U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2003
[_] TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-28514
TREASURY INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 98-0160284
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
422 MONTANA AVENUE, LIBBY, MONTANA 59923
(Address of Principal Executive Office)
(406) 373-9850
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required by Section 13 or 15(d)
of the Exchange Act during the past 12 months, and (2) has been subject to such
filing requirements for the past ninety (90) days. Yes (X) No (__)
As of July 31, 2003, 6,154,491 shares of Registrants' Common Stock were
outstanding.
1
Bromberg & Associate 1183 Finch Ave. West, Suite 305
Toronto, Ontario M3J 2G2
Phone: (416) 663-7521
Chartered Accountants Fax: (416) 663-1546
Board of Directors and Shareholders
Treasury International, Inc.
We have reviewed the accompanying interim consolidated balance sheets
of Treasury International, Inc. as at July 31, 2003, and the interim
consolidated statements of operations, and cash flows for the period then
ended in accordance with the statements on standards for accounting and
review services issued by the American Institute of Certified Public
Accountants. All information included in these interim consolidated
financial statements is the representation of management of Treasury
International, Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is substantially
less in scope than an audit in accordance with generally accepted audited
standards, the objective of which is the expression of an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying interim consolidated
financial statements in order for them to be in conformity with generally
accepted accounting principles.
BROMBERG & ASSOCIATE
CHARTERED ACCOUNTANTS
September 9, 2003
TORONTO, CANADA
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TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED BALANCE SHEET
AS AT July 31, 2003
(UNAUDITED)
ASSETS
July 31, 2003 January 31, 2003
CURRENT ASSETS
Bank $133,173 $56,080
Accounts Receivable $66,590 $26,231
Securities Available for Sale (Note 3) $60,460 $60,460
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TOTAL CURRENT ASSETS $260,223 $142,771
Goodwill $292,239 $292,239
Loan Receivable $32,217 $37,217
Long Term Investments (Note 4) $260,827 $260,827
Capital Assets (Notes 2c & 5) $13,543 $15,662
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TOTAL ASSETS $859,049 $748,716
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LIABILITIES
CURRENT LIABILITIES
Account Payable and
Accrued Liabilities $151,020 $67,210
Current portion of long-term
debt (Note 6) $150,000 $217,605
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TOTAL CURRENT LIABILITIES $301,020 $284,815
Long Term Debt (Note 6) $208,361 $233,361
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TOTAL LIABILITIES $509,381 $518,176
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TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED BALANCE SHEET
AS AT July 31, 2003
SHAREHOLDER'S EQUITY
(UNAUDITED)
July 31, 2003 January 31, 2003
SHARE CAPITAL
Authorized - 100,000,000 common shares
Par value .001
Issued - 6,154,491 common shares $61,646 $52,845
Additional paid-in capital $7,670,031 $ 7,145,590
Accumulated Deficit ($7,427,469) ($6,988,355)
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TOTAL SHAREHOLDERS EQUITY $ 304,208 $210,080
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Accumulated Other Deficit $45,460 $20,460
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TOTAL LIABILITIES &
SHAREHOLDER'S EQUITY $859,049 $748,716
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TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED STATEMENT OF DEFICIT
FOR THE SIX MONTH PERIOD ENDED July 31, 2003
(UNAUDITED)
July 31, 2003 July 31, 2002
Balance, beginning of period $6,988,355 $6,169,419
Net Loss for the period $439,114 $388,893
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Balance, end of period $7,427,469 $6,558,312
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TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTH PERIOD ENDED July 31, 2003
(UNAUDITED)
July 31, 2003 July 31, 2002
REVENUE $261,010 $206,048
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COST AND EXPENSES
Cost of Services $157,504 $ ---
Selling Expenses $28,217 $ ---
General and administrative $449,724 $ ---
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Total costs of Revenue $635,445 $491,986
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LOSS from operations before under noted items $375,435 $285,938
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Loss on Sale of Shares $ --- $66,076
Interest Expense $16,100 $32,185
Amortization $2,119 634
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LOSS from Operations $393,654 $ 384,833
Other loss principally unrealized losses on
securities available for sale $45,460 $4,060
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Net Loss $439,114 $388,893
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Income per share 0.00 0.00
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Weighted average number of Common Shares
Outstanding 5,588,346 5,332,639
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TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED STATEMENT OF
CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTH PERIOD ENDED July 31, 2003
(UNAUDITED)
COMMON ADDITIONAL
SHARES PAID-IN CAPITAL AMOUNT
--------- --------------- ---------
Balance - January 31, 2003 5,821,853 $7,140,216 $58,219
(Note 7)
Issued 115,167 shares of common 115,167 $243,248 $1,252
stock in consideration of $244,500
Issued 66,741 shares of common 66,471 $116,277 $665
Stock in consideration of $116,942
for payment on loan
Issued 26,000 shares of common 26,000 $46,540 $260
Stock in consideration for $46,800
for services rendered
Issued 125,000 shares of common 125,000 $123,750 $1,250
Stock in consideration for $125,000
for services rendered
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Balance-July 31, 2003 6,154,491 $7,670,031 $61,646
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TREASURY INTERNATIONAL, INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED July 31, 2003
(UNAUDITED)
July 31, 2003 July 31, 2002
Cash flows from operating activities
Net (loss) $(439,114) $(388,893)
Adjustment to reconcile net income to
net cash used in operating activities
Amortization 2,119 634
Decrease (Increase) in accounts receivable (40,359) 10,190
Decrease in Securities Available for Sale 25,000 102,071
Decrease in sundry assets --- (19,574)
Increase (Decrease) in accounts payable 83,810 (93,074)
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Net cash used for operating activities $(368,544) $(388,646)
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Cash flows from financing activities
Notes Payable $ (92,605) $ 99,640
Loan Receivable 5,000 (140,205)
Proceeds on issue of common shares 533,242 824,972
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Cash provided by financing activities $ 445,637 $ 784,407
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Cash flows from investing activities
Goodwill $ --- $(292,239)
Purchase of Capital Assets --- (9,034)
Long Term Investments --- (5,561)
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Cash used for investing activities $ --- $(306,834)
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Increase in bank $ 77,093 $ 88,927
Bank, beginning of period 56,080 2,165
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Bank, end of period $ 133,173 $ 91,092
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TREASURY INTERNATIONAL, INC
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT July 31, 2003
1. Nature of business
Treasury International, Inc., through its wholly owned subsidiaries,
Raceaway Hospitality Inc. provides travel packages and hospitality
services surrounding major sporting events throughout the United States.
Retailport.com, Inc., was developed to provide services of creative
designs, custom development, hosting for web-based applications, secure
payment processing gateway, set-up, training and support of client
technology solutions. American Sports Academy LLC is a service center
provider of sports education and instructions to multi sport camps and
clinics. T-Ball USA Academy Inc. develops markets and operates various
programs related to the sport of T-Ball. American Sports Academy Inc.
intends to provide to boys and girls between the ages of four and fifteen
years of age, multi-sport instructional programs throughout the central
and western United States.
2. Summary of Significant accounting policies
a) Basis of consolidation
These consolidated financial statements include the accounts of the
company and it subsidiaries and the revenues and expenses of its
subsidiaries since the date of purchase.
b) Capital assets
Capital assets are recorded at cost less accumulated amortization.
Amortization is provided as follows:
Office equipment -20% diminishing balance
Computer equipment -30% diminishing balance
c) Revenue Recognition
Revenue is recognized when customers pay for products shipped by the
Company.
d) Income per share
Income per share is calculated based on the weighed average number of
shares outstanding during the period.
e) General
These financial statements have been prepared in accordance with United
States generally accepted accounting principles (GAAP), as they relate to
these financial statements.
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TREASURY INTERNATIONAL, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT July 31, 2003
3. Securities Available for Sale
The Company owns equity securities in other Corporations that
management considers to be strategic or synergistic to the Company's growth. The
Securities Available for Sale is recorded at their fair market value for this
reporting period according to the requirements of SFAS 115.
Issuer Market Cost Unreported Gain, Fair Value
(Loss)
Wall Street Financial Corporation OTC BB $4,060 ($4,060) N/L
Modern Manufacturing Inc. OTC BB $56,400 ($41,400) $15,000
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$60,460 ($45,460) $15,000
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4. Long Term Investments
The Company has made an equity investment in Retailport.com, Inc.
Management considers this to be strategic or synergistic to the Company's
growth.
5. Capital Assets
July 31, 2003 January 31, 2003
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Cost Accumulated Net book Net Book
Amortization value value
- --------------------------------------------------------------------------
Office equipment $24,474 $12,740 $11,734 $13,549
Computer equipment $13,436 $11,627 $1,809 $2,113
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$37,910 $24,367 $13,543 $15,662
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6. Notes payable
The notes payable consist of the following:
Due Date Principal Amount
Current $150,000
July 31, 2005 $208,361
--------
Total $358,361
---------
The interest rates on the notes are between 0%-7%.
7. Income taxes
As at July 31, 2003 the company had a net operating loss carryover of
approximately $7,427,469 expiring in various years through 2016.
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TREASURY INTERNATIONAL, INC
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT July 31, 2003
ITEM 2. Management's Discussion and Analysis or Plan of Operation
- ------------------------------------------------------------------
This Quarterly Report on Form 10-QSB for the quarterly period ended July
31, 2003 contains "forward-looking" statements within the meaning of the Federal
securities laws. These forward-looking statements include, among others,
statements concerning the Company's expectations regarding business
opportunities and market trends, competition, sales trends, the availability of
debt and equity capital to fund the Company's capital requirements, and other
statements of expectations, beliefs, future plans and strategies, anticipated
events or trends, and similar expressions concerning matters that are not
historical facts. The forward-looking statements in this Quarterly Report on
Form 10-QSB for the quarterly period ended July 31, 2003 are subject to risks
and uncertainties that could cause actual results to differ materially from
those results expressed in or implied by the statements contained herein.
Overview
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Treasury International, Inc. (the "Company") is a company whose objective
is to create shareholder value by acquiring and/or developing operations and
proprietary assets that generates sustainable revenues and which yield long-term
growth potential. The Company's operations are located primarily in North
America.
During the next few years, the Company expects to continue to implement its
development strategy. The Company's development strategy includes acquiring
operations and assets that meet the following objectives: (i) allow the Company
to gain strategic position, (ii) improve asset productively, and (iii) improve
growth potential in both emerging technologies and key targeted vertical market
sectors. To increase market share, the Company may also attempt to acquire or
seek alliances with key competitors and other companies that may have important
products and synergies with the Company's existing operations and products.
The Company's management team has revised both the Company's restructuring
plans and the Company's operations. Management believes the Company is now
positioned to attract new investment and identify potential acquisition targets.
The Company's current business is the design, development and delivery of
internet-based enterprise management and communication solutions for
organizations with less than 500 employees and sales of less than $100,000,000.
The Company's products facilitate the sharing of business-critical information
between employees, trading partners and customers to streamline processes, to
encourage knowledge transfer and to build competitive advantage.
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The Company's operations include Retailport.com, Inc., a wholly owned subsidiary
of the Company. It provides development and delivery of Internet-based solutions
to address critical and often complex business and technology needs for their
clients. Services offered by Retailport.com include creative designs, custom
development, hosting for web-based applications, secure payment processing
gateway, set-up, training and support of client of proprietary software assets
and activities known as the Active Business Solutions, which includes ActiveRMS
and ActiveCommerce. Active Business Solutions is an Internet based Enterprise
Management and E-Commerce package that facilitates the selling of products and
the sharing of critical information between employees, trading partners and
customers. Retailport.com's solutions have empowered organizations with the
ability to sell online and receive memberships through real time online
registration and payment processing.
Raceaway Hospitality Inc., a wholly owned subsidiary of the Company, packages
travel and hospitality services surrounding major sporting events throughout the
United States. These activities include the promotion and sales of sports
hospitality and travel packages surrounding major sporting events. Most of these
packages are centered on the growing motor sports industry. Raceaway Hospitality
is also developing new packages for hunting and fishing industries, professional
and college football and other travel-related programs.
American Sports Academy LLC. (ASA LLC), a wholly owned subsidiary of the
Company, is a service center provider of sports education and instructions to
multi-sports education and instructions to multi-sport camps and clinics. ASA
LLC currently employs a team of highly qualified sport educators who provide
hands on, professionally led sports instruction to children ages 5 to 15 years
old and invaluable training to coaches throughout the New York Metropolitan. ASA
LLC has selected Retailport.com's Active Business Solutions to automate and
transform their business operations including an online camp registrations
process. This initiative will significantly increase their ability to expand
their business model nationwide more effectively and efficiently.
T-Ball USA Academy, a wholly owned subsidiary of the Company, provides camps,
clinics, logo-bearing products, printed material, instructional videos, national
corporate sponsorships and other ventures related to youth and senior
participation in the sport of Tee ball. Tee ball is the entry sport to baseball
and softball for young players four to eight years old. Treasury International,
Inc. endorses T-ball USA Academy to develop market and operate various programs
related to the sport of Tee ball. T-Ball USA Academy had employed Retailport.com
to provide the technology needed for their online registration and Ecommerce.
American Sports Academy Inc. (ASA, Inc.), a wholly owned subsidiary of the
Company, provides premier sport camp business for a variety of locations from
central to western United States, that are totally customizable to each
particular location. The camp program teaches kids the finer points of their
respective sport, not just the basics. The camps run for one week long in the
summer so there is ample time to teach the kids on a specific emphasis, whether
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it be hitting, pitching or the like. Each location will have a different set of
circumstances relating to competition and competitive advantage. There is a lot
of competition in the sports camp business yet ASA Inc. feels that there is room
for a higher education in sports camp business that trains athletes to improve
their skills by working with high school coaches to see what the kids need to
learn that they haven't learned in other programs.
Six Month Period Ended July 31, 2003
- ------------------------------------
Revenues from operations for the six months ended July 31, 2003 were $261,010 as
compared to $206,048 for the six months ended July 31, 2002, an increase of
$54,962. Due mainly to the revenues generated from one of the wholly owned
subsidiaries called Raceaway Hospitality Inc. Operating revenues include only
the sales activities completed during the period as the Company books its
revenue only on the completion of a billable activity.
General and administrative expenses are $449,724 for the six months ended July
31, 2003, as compared to $491,986 for the six months ended July 31, 2002. Due to
the general and administrative costs of employees and office administrative
expenses, professional fees, accounting costs, interest expenses, commissions,
and development costs are growing and producing activity at the Company.
The Company's ability to develop and market new products and product
enhancements in a timely manner is subject to various factors, including the
availability of adequate financial resources to support such efforts, as well as
other factors outside the control of the Company. There can be no assurance that
the Company will be successful in developing and marketing new products and
product enhancement.
As a result of the foregoing factors, the Company recorded a loss of $439,114
for the six months ended July 31, 2003, as compared to a loss of $388,893 for
the six months ended July 31, 2002.
Liquidity and Capital Resources
- -------------------------------
The Company believes, based on its currently proposed plans and assumptions
relating to its existing assets, that its projected cash flows from operations,
combined with borrowings and/or the sale of common stock or assets, will be
sufficient to meet its operating and financing requirements through the next
reporting period. However, depending on the actual results of operations, the
Company may seek to raise additional debt or equity capital through public or
private financings, increase its current lending facilities, or seek
project-specific financings.
There can be no assurances that the Company will be successful in raising the
required capital in a timely basis and/or under acceptable terms and conditions,
and the Company's inability to do so may impair its ability to implement its
business plan.
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Recent Accounting Pronouncements
- --------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement No.
133,"Accounting for Derivative for financial statements for all fiscal quarters
of all fiscal years beginning after June 15, 2000. SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, by requiring that an entity recognize those items
as assets or liabilities in the statements of financial position and measures
them at fair value. SFAS No. 133 for its fiscal year beginning February 1, 2001.
The Company currently does not have any derivative instruments nor is it engaged
in any hedging activities, thus the Company does not believe that implementation
of SFAS No. 133 will have a material effect on its financial statement
presentation and disclosures.
In December 1999, the Staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB No. 101"). SAB No. 101, as amended by SAB No. 101A and SAB No.
101B, is effective no later than the fourth fiscal quarter of fiscal years
beginning after December 15, 1999. SAB No. 101 provides the Staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues. The Company believes that it currently complies with the
accounting and disclosures provisions described in SAB No. 101 will have a
material effect on its financial statement presentation and disclosures.
Item 3. Controls and Procedures
- --------------------------------
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-14(c) promulgated under the Securities and Exchange
Act of 1934, as amended. Based on this evaluation our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this
quarterly report.
PART 11. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
99.1 Section 906 Certification of Chief Executive Officer
99.2 Section 906 Certification of Chief Financial Officer
99.3 Section 302 Certification of Chief Executive Officer
99.4 Section 302 Certification of Chief Financial Officer
(b) Reports on Form 8-K. The Registrant filed no reports on
Form 8-K during the quarter ended July 31, 2003.
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SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed in its behalf by the undersigned, thereunto duly
authorized.
TREASURY INTERNATIONAL, INC.
Dated: September 19, 2003 By /s/ Dale Doner
--------------------------------
Dale Doner, President
Dated: September 19, 2003 By /s/ Kristina Sickels
--------------------------------
Kristina Sickels, Chief Financial
Officer
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