minimal
skilled labor.
Tri-Mark utilizes CAD/CAM (computer aided design/computer aided
manufacturing) technology to enhance our design, modeling, and
production capabilities. The equipment is utilized for the design of
Tri-Mark's new products and for modifying the scale of existing designs
whenever possible. Tri-Mark updates its product offerings periodically
by adding new designs and eliminating less popular styles.
7
Our manufacturing process combines the CAD/CAM technology,
mechanization, and hand craftsmanship to produce fashionable and
moderately priced jewelry. We combine various metals to produce cast
jewelry, and finishing operations such as cleaning, polishing, diamond-
cutting, engraving, plating and other jewelry work. We utilize the
lost-wax/cast-in-place method of jewelry manufacturing to produce high-
quality gold rings, earrings, pendants, bracelets and brooches. We
create wax duplicates of the items that are encased in a plaster mold.
The plaster is hardened in an oven while the heat melts away the wax,
leaving a hollow mold pre-set with stones in place. The mold is
injected with metal, in effect reverse mounting the stones in the
jewelry.
In addition, we utilize the carbide, or Swiss-cutting, manufacturing
operation. This method uses ring blanks of various widths and
dimensions, which have been cut from tubes of karat gold in a lathing
process. The blanks are then placed on a cutting machine, which is set
up to cut designs into the ring using diamond tipped or carbide tipped
tools.
We use a bar-coded tracking system for all inventories in process.
When a job bag is transferred from one worker to another, it is
automatically electronically "wanded" (UPC barcoded for number of
units, style, and other pertinent customer information) into that
worker's custody. This has the effect of assigning responsibility for
the inventory. It also causes the recipient worker to verify quality
of the product prior to his or her commencement of work, in effect,
policing the prior worker's work product. If the previous work product
was substandard, the recipient worker would return the job to
production control that would require the previous worker to correct
the work product with no compensation.
Marketing
- ---------
Our marketing strategy is to increase brand recognition of the Tri-Mark
name. We intend to market and sell our jewelry primarily through our
in-house sales and marketing team from our showroom, through direct
presentations at customer's locations, through the use of catalogues and
trade show exhibitions and other advertising media. This includes
advertising in consumer magazines, daily newspapers, online
publications, and vertical outlets,
Competition
- -----------
The jewelry industry is highly competitive, both in the United States
and on a global basis. Tri-Mark encounters competition primarily from
manufacturers with national and international distribution capabilities
and, to a lesser extent, from small regional suppliers of jewelry. Our
competitors include domestic and foreign jewelry manufacturers,
wholesalers, and importers who may operate on a national, regional, and
local scale.
8
The principal competitive factors in the industry are price, quality,
and design and customer service. The recent trend towards consolidation
at the retail level in the jewelry industry and low labor costs outside
of the United States may increase the level of competition facing Tri-
Mark.
The diverse distribution channels in which we market our products
frequently involve different competitive factors. The ability to
provide specialized services is a particularly important competitive
factor in our sales to certain large retailers such as mass
merchandisers, discount stores, and warehouse clubs. As a result, we
offer the retailer the opportunity to give them a 3-D cad drawing of the
earrings with the retail price before the item is made. Therefore, if
the retailer wants to change the price because it is too high, we can
make the item smaller to adjust the retail price.
Product availability and the ability to offer consistent product quality
at competitive prices tend to be the key competitive factors to the
customer segments that we serve. Some of our competitors may specialize
in sales to particular distribution channels and may have relationships
with customers in those distribution channels that make competition by
us more difficult. We believe that the recent trend towards
consolidation at the retail level in the jewelry industry will increase
the level of competition in the markets in which we compete.
We believe that the principal competitive factors in our market include:
- service functionality, quality and performance;
- ease of use, reliability, scalability and security of services;
customer service and support;
- establishing a significant base of customers and distribution
partners;
- ability to introduce new services to the market in a timely manner;
- ability to integrate with third-party offerings and services; and
- pricing.
Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, and other
resources and greater name recognition than we have. Our current and
future competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements. Some of
these competitors have dominant positions in other markets and may seek
to leverage those positions to expand their presence, which may make it
more difficult for others to compete. In addition, current and
potential competitors have established, and may in the future establish,
cooperative relationships with third parties and with each other to
increase the availability of their products and services to the
marketplace. Competitors may introduce products or services that have
better capabilities or performance, lower prices, or broader
distribution or market acceptance, which could cause us to lose
customers, lose revenue and earnings, lose market share or require us to
increase expenses or reduce the price of our services, any of which
could harm our business and operating results.
9
Distribution
- ------------
We ship our products in bulk to our wholesale distributors. For certain
retail jewelry chains, we prepackage and price tag most items. We then
ship an order of many different items to distribution centers and stores
in the chain. We provide additional services to certain customers to
meet their specific marketing needs, such as tagging, boxing, and point-
of-sale displays.
We will also ship our jewelry to a limited number of customers on a
consignment basis. Through these arrangements, we deliver our products
on consignment, and when sold to consumers, the retailer pays Tri-Mark
for the consigned merchandise. Consigned merchandise is subject to our
own consignment arrangements with our gold lenders.
We reduce gross sales by the amount of returns and discounts to
determine net sales each month. Each month we establish a reserve for
returns based on our historical experience, the amount of gross sales
and the customer base.
We have no contracts with any of our customers other than the orders for
made-to-order products and our relationships with them may be terminated
by either party at any time.
Seasonal Nature of Business
- ---------------------------
Wholesale purchases of jewelry are generally weighted to the third
quarter. While our sales are subject to seasonal fluctuations, these
fluctuations should be mitigated to a degree by the early placement of
orders, particularly for the Christmas holiday season. For most
manufacturers, these sales patterns reflect a business that tends to
fall one-third in the first half of the year with the remaining two-
thirds in the second half of the year.
Going Concern
- -------------
Our financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. In the
near term, Tri-Mark expects operating costs to continue to exceed funds
generated from operations. As a result, we expect to continue to incur
operating losses and may have insufficient funds to grow its business in
the near future. We can give no assurance that it will achieve
profitability or be capable of sustaining profitable operations. As a
result, operations in the near future are expected to continue to use
working capital.
For the next six months, we shall only concentrate on the marketing of
our products at jewelry shows. The ability of Tri-Mark to continue as a
going concern is dependent on our ability to raise at least $125,000
through this offering and the success of our future operations.
10
Patents, Trademarks, Intellectual Property, and Proprietary Protection
- ----------------------------------------------------------------------
Tri-Mark does not own or license any patents, trademarks, or service
marks that are material to our business.
Tri-Mark is in the process of obtaining copyright protection for our new
product line.
Insurance
- ---------
We maintain primary all-risk insurance, with coverage in excess of our
current inventory levels (including consigned gold), to cover thefts and
damage to inventory located on our premises and insurance on Tri-Mark
goods in transit. We also maintain insurance covering theft and damage
to inventory at our suppliers' locations. The amount of coverage
available under such policies is limited and may vary by location, but
generally is in excess of the value of the gold held by a particular
supplier. Additional insurance coverage is provided by some of Tri-
Mark's suppliers. We also maintain fidelity insurance, which is
insurance providing coverage against theft or embezzlement by our
employees.
Environmental Matters
- ---------------------
Tri-Mark believes it is in material compliance with all relevant
federal, state, and local environmental regulations, and does not expect
to incur any significant costs to maintain compliance with the
regulations in the foreseeable future.
Extensive environmental laws and regulations and various other federal,
state and local laws and regulations regarding health and safety matters
affect our operations. Since our manufacturing operations routinely use
materials regulated by the environmental laws we may incur material
liabilities if any claims are brought against us in connection with
these operations. We have an ongoing compliance program to ensure that
our manufacturing processes are in compliance with environmental rules
and regulations. We have taken steps to reduce the environmental risks
associated with our operations and believe that we are currently in
substantial compliance with all environmental laws.
Employees
- ---------
We presently have two full-time employees and no part-time employees.
Our jewelry designers are paid on a piecework basis and our sales
representatives are paid on a commission basis. There are no written
agreements.
ITEM 1A. RISK FACTORS
Not applicable
11
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 2. PROPERTIES
Our corporate and manufacturing offices are located at 643 S. Olive
Street, Suite 777, Los Angeles, CA 90014. Our telephone number is (213)
689-9300 and facsimile number is (213) 689-9304. These offices consist
of 800 square feet which are leased on a month to month basis for
$700.00 per month.
ITEM 3. LEGAL PROCEEDINGS.
The registrant is not involved in any legal proceedings at this date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 15, 2008, the Company held a special shareholder meeting and
approved to increase the number of authorized common shares from 1,000
to 25,000,000, and also approved a forward stock split of 8,000 to 1
common shares.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. The registrant intends to work with a market
maker to assist in the public listing of our common stock on the NASD
Over the Counter Bulletin Board.
b) Holders. At March 31, 2009, there were approximately
shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled to
receive such dividends as may be declared by its board of directors. No
dividends on the registrant's common stock have ever been paid, and the
registrant does not anticipate that dividends will be paid on its common
stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under equity
compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
13
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers.
None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
We exhibit our product line at major jewelry trade shows. We are
actively seeking to exhibit our product line at other major trade shows
to increase our exposure to vendors. There can be no certainty that we
will be able to exhibit our product line at any other trade shows or
that we will receive any orders from the two trade shows we will attend.
Two of our new items have been selected for distribution by Zale
Corporation, one of the largest jewelers in the United States. Our
products were being sold in 140 of their stores on a test basis. There
can be no certainty that the orders will result in a material impact on
our financial condition. At this point, because of a downturn in retail
sales, Zale has postponed the test market of our products. We currently
cannot predict when the test market will be resumed, if ever.
Our performance will be significantly affected by changes in general
economic conditions and, specifically, shifts in consumer confidence and
spending. Additionally, our performance will be affected by competition
from regional, national and international jewelry chains, independent
jewelry stores, general merchandisers, internet retailers and warehouse
clubs. Management believes that as the jewelry industry continues to
consolidate, competition with respect to price will intensify. Such a
heightened competitive pricing environment will make it increasingly
important for us to successfully distinguish us from competitors based
on unique products, quality and superior service and operating
efficiency.
The jewelry industry is seasonal in nature and we believe we will earn a
significant portion of earnings generated during the third fiscal
quarter holiday selling season.
We are currently not aware of any other known material trends, demands,
commitments, events or uncertainties that will have, or are reasonable
likely to have, a material impact on our financial condition, operating
performance, revenues and/or income, or results in our liquidity
decreasing or increasing in any material way.
Results of Operations
- ---------------------
For the years ended December 31, 2008 and 2007, we did not receive any
revenue and had selling, general and administrative expenses of $44,877
and $29,806, respectively. The net loss of $(45,677) for the year ended
14
December 31, 2008 increased compared to $(30,606) for the year ended
December 31, 2006 due to commencement of operations and the costs of the
recent public offering.
Selling, general and administrative expense
- -------------------------------------------
Selling, general and administrative expenses will continue to increase
as we implement sales and marketing initiatives.
Liquidity and Capital Resources
- -------------------------------
We have not received any significant revenues to date and our test
market with Zale has been postponed indefinitely. As a result of our
limited working capital, we have had to limit the marketing of our
products and attendance at shows. Until we are able to raise additional
funds to pursue our business plan and generate material revenues, our
activities will be restricted.
During the year ended December 31, 2008, net cash used by investing
activities of $111,000 compared to $0 for the year ended December 31,
2007. Cash used by investing activities resulted from our purchase of
property and equipment. We have no commitments for future purchases of
capital assets.
During the year ended December 31, 2008, net cash provided by financing
activities was $108,658 from proceeds of an officer loan compared to
$11,450 from proceeds from an officer loan of $1,450 and the issuance of
common stock of $10,000 for the year ended December 31, 2007.
Plan of Operations
- ------------------
We believe that we will need to
- increase net sales and expand gross margin by continuing to
design, develop, manufacture or source quality products;
- execute our marketing strategy to enhance customer awareness and
appreciation of our jewelry brand;
- provide a superior client experience through consistent
outstanding customer service that will ensure customer satisfaction and
promote the frequency and value of customer spending;
- expand distribution channels.
Our current cash balance is estimated to be sufficient to fund our
current operations for two months. We are attempting to increase the
sales to raise much needed cash for the remainder of the year, which
will be supplemented by our efforts to raise cash through the issuance
of equity securities. It is our intent to secure a market share in the
jewelry industry which we feel will require additional capital over the
long term to undertake sales and marketing initiatives, and to manage
timing differences in cash flows.
We will give priority to allocating capital to the purchase of equipment
and hardware and launching marketing and sales initiatives to develop
sales in the industries we are currently working in. Any remaining
capital would be used to fund our working capital needs.
15
Recent Pronouncements
In December 2007, the FASB issued SFAS No. 141 (R) "Business
Combinations". SFAS 141R establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and
any noncontrolling interest in the acquiree. SFAS 141R also provides
guidance for recognizing and measuring the goodwill acquired in the
business combination and determines what information to disclose to
enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the registrant's fiscal year beginning
after December 15, 2008. Management believes the adoption of this
pronouncement will not have a material impact on the registrant's
financial statements.
In December 2007, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 160,
"Non-Controlling Interests in Consolidated Financial Statements-an
Amendment of Accounting Research Bulletin ("ARB") No. 51". SFAS No. 160
requires companies with non-controlling interests to disclose such
interests clearly as a portion of equity but separate from the parent's
equity. The non-controlling interest's portion of net income must also
be clearly presented on the income Statement. SFAS No. 160 is effective
for financial statements issued for fiscal years beginning after December
15, 2008 and will be adopted by the Company in the first quarter of 2009.
We do not expect that the adoption of SFAS 160 will have a material
impact on our financial condition or results of operation.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities-an Amendment of FASB
Statement No. 133", which became effective on November 15, 2008. This
standard changed the disclosure requirements for derivative instruments
the useful life of a recognized intangible asset under Statement 142 and
the period of expected cash flows to measure the fair value of the asset
under FASB Statement No. 141 (Revised 2007), "Business Combinations," and
other U.S. generally accepted accounting principles (GAAP). This FSP is
effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years.
Early adoption is prohibited. The registrant does not expect the
adoption of FAS 142-3 to have a material effect on its results of
operations and financial condition.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," which becomes effective upon approval by
the SEC. The standard sets forth the sources of accounting principles and
provides entities with a framework for selecting the principles used in
the preparation of financial statements that are presented in conformity
with GAAP. It is not expected to change any of our current accounting
principles or practices and therefore, is not expected to have a material
impact on our financial statements.
16
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No.
60." SFAS No. 163 requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there
is evidence that credit deterioration has occurred in an insured
financial obligation. This Statement also clarifies how SFAS No. 60
applies to financial guarantee insurance contracts by insurance
enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information
provided to users of financial statements. SFAS No. 163 will be
effective for financial statements issued for fiscal years beginning
after December 15, 2008. The Company does not expect the adoption of
SFAS No. l 163 will have a material impact on its financial condition or
results of operation.
In June 2008, the FASB SP EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities." SP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to
vesting, and therefore need to be included in the computation of earnings
per share under the two-class method as described in SFAS No. 128,
"Earnings per Share." SP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15,
2008 and earlier adoption is prohibited. The Company is required to
adopt SP EITF 03-6-1 in the first quarter of 2009 and is currently
evaluating the impact that SP EITF 03-6-1 will have on its financial
statements.nj
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TRI-MARK MFG, INC.
Index to the Financial Statements
Report of Independent Registered Public Accounting Firm 17
Financial Statements of Tri-Mark MFG, Inc.:
Balance Sheets as of December 31, 2008 and 2007 18
Statements of Operations For the Years
Ended December 31, 2008 and 2007 19
Statements of Stockholders' Equity (Deficit) For
the Years Ended December 31, 2008 and 2007 20
Statements of Cash Flows For the Years Ended
December 31, 2008 and 2007 22
Notes to Financial Statements 24
17
[Letterhead of SPECTOR, WONG & DAVIDIAN, LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Tri-Mark MFG, Inc.:
We have audited the accompanying balance sheets of Tri-Mark MFG, Inc. (a
development stage company) as of December 31, 2008, and 2007, and the
related statements of operations, stockholders' deficit, and cash flows
for each of the years ended December 31, 2008 and 2007 and for the
period from December 15, 2006 (Inception) to December 31, 2008. These
financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial positions of Tri-Mark
MFG, Inc. as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for each of the years ended December 31,
2008 and 2007 and for the period from December 15, 2006 (Inception) to
December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company's operating losses and working
capital deficiency raise substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters are also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Spector, Wong & Davidian, LLP
Spector, Wong & Davidian, LLP
Pasadena, California
March 28, 2009
18
TRI-MARK MFG, INC.
(A Development State Company)
BALANCE SHEETS
- -----------------------------------------------------------------------
As of
-------------------------
December 31, December 31
2008 2007
------------ -----------
(Restated)
ASSETS
CURRENT ASSETS:
Cash $ 106 $ 52
Inventory 8,023 -
---------- ----------
Total current assets 8,129 52
---------- ----------
Property and equipment, net of accumulated
depreciation of $44,400 and $22,200 for
2008 and 2007, respectively 66,600 88,800
---------- ----------
TOTAL ASSETS $ 74,729 $ 88,852
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable - related parties $ 137,412 $ 110,108
Other accrued expenses 5,050 800
---------- ----------
Total current liabilities 142,462 110,908
---------- ----------
TOTAL LIABILITIES 142,462 110,908
---------- ----------
Stockholders' Deficit:
Common stock, no par value; 25,000,000 shares
authorized; 8,000,000 shares issued and
outstanding for both years 10,000 10,000
Accumulated deficit during development
stage (77,733) (32,056)
---------- ----------
Total Stockholders' (Deficit) (67,733) (22,056)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 74,729 $ 88,852
========== ==========
See notes to audited financial statements.
19
TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For years ended Inception
December 31, December 15, 2006
--------------- through
2008 2007 December 31, 2008
---- ---- -----------------
<s> <c> <c> <c>
(Restated) (Restated)
Revenues $ - $ - $ -
Cost and Expenses
Selling, general and administrative
expenses 44,877 29,806 76,133
--------- --------- --------
44,877 29,806 76,133
Operating loss (44,877) (29,806) (76,133)
Net loss before Income Taxes (44,877) (29,806) (76,133)
Provision for Taxes 800 800 1,600
--------- --------- ---------
Net Loss $ (45,677) $ (30,606) $ (77,733)
========= ======== =========
Net loss per share, Basic and Diluted NIL NIL
Weighted Average Number of Shares 8,000,000 8,000,000
See notes to audited financial statements.
20
TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
Accumulated
Deficit during
Common Stock development
Shares Amounts stage Total
---------------- ----------- -------
<s> <c> <c> <c> <c>
BALANCE, December 15, 2006
(Inception) - $ - $ - $ -
Issuance of Common Stock for cash 1,000 10,000 - 10,000
Net Loss for the year ended
December 31, 2006 - - (1,450) (1,450)
--------------------------------------------
Stock split 1 for 8,000
On February 15, 2008 7,999,000 - - -
--------------------------------------------
Balance at December 31, 2006
Retroactively restated 8,000,000 10,000 (1,450) 8,550
Net Loss for the year ended
December 31, 2007-Restated - - (30,606) (30,606)
--------------------------------------------
Balance at December 31, 2007
-Restated 8,000,000 $ 10,000 $(32,056) $(22,056)
Net Loss for the year ended
December 31, 2008 - - (45,677) (45,677)
--------------------------------------------
Balance at December 31, 2008 8,000,000 $ 10,000 $(77,733) $(67,733)
============================================
See notes to audited financial statements
21
TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the year ended Inception
December 31, December 15, 2006
--------------- through
2008 2007 December 31, 2008
---- ---- -----------------
<s> <c> <c> <c>
(Restated) (Restated)
Cash Flow from Operating Activities:
Net loss $ (45,677) $ (30,606) $ (77,733)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation 22,200 22,200 22,200
(Increase) Decrease in:
Inventory (8,023) - (8,023)
Increase (Decrease) in
accrued expenses 4,250 800 800
--------- --------- ---------
Net Cash used by Operating Activities (27,250) (7,606) (36,306)
Cash Flow from Investing Activities:
Purchase of property and equipment - (111,000) (111,000)
--------- --------- ---------
Net Cash used by Investing Activities - (111,000) (111,000)
Cash Flow from Financing Activities:
Proceeds from Officer Loan 27,304 108,658 137,412
Proceeds from issuance of stock - - 10,000
---------- -------- ---------
Net Cash provided by Financing Activities 27,304 108,658 147,412
---------- -------- ---------
Net Increase (Decrease) in Cash 54 (9,948) 106
Cash Balance, beginning of period 52 10,000 -
---------- -------- ---------
Cash Balance at end of period $ 106 $ 52 $ 106
========== ======== =========
Supplemental Disclosures:
Taxes Paid $ 800 $ -
See notes to audited financial statements
22
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Nature of Business: Tri-Mark MFG, Inc. ("Tri-Mark") was incorporated in
the state of California on December 15, 2006. Tri-Mark designs and
manufactures low end jewelry which are marketed, wholesale and retail,
domestically.
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP).
The Company's activities to date have been limited to organization and
capital formation. The Company's planned principal operations have
commenced, but there has been no significant revenue since its
inception. The Company is considered a development stage company as
defined under Financial Accounting Standards Board ("FASB") Statement
No. 7.
Reclassification and Restatement: The December 31, 2007 financial
statements have been restated to correct the accounting for the revenue
and to eliminate the related cost. The result is to decrease the
accounts receivable, the revenue, the cost of revenue and notes payable
to related parties on the restated financial statements presentation.
The impact on the financial statements at December 31, 2007 is
summarized as follows:
As reported Restated
Accounts Receivable $ 25,000 $ -
Total Assets $ 113,852 $ 88,852
Notes Payable to related parties $ 130,971 $ 110,108
Total liabilities $ 130,971 $ 110,908
Accumulated deficit $ (27,119) $ (32,056)
Total Stockholders' Deficit $ (17,119) $ (22,056)
Revenue $ 25,100 $ -
Cost of revenue $ 20,063 $ -
Selling, general and administrative
Expenses $ 29,906 $ 29,806
Net loss $ (25,669) $ (30,606)
Net loss per share $ (25.67) $ (0.00)
On February 15, 2008, the Company held a special shareholder meeting and
approved to increase the number of authorized common shares from 1,000
to 25,000,000, and also approved a forward stock split of 8,000 to 1
common shares. The accompanying financial statements have been
retroactively adjusted to reflect the forward stock split.
23
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Use of estimates: The preparation of the accompanying financial
statements in conformity with accounting principles generally accepted
in the United States requires management to make certain estimates and
assumptions that directly affect the results of reported assets,
liabilities, revenue, and expenses. Actual results may differ from
these estimates.
Revenue recognition: The Company generally recognizes product revenue
when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and collectibility is
probable. In instances where the final acceptance of the product is
specified by the customer, revenue is deferred until all acceptance
criteria has been met. Customers' prepayments are deferred until
products are shipped and accepted by the customers.
Cash Equivalents: For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments: The carrying amounts of the
financial instruments have been estimated by management to approximate
fair value.
Property and Equipment: Property and Equipment are valued at cost.
Maintenance and repair costs are charged to expenses as incurred.
Depreciation is computed on the straight-.line method based on the
following estimated useful lives of the assets: 3 to 5 years for
computer, software and office equipment, and 5 to 7 years for furniture
and fixtures.
Income Taxes: The Company elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under those provisions, the
Company has no federal income tax liability. Instead, the stockholder
is liable for individual income taxes on the respective share of the
Company's taxable income.
Net Loss Per Share: Basic net loss per share includes no dilution and
is computed by dividing net loss available to common stockholders by the
weighted average number of common stock outstanding for the period.
Diluted net loss per share does not differ from basic net loss per share
since potential shares of common stock are anti-dilutive for all periods
presented.
New Accounting Standards: In December 2007, the FASB issued SFAS No. 141
(R) "Business Combinations". SFAS 141R establishes principles and
requirements for how the acquirer of a business recognizes and measures
in its financial statements the identifiable assets acquired, the
24
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R also provides guidance for recognizing and measuring the
goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
The guidance will become effective as of the beginning of the
registrant's fiscal year beginning after December 15, 2008. Management
believes the adoption of this pronouncement will not have a material
impact on the registrant's financial statements.
In December 2007, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 160,
"Non-Controlling Interests in Consolidated Financial Statements-an
Amendment of Accounting Research Bulletin ("ARB") No. 51". SFAS No. 160
requires companies with non-controlling interests to disclose such
interests clearly as a portion of equity but separate from the parent's
equity. The non-controlling interest's portion of net income must also
be clearly presented on the income Statement. SFAS No. 160 is effective
for financial statements issued for fiscal years beginning after December
15, 2008 and will be adopted by the Company in the first quarter of 2009.
We do not expect that the adoption of SFAS 160 will have a material
impact on our financial condition or results of operation.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities-an Amendment of FASB
Statement No. 133", which became effective on November 15, 2008. This
standard changed the disclosure requirements for derivative instruments
the useful life of a recognized intangible asset under Statement 142 and
the period of expected cash flows to measure the fair value of the asset
under FASB Statement No. 141 (Revised 2007), "Business Combinations," and
other U.S. generally accepted accounting principles (GAAP). This FSP is
effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years.
Early adoption is prohibited. The registrant does not expect the
adoption of FAS 142-3 to have a material effect on its results of
operations and financial condition.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," which becomes effective upon approval by
the SEC. The standard sets forth the sources of accounting principles and
provides entities with a framework for selecting the principles used in
the preparation of financial statements that are presented in conformity
with GAAP. It is not expected to change any of our current accounting
principles or practices and therefore, is not expected to have a material
impact on our financial statements.
25
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No.
60." SFAS No. 163 requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there
is evidence that credit deterioration has occurred in an insured
financial obligation. This Statement also clarifies how SFAS No. 60
applies to financial guarantee insurance contracts by insurance
enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information
provided to users of financial statements. SFAS No. 163 will be
effective for financial statements issued for fiscal years beginning
after December 15, 2008. The Company does not expect the adoption of
SFAS No. l 163 will have a material impact on its financial condition or
results of operation.
In June 2008, the FASB SP EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities." SP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to
vesting, and therefore need to be included in the computation of earnings
per share under the two-class method as described in SFAS No. 128,
"Earnings per Share." SP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning on or after December 15,
2008 and earlier adoption is prohibited. The Company is required to
adopt SP EITF 03-6-1 in the first quarter of 2009 and is currently
evaluating the impact that SP EITF 03-6-1 will have on its financial
statements.
NOTE 2 - GOING CONCERN
The Company has incurred substantial losses and has no revenue. Those
matters raise substantial doubt about the Company's ability to continue
as a going concern. Management of the Company is developing a plan to
commence its operations by obtaining an infusion of capital through
either public or private investment. The ability of the Company to
continue as a going concern is dependent on its managements successful
planning for its operations and successful capital infusion.
The ability of the Company to continue as a going concern is dependent
on its ability to meet its financial arrangement and the success of its
future operations. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue
as a going concern.
26
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 3-PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
As of December 31,
2008 2007
---- ----
Molds $111,000 $111,000
-------- --------
111,000 111,000
Less accumulated depreciation (44,400) (22,200)
-------- --------
Molds, net $ 66,800 $ 88,800
======== ========
NOTE 4 - NOTE PAYABLE TO RELATED PARTIES
Note Payable to related parties at December 31, 2008 and 2007 consists
of loans from the CEO of the Company in the amounts of $137,412 and
$110,108, respectively. The note is due on demand and has no interest
provisions.
NOTE 5 - NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net
loss per share:
For years ended December 31,
2008 2007
----------------------------
Numerator:
Net Loss $ (45,677) $ (30,606)
Denominator:
Weighted Average Number of Shares 8,000,000 8,000,000
---------- ----------
Net loss per share - Basic and Diluted NIL NIL
========== ==========
NOTE 6 - STOCKHOLDERS' DEFICIT
On February 15, 2008, the Company held a special shareholder meeting and
approved to increase the number of authorized common shares from 1,000
to 25,000,000, and also approved a forward stock split of 8,000 to 1
common shares.
NOTE 7 - PROVISION FOR INCOME TAXES
Provision for income taxes consists of a minimum State Franchise tax of
$800 for each of the years ended December 31, 2008 and 2007. Due to net
operating losses and the uncertainty of realization, no tax benefit has
been recognized for operating losses.
27
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 7 - PROVISION FOR INCOME TAXES (continued)
The deferred tax asset as of December 31, 2008 and 2007 consisted of the
followings:
2008 2007
---- ----
Net Operating Loss Carryforward $ 45,677 $ 30,606
Less: Valuation Allowance (45,677) (30,606)
-------- --------
Net Deferred Tax Asset $ - $ -
======== ========
At December 31, 2008 and 2007, net federal operating losses of
approximately $45,677 and $30,606 are available, respectively, for
carryforward against future years' taxable income and expire through
2028. The Company's ability to utilize its federal net operating loss
carryforwards is uncertain and thus a valuation reserve has been
provided against the Company's net deferred tax assets.
NOTE 8 - SEGMENT INFORMATION
SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose
information about its operating segments when it presents a complete set
of financial statements. Since the Company has only one segment;
accordingly, detailed information of the reportable segment is not
presented.
28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules 13a-
15(e) and 15d-15(e) under the Exchange Act that are designed to insure
that information required to be disclosed in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), or the persons
performing similar functions, to allow timely decisions regarding
required disclosure.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this annual report. Based on that
evaluation, our CEO and CFO, or the persons performing similar
functions, concluded that our disclosure controls and procedures were
effective as of December 31, 2008.
Management's Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed by and under the supervision
of our CEO and CFO, or the persons performing similar functions, to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external
reporting in accordance with accounting principles generally accepted in
the United States of America. Management has evaluated the
effectiveness of our internal control over financial reporting using the
criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control over Financial Reporting
- - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as of
December 31, 2008, and concluded that it is effective.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
29
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has evaluated
changes in our internal controls over financial reporting that occurred
during the fourth quarter of 2008. Based on that evaluation, our CEO
and CFO, or those persons performing similar functions, did not identify
any change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various inherent
limitations, including cost limitations, judgments used in decision
making, assumptions about the likelihood of future events, the soundness
of our systems, the possibility of human error, and the risk of fraud.
Moreover, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate
because of changes in conditions and the risk that the degree of
compliance with policies or procedures may deteriorate over time.
Because of these limitations, there can be no assurance that any system
of disclosure controls and procedures or internal control over financial
reporting will be successful in preventing all errors or fraud or in
making all material information known in a timely manner to the
appropriate levels of management.
ITEM 9B. OTHER INFORMATION
None
30
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our bylaws provide that the number of directors who shall constitute the
whole board shall be such number as the board of directors shall at the
time have designated. We confirm that the number of authorized
directors has been set at five pursuant to our bylaws. Each director
shall be selected for a term of one year and until his successor is
elected and qualified. Vacancies are filled by a majority vote of the
remaining directors then in office with the successor elected for the
unexpired term and until the successor is elected and qualified. The
directors, officers and significant employees are as follows:
NAME AND ADDRESS AGE POSITIONS HELD SINCE
<s> <c> <c> <c>
Barry Sytner 54 CEO, Director Inception
470 S. Bedford Drive to present
Beverly Hills, CA 90212
Eugene V. Brennan 66 VP of Sales Inception
1 Scenic Drive to present
Unit 609
Highlands, NJ 07732
Betty Soumekh 53 CFO, Secretary Inception
470 S. Bedford Drive Director to present
Beverly Hills, CA 90212
Business Experience
- -------------------
Barry Sytner, CEO and Director, has been in the jewelry industry since
1972. He founded Tri-Mark in 2006. Prior to Tri-Mark, Mr. Sytner was
C.E.O. of Trimline creations for 10 years, distributing promotional
diamond jewelry. From 1985 to 1995, Mr. Sytner was CEO of Flash
Designs, manufacturing and selling diamond accent jewelry. In 1972 -
1987, Mr. Sytner owned Stuart Findings, a jewelry manufacturer. Mr.
Sytner has served on committees for the Manufacturing Jewelers and
Silversmiths of America.
Eugene V. Brennan, V.P. of Sales, has held executive positions with
major corporations for the past 30 years. From 1982 to 2005, Mr.
Brennan was principal of E.V. Brennan & Associates, an entity that
sells various products to wholesalers and department stores. From 1977
to 1982, Mr. Brennan was executive vice president and director at F.W.
Woolworth. Mr. Brennan has been on the Board of Directors of two
Chambers of Commerce, as well as a board member of Shopping Center
Associations and Merchants Associations in four cities.
Betty Soumekh, CFO, Secretary and Director of Tri-Mark Inc since its
inception and has brought a wealth of experience to Tri-Mark. She
consulted with Edison International for two years. From 1994 to 2004,
Ms Soumekh, as president of B.Nissan Consulting, she developed and
implemented organizational effectiveness strategies for AT&T, Blue
31
Cross, British Telecom, the Canadian Imperial Bank of Commerce,
Kimberly Clark, Vanguard Financial group. From 1991 to 1994, she was
Director of Organizational Development with Dylex, a retail chain
headquartered in Toronto. Ms Soumekh worked with the French Ministry
of Finance and Trade from 1982 to 1986 to promote Export Credit
programs for corporations with international operations. Ms Soumekh
holds an international MBA from the C.E.C.E, France
The above named directors will serve in their capacity as director until
our next annual shareholder meeting to be held within six months of our
fiscal year's close. Directors are elected for one-year terms.
Code of Ethics Policy
- ---------------------
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
Corporate Governance
- --------------------
There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs
are simple, any such committees are excessive and beyond the scope of
our business and needs.
Family Relationships
- --------------------
Barry Sytner, an officer and director is married to Betty Soumekh, an
officer and director.
ITEM 11. EXECUTIVE COMPENSATION
We may elect to award a cash bonus to key employees, directors, officers
and consultants based on meeting individual and corporate planned
objectives.
Summary Compensation Table
Non-Equity Nonqualified
Name Incentive Plan Deferred All Other
and Stock Options Plan Compen- Compensation Compen-
Principal Salary Bonus Awards Awards sation Earnings sation Total
Position Year ($) ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Barry Sytner
Chief Executive
Officer 2008 - - - - - - - -
2007 - - - - - - - -
2006 - - - - - - - -
32
Betty Soumekh
Chief Financial
Officer 2008 - - - - - - - -
2007 - - - - - - - -
2006 - - - - - - - -
We do not have any standard arrangements by which directors are
compensated for any services provided as a director. No cash has been
paid to the directors in their capacity as such.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following table sets forth, as of March 31, 2009, the number and
percentage of outstanding shares of Tri-Mark common stock owned by (i)
each person known to us to beneficially own more than 5% of its
outstanding common stock, (ii) each director, (iii) each named executive
officer and significant employee, and (iv) all officers and directors as
a group.
Name Amount Percentage
- ---- ------ ----------
Barry Sytner 8,000,000 100%
Eugene V. Brennan 0 0%
Betty Soumekh 0 0%
Officers and Directors
As a group (3 persons) 8,000,000 100%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Director Independence
- ---------------------
Tri-Mark's board of directors consists of Barry Sytner and Betty
Soumekh. They are not independent as such term is defined by a national
securities exchange or an inter-dealer quotation system.
During the year ended December 31, 2008 and 2007, there were no
transactions with related persons other than as described below.
Related Party Loan
- ------------------
At December 31, 2008 and 2007, Barry Sytner, an officer and director
made loans to Tri-mark in the amounts of $125,191 and $110,108,
respectively. No interest is being accrued and there is no formal
repayment plan. Mr. Sytner is our chief executive officer and majority
shareholder. Management is of the opinion that the advances were
comparable to terms we could have obtained from unaffiliated third
persons. Mr. Sytner did not provide any non-cash contributions. There
is no written agreement(s) evidencing the loans.
33
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of approximately
$10,250 and $10,250 respectively, from Spector, Wong & Davidian, LLP for
the 2008 and 2007 fiscal years. Such fees included work completed for
our annual audits and for the review of our financial statements
included in our Form 10-Q.
Tax Fees. We did not incur any aggregate tax fees and expenses from
Spector, Wong & Davidian, LLP for the 2008 and 2007 fiscal years for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other Fees. We did not incur any other fees from Spector, Wong &
Davidian, LLP during fiscal 2008 and 2007.
The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal years 2008 and 2007 were
approved by the board of directors pursuant to its policies and
procedures. We intend to continue using Spector, Wong & Davidian, LLP
solely for audit and audit-related services, tax consultation and tax
compliance services, and, as needed, for due diligence in acquisitions.
34
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2008 and 2007
Statements of Operations for the years ended December 31, 2008 and 2007
Statements of Stockholders' Equity for the years ended December 31, 2008
and 2007
Statements of Cash Flows for the years ended December 31, 2008 and 2007
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof:
None
(a)(3) Exhibits
The following of exhibits are filed with this report:
(31) 302 certification
(32) 906 certification
35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Date: April 15, 2009
Tri-Mark MFG, Inc.
/s/ Barry Sytner
- ------------------------------
By: Barry Sytner, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Corporation and in the capacities and on the dates
indicated.
By: /s/ Barry Sytner By: /s/Betty Soumekh
Barry Sytner, CEO Betty Soumekh,
Director Principal Financial Officer,
Controller and Director
April 15, 2009 April 15, 2009