SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2009
- -OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________
Commission File Number 333-150462
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
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
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]
The number of outstanding shares of the registrant's common stock,
May 15, 2009:
Common Stock - 8,000,000
2
TRI-MARK MFG, INC.
FORM 10-Q
For the quarterly period ended March 31, 2009
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 11
Item 4T. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
SIGNATURES
3
PART I
Item I - FINANCIAL STATEMENTS
TRI-MARK MFG, INC.
(A Development State Company)
BALANCE SHEETS
- -----------------------------------------------------------------------
As of
-------------------------
March 31, December 31
2009 2008
------------ -----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $ 106 $ 106
Inventory 8,023 8,023
---------- ----------
Total current assets 8,129 8,129
---------- ----------
Property and equipment, net of accumulated
depreciation of $49,950 and $44,400 for
2008 and 2007, respectively 61,050 66,600
---------- ----------
TOTAL ASSETS $ 69,179 $ 74,729
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable to related parties $ 138,912 $ 137,412
Other accrued expenses 6,300 5,050
---------- ----------
Total current liabilities 145,212 142,462
---------- ----------
TOTAL LIABILITIES 145,212 142,462
---------- ----------
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 (86,033) (77,733)
---------- ----------
Total Stockholders' Deficit (76,033) (67,733)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 69,179 $ 74,729
========== ==========
See notes to interim unaudited financial statements.
4
TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS (Unaudited)
For three months ended Inception
March 31, December 15, 2009
--------------- through
2009 2008 March 31, 2009
---- ---- -----------------
<s> <c> <c> <c>
Revenues $ - $ - $ -
Cost and Expenses
Selling, general and administrative
expenses 7,500 13,756 83,633
-------- -------- --------
7,500 13,756 83,633
Operating loss (7,500) (13,756) (83,633)
Net loss before Income Taxes (7,500) (13,756) (83,633)
Provision for Taxes 800 800 2,400
-------- -------- --------
Net Loss $ (8,300) $ (14,556) $(86,033)
========= ======== ========
Net loss per share, Basic and Diluted NIL NIL
Weighted Average Number of Shares 8,000,000 8,000,000
See notes to interim unaudited financial statements.
5
TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended Inception
March 31, December 15, 2006
--------------- through
2009 2008 March 31, 2009
---- ---- -----------------
<s> <c> <c> <c>
Cash Flow from Operating Activities:
Net loss $ (8,300) $ (14,556) $ (86,033)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation 5,500 5,500 49,950
(Increase) Decrease in:
Inventory - - (8,023)
Increase (Decrease) in
accrued expenses 1,250 8,954 6,300
--------- --------- ---------
Net Cash used by Operating Activities (1,500) (52) (37,806)
Cash Flow from Investing Activities:
Purchase of property and equipment - - (111,000)
--------- --------- ---------
Net Cash used by Investing Activities - - (111,000)
Cash Flow from Financing Activities:
Proceeds from Officer Loan 1,500 - 138,912
Proceeds from issuance of stock - - 10,000
---------- -------- ---------
Net Cash provided by Financing Activities 1,500 - 148,912
---------- -------- ---------
Net Increase (Decrease) in Cash - (52) 106
Cash Balance, beginning of period 106 52 -
---------- -------- ---------
Cash Balance at end of period $ 106 $ - -
========== ======== =========
Supplemental Disclosures:
Taxes Paid $ - $ -
========== ========
See notes to interim unaudited financial statements
6
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.
Presentation of Interim Information. The financial information at
March 31, 2009 and for the three months ended March 31, 2009 and 2008
are unaudited, but includes all adjustments (consisting only of normal
recurring adjustments) that the Company considers necessary for a fair
presentation of the financial information set forth herein in
accordance with accounting principles generally accepted in the United
States of America ("U.S. GAAP") for interim financial information, and
with the instructions to Form 10-Q. Accordingly, such information does
not include all of the information and footnotes required by U.S. GAAP
for annual financial statements. For further information refer to the
financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2008.
The balance sheet as of December 31, 2008 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by U.S. GAAP for complete
financial statements.
The results for the three months ended March 31, 2009 may not be
indicative of results for the year ending December 31, 2009 or any
future periods.
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.
6
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES - continued
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.
Inventories: Inventories are valued at the lower of cost or market
(first-in, first-out) or net realizable value. The inventory as of
March 31, 2009 is consisted of gold.
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. Depreciation expense for the three months ended March
31, 2009 and 2008 was $5,550.
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 Pronouncement: Tri-Mark MFG, Inc. does note believe
newly issued accounting pronouncements will have any material impact 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
8
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 2 - GOING CONCERN - continued
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.
NOTE 3-PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
As of
March 31, December 31,
2008 2008
---- ----
Molds $111,000 $111,000
-------- --------
111,000 111,000
Less accumulated depreciation (49,950) (44,400)
-------- --------
Molds, net $ 61,050 $ 66,600
======== ========
NOTE 4 - NOTE PAYABLE TO RELATED PARTIES
Note Payable to related parties at March 31, 2009 and December 31, 2008
consists of loans from the CEO of the Company in the amounts of
$138,912 and $137,412, respectively. The note is due on demand and has
no interest provisions.
NOTE 5 - OTHER ACCRUED EXPENSES
Other accrued expenses consist of :
March 31, 2009 December 31, 2008
-------------- -----------------
Accrued Professional Fees $ 4,700 $ 4,250
Accrued State Minimum Tax 1,600 800
--------- ---------
Total $ 6,300 $ 5,050
========= =========
9
TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------
NOTE 6 - NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net
loss per share:
As of
March 31, December 31,
2008 2008
---- ----
Numerator:
Net Loss $ (8,300) $ (14,556)
Denominator:
Weighted Average Number of Shares 8,000,000 8,000,000
---------- ----------
Net loss per share - Basic and Diluted NIL NIL
========== ==========
NOTE 7 - 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 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.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Results of Operations for the three months ended March 31, 2009 and
2008
We did not earn any revenue for the three months ended March 31, 2009.
The net loss of $(8,300) for the three months ended March 31, 2009.
This loss was due to costs of being a reporting company and selling,
general and administrative expenses of $7,500 which include costs of
being a reporting company. Selling, general and administrative
expenses will continue to increase as we implement sales and marketing
initiatives.
We did not earn any revenue for the three months ended March 31, 2008.
For the three months ended March 31, 2008, we had a net loss of
$14,556. This loss was due to costs of being a reporting company and
selling, general and administrative expenses of $13,756 which include
costs of being a reporting company. Selling, general and
administrative expenses will continue to increase as we implement sales
and marketing initiatives.
Liquidity and Capital Resources
- -------------------------------
During the three months ended March 31, 2009 and 2008, we did not
pursue any investing activities.
During the three months ended March 31, 2009, we proceeds from an
officer loan of $1,500 resulting in net cash used in financing
activities of $1,500.
For the three months ended March 31, 2008, we did not pursue any
financing activities.
We are currently not aware of any trends that are reasonably likely to
have a material impact on our liquidity. 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 software application and
service 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.
Plan of Operations
- ------------------
Our main focus in the next twelve months is to complete our public
offering and utilize a portion of the funds raised to increase our
marketing efforts to increase sales of the Edge and our services.
11
Our long term capital strategy is to increase our cash balance through
the receipt of revenues and financing transactions, including the
issuance of debt and/or equity securities. We have not yet determined
any specific offering terms, if any.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We do not consider the effects of interest rate movements to be a
material risk to our financial condition. We do not hold any
derivative instruments and do not engage in any hedging activities.
Item 4T. Controls and Procedures.
During the three months ended March 31, 2009, there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of March 31, 2009. Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of March 31, 2009 to ensure
that information required to be disclosed by the issuer in the reports
that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 1A. Risk Factors. None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits
Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: May 20, 2009
TRI-MARK MFG, INC.
By: /s/Barry Sytner
- ---------------------------
Barry Sytner, Chief Executive Officer