UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q SB/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter report ended June 30, 2000
or
( ) 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 000-28581
TRIAD INDUSTRIES, INC.
(Exact name of small business issuer as registrant as specified in charter)
Nevada 88-0422528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16935 W. Bernardo Drive, Suite 232, San Diego, CA. 92127
(Address of principal executive office)
Registrants telephone no., including area code (858) 618-1710
Check whether the registrant (1) has 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), Yes [X] No [ ] and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the last practicable date.
Class Outstanding as of June 30, 2000
Common Stock, $0.001 8,170, 303
i
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1-2
Consolidated Balance Sheets December 31, 1999
And June 30, 2000 3-4
Consolidated Statements of Operations ix months
Ended June 30, 2000 and 1999 5
Consolidated Statements of Stockholders Equity 6-7
Consolidated Statements of Cash Flows six months
Ended June 30, 2000 and 1999 8
Notes to Consolidated Financial Statements 9-18
Item 2. Managements Discussion and Analysis and
Result of Operations 19-20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Changes in Security 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matter to a Vote of
Securities Holders 20
Item 5. Other Information 21
Item 6. Exhibits and Reports of Form 8-K 21
Signatures S-1
ii
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statement
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited balance sheet of the Company as of June 30, 2000, and the
related audited balance sheet of the Company as of December 31, 1999, the
unaudited statement of operations and cash flows for the six months ended June
30, 2000 and June 30, 1999 the audited statements of stockholders equity for the
period from December 31, 1997 through December 31, 1999 and the unaudited
statement of stock holders equity for the six months from January 1, 2000
through June 30, 2000 are attached hereto and incorporated herein by this
reference.
Operating results for the quarters ended June 30, 2000 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
1
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
( A Professional Corporation)
Armando C. Ibarra,
C.P.A.
Members of the California Society of
Armando Ibarra, Jr.,
C.P.A.
Certified Public Accountants
To the Board of Directors
Triad Industries, Inc.
(Formerly RB Capital & Equities, Inc.)
RB Courtyard, Suite 232
16935 W. Bernardo Drive
San Diego, CA 92126
We have restated the reviewed accompanying consolidated balance sheets of Triad
Industries, Inc. (formerly RB Capital & Equities, Inc.) as of June 30, 2000 and
the related statements of income, changes to stockholders equity, and cash
flows for the three and six months then ended, in accordance with Statements on
Standards for Accounting Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Triad Industries, 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 auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any modifications that should be made
to the accompanying financial statements in order for them to be in conformity
with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements in
order for them to be in conformity with generally accepted accounting
principles. The information included in the accompanying schedules of selling
and administrative expenses is presented only for supplementary analysis
purposes. Such information has been subjected to the inquiry and analytical
procedures applied in the review of the basic financial statements, and we are
not aware of any material modifications that should be made to it.
__________________________________
ARMANDO C. IBARRA, C.P.A. - APC
May 12, 2000
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
As of June 30, 2000 and December 31, 1999
ASSETS
Six Months
Ended Year Ended
June 30, December 31,
2000 1999
Current Assets
Cash 75,050 43,236
Accounts receivable 322,537 345,235
Accounts receivable -
medical clinic 1,570,032 0
Marketable securities 662,832 454,460
Impound account 1,959 4,062
Assets held for sale 1,022,095 1,202,095
Deferred tax benefit 343,114 367,300
Total Current Assets 3,997,619 2,416,387
Net Property & Equipment 3,396,008 3,386,717
Other Assets
Investment in securities
available for sale 175,000 175,000
Security deposits 325 0
Gift certificates 6,000 6,000
Loan fees 0 143,779
Accumulated amortization 0 (71,890)
Total Other Assets 181,325 252,889
TOTAL ASSETS $ 7,574,952 $ 6,055,993
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equity, Inc.)
Consolidated Balance Sheets
As of June 30, 2000 and December 31, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
Six Months
Ended Year Ended
June 30, December 31,
2000 1999
Current Liabilities
Accounts payable 10,187 20,963
Loans payable 173,294 90,715
Greentree lease 767 1,655
Taxes payable 6,251 16,855
Line of credit 30,000 25,121
Security deposits 39,712 39,865
Notes payable on assets held for sale 796,922 918,966
Trust deeds and mortgages 2,782,500 2,782,500
Total Current Liabilities 3,839,633 3,896,639
TOTAL LIABILITIES 3,839,633 3,896,639
Stockholders' Equity
Preferred stock ($1.00 par value,
10,000,000 shares 850,000 850,000
authorized 850,000 shares
issued and outstanding.)
Common stock ($0.001 par value,
50,000,000 shares 8,170 6,403
authorized 8,170,303 and 6,403,418 shares issued and
outstanding for June 2000 and December 1999, respectively)
Paid in capital 3,537,682 2,044,991
Stock subscription receivable (62,500) (62,500)
Retained earnings (deficit) (623,083) (679,540)
Total Stockholders' Equity 3,710,269 2,159,354
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY $ 7,549,902 $ 6,055,993
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equity, Inc.)
Consolidated Statements of Operations
For The Six Months Ended June 30, 2000 and 1999
And For The Three Months Ended June 30, 2000 and 1999
For the six months ended
June 30, 2000 June 30, 1999
REVENUES
Consulting income $ 324,993 $ 188,296
Rental income 333,316 184,290
Cost of revenues (38,135) (98,818)
Total Revenues 620,174 273,768
OPERATING COSTS
Depreciation & amortization 154,984 51,187
Bad debt expense 0 5,637
Administrative expenses 410,058 573,588
Total Operating Costs 565,042 630,412
OTHER INCOME & (EXPENSES)
Interest income 660 339
Other expense (54) 0
Unrecognized gain / (loss ) 0 (149)
Cost of sales of marketable
securities (62,865) 0
Realized gain on sale of
marketable securities 99,175 0
Unrealized gain on valuation of marketable
securities 253,309 169,782
Unrealized (loss) on valuation of marketable (44,937) 0
securities
Net gain / (loss) on disposable assets 18,108 (206,715)
Utility charges 1,250 0
Fee income 74 953
Interest expense (214,158) (118,664)
Total Other Income & (Expenses) 50,562 (154,454)
NET INCOME (LOSS) BEFORE TAXES 105,694 (511,098)
PROVISION FOR INCOME TAXES (BENEFIT) 24,186 (154,453)
NET INCOME (LOSS) $ 81,508 $ (356,645)
BASIC EARNINGS (LOSS) PER SHARE $ 0.0124 $ (0.0832)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,570,857 4,285,937
DILUTED EARNINGS (LOSS) PER SHARE $ 0.0099 $ (0.0809)
WEIGHTED AVERAGE OF DILUTED
COMMON SHARES OUTSTANDING 8,270,857 4,409,014
For the three months ended
June 30, 2000 June 30, 1999
REVENUES
Consulting income $ 231,029 $ 69,121
Rental income 166,460 124,045
Cost of revenues (20,735) (37,680)
Total Revenues 376,754 155,486
OPERATING COSTS
Depreciation & amortization 69,944 30,096
Bad debt expense 0 5,637
Administrative expenses 243,161 434,052
Total Operating Costs 313,105 469,785
OTHER INCOME & (EXPENSES)
Interest income 343 339
Other expense (54) 0
Unrecognized gain / (loss ) 0 (149)
Cost of sales of marketable securities (47,667) 0
Realized gain on sale of marketable securities 99,175 0
Unrealized gain on valuation of marketable
securities 0 80,408
Unrealized (loss) on valuation of marketable (44,937) 0
securities
Net gain / (loss) on disposable assets 13,608 (206,715)
Utility charges 0 0
Fee income 54 953
Interest expense (107,899) (79,897)
Total Other Income & (Expenses) (87,378) (205,061)
NET INCOME (LOSS) BEFORE TAXES (23,729) (519,360)
PROVISION FOR INCOME TAXES (BENEFIT) (3,559) (176,582)
NET INCOME (LOSS) $ (20,170) $ (342,778)
BASIC EARNINGS (LOSS) PER SHARE $ (0.0031) $ (0.0685)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,570,857 5,002,908
DILUTED EARNINGS (LOSS) PER SHARE $ (0.0024) $ (0.0777)
WEIGHTED AVERAGE OF DILUTED
COMMON SHARES OUTSTANDING 8,270,857 4,409,014
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Statement of Stockholders' Equity
From December 31, 1997 to June 30, 2000
Preferred Common
Shares Stock Shares Stock
Balance, December 31, 1997 - - 2,339,529 $ 2,340
Common stock issued June 17,1998
for securities valued @ $1.07 per share - - 13,200 13
Common stock issued June 17, 1998 for
securities valued @ $.90066 per share - - 60,000 60
Common stock issued June 17, 1998
for securities valued @ $.084 per share - - 15,000 15
Common stock issued June 17, 1998
for note payable @ $.334 per share - - 30,480 30
Common stock issued June 17, 1998
for securities valued @ $.334 per share - - 135,000 135
Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share - - 300,000 300
Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share - - 375,000 375
Common stock issued December 31, 1998
for note payable @ $.3234 per share - - 18,750 19
Common stock issued December 31, 1998
for management fees @ $.334 per share - - 60,759 61
Common stock issued December 31, 1998
for note payable @ $.334 per share - - 60,486 60
Common stock issued December 31,1998
for securities valued @ $.206 per share - - 225,000 225
Contributed capital - - - -
Net loss for the year ended
December 31,1998 - - - -
Balance, December 31, 1998 - - 3,633,204 3,633
Additional Stock
Paid in Subscription Retained
Capital Capital Earnings
Balance, December 31, 1997 $ 634,656 $ - $ 95,266
Common stock issued June 17,1998
for securities valued @ $1.07 per share 14,105 - -
Common stock issued June 17, 1998 for
securities valued @ $.90066 per share 53,980 - -
Common stock issued June 17, 1998
for securities valued @ $.084 per share 1,245 - -
Common stock issued June 17, 1998
for note payable @ $.334 per share 10,150 - -
Common stock issued June 17, 1998
for securities valued @ $.334 per share 44,955 - -
Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share 99,900 - -
Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share 62,375 (62,500) -
Common stock issued December 31, 1998
for note payable @ $.3234 per share 6,044 - -
Common stock issued December 31, 1998
for management fees @ $.334 per share 20,233 - -
Common stock issued December 31, 1998
for note payable @ $.334 per share 20,142 - -
Common stock issued December 31,1998
for securities valued @ $.206 per share 46,175 - -
Contributed capital 1,717 - -
Net loss for the year ended
December 31,1998 - - (62,126)
Balance, December 31, 1998 1,015,677 (62,500) 33,140
Total
Balance, December 31, 1997 $ 732,262
Common stock issued June 17,1998
for securities valued @ $1.07 per share 14,118
Common stock issued June 17, 1998 for
securities valued @ $.90066 per share 54,040
Common stock issued June 17, 1998
for securities valued @ $.084 per share 1,260
Common stock issued June 17, 1998
for note payable @ $.334 per share 10,180
Common stock issued June 17, 1998
for securities valued @ $.334 per share 45,090
Common stock issued June 17, 1998
for services (officers) valued @ $.334
per share 100,200
Common stock issued November 4,
1998 for subscription receivable
@ $.166 per share 250
Common stock issued December 31, 1998
for note payable @ $.3234 per share 6,063
Common stock issued December 31, 1998
for management fees @ $.334 per share 20,294
Common stock issued December 31, 1998
for note payable @ $.334 per share 20,202
Common stock issued December 31,1998
for securities valued @ $.206 per share 46,400
Contributed capital 1,717
Net loss for the year ended
December 31,1998 (62,126)
Balance, December 31, 1998 989,950
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Statement of Stockholders' Equity (continued)
From December 31, 1997 to June 30, 2000
Preferred Common
Shares Stock Shares Stock
Balance, December 31, 1998 - - 3,633,204 3,633
Recapitalization (Note 1) - - 526,672 527
Common stock issued March 15, 1999
for services valued @ $0.63 per share - - 313,942 314
Common stock issued on March 15,
1999 for the purchase of Gam
Properties, Inc. @ $0.63 per share - - 1,120,000 1,120
Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share 700,000 700,000 - -
Preferred stock issued September 1999
in exchange for 1.5 million shares of
Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share 150,000 150,000 - -
Stock subscription receivable - - - -
Common Stock issued December
1999 for cash @ $0.22 per share - - 320,000 320
Common Stock issued December 1999
for management fees @ $0.06 per share - - 489,600 489
Net loss for the year ended
December 31, 1999 - - - -
Balance, December 31, 1999 850,000 $ 850,000 6,403,418 $ 6,403
Stock issued on January 5, 2000
to Directors @ $0.06 a share - - 72,000 72
Stock issued on March 1, 2000 for
services rendered @ $0.15 a share - - 123,000 123
Stock issued on June 15, 2000
to Directors @ $0.50 a share - - 72,000 72
Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC
@ $0.96 a share - - 1,463,302 1,463
Stock issued on June 30, 2000 to
Donner
Investment Corp. @ $0.96 a share - - 36,583 37
Net Income for the six months ended
June 30, 2000 - - - -
Balance, June 30, 2000 850,000 $ 850,000 8,170,303 8,170
Additional Stock
Paid in Subscription Retained
Capital Receivable Earnings
Balance, December 31, 1998 1,015,677 (62,500) 33,140
Recapitalization (Note 1) 33,396 (20,000) -
Common stock issued March 15, 1999
for services valued @ $0.63 per share 196,527 - -
Common stock issued on March 15,
1999 for the purchase of Gam
Properties, Inc. @ $0.63 per share 698,880 - -
Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share - - -
Preferred stock issued September 1999
in exchange for 1.5 million shares of
Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share - - -
Stock subscription receivable - 20,000 -
Common Stock issued December
1999 for cash @ $0.22 per share 71,625 - -
Common Stock issued December 1999
for management fees @ $0.06 per share 28,886 - -
Net loss for the year ended
December 31, 1999 - - (712,680)
Balance, December 31, 1999 $ 2,044,991 $ (62,500) $ (679,540)
Stock issued on January 5, 2000
to Directors @ $0.06 a share 4,248 - -
Stock issued on March 1, 2000 for
services rendered @ $0.15 a share 17,877 - -
Stock issued on June 15, 2000
to Directors @ $0.50 a share 35,928 - -
Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC
@ $0.96 a share 1,399,555 - -
Stock issued on June 30, 2000 to
Donner
Investment Corp. @ $0.96 a share 35,083 - -
Net Income for the six months ended
June 30, 2000 - - 81,508
Balance, June 30, 2000 3,537,682 $ (62,500) (598,032)
Total
Balance, December 31, 1998 989,950
Recapitalization (Note 1) 13,923
Common stock issued March 15, 1999
for services valued @ $0.63 per share 196,841
Common stock issued on March 15,
1999 for the purchase of Gam
Properties, Inc. @ $0.63 per share 700,000
Preferred stock issued on March 15,
1999 for the purchase of Miramar Road
Associates, LLC @ $1.00 per share 700,000
Preferred stock issued September 1999
in exchange for 1.5 million shares of
Pro Glass Technologies, Inc. common
stock valued @ $1.00 per share 150,000
Stock subscription receivable 20,000
Common Stock issued December
1999 for cash @ $0.22 per share 71,945
Common Stock issued December 1999
for management fees @ $0.06 per share 29,375
Net loss for the year ended
December 31, 1999 (712,680)
Balance, December 31, 1999 $ 2,159,354
Stock issued on January 5, 2000
to Directors @ $0.06 a share 4,320
Stock issued on March 1, 2000 for
services rendered @ $0.15 a share 18,000
Stock issued on June 15, 2000
to Directors @ $0.50 a share 36,000
Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC
@ $0.96 a share 1,401,018
Stock issued on June 30, 2000 to
Donner
Investment Corp. @ $0.96 a share 35,120
Net Income for the six months ended
June 30, 2000 81,508
Balance, June 30, 2000 $ 3,735,320
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equity, Inc.)
Consolidated Statements of Cash Flows
For the six months ended June 30, 2000 and 1999
And for the three months ended June 30, 2000 and 1999
For the six months ended
June 30, 2000 June 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) from operations $ 81,508 $ (356,645)
Depreciation & amortization expense 154,984 59,011
(Increase) / decrease in accounts 22,698 14,828
receivable
Decrease in impound account 2,103 0
Unrealized loss on available for sale 44,937 0
securities
Unrealized (gain) on available for sale (253,309) (113,663)
securities
(Increase) / decrease in prepaid rent 0 1,490
(Decrease) / increase in accounts payable (10,776) (8,842)
Increase Credit Line 4,879 0
Increase / (Decrease) in loans payable 82,680 52,823
Increase in management fees 0 19,463
(Decrease) in security deposits (478) (7,895)
Decrease in assets held for sale 180,000 0
(Decrease) in taxes payable (10,604) 0
(Increase) / decrease in deferred tax 24,186 (154,453)
benefit
Common stock issued for services 93,440 0
Net Cash provided (used) by operating 416,248 (493,883)
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment (92,361) (3,438)
Sale of marketable securities 99,175 0
Purchase of marketable securities (250,000) 0
Realized (gain) of sale of investment (19,167) 0
property
Acquisition of investment property 0 1,577,386
Loan fees 0 (143,779)
Net cash provided (used) by investing (262,353) 1,430,169
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Investment property mortgages (121,202) 43,239
Greentree lease (888) (1,052)
Mortgage principle 0 (931,637)
Common stock 0 5,594
Net cash (used) by financing activities (122,090) (883,856)
Net increase in cash 31,815 52,430
Cash at beginning of period 43,235 6,824
Cash at end of period $ 75,050 $ 59,254
Supplemental Cash Flow Disclosures
Cash paid during year for interest $ 214,158 $ 86,530
Schedule of Non-Cash Activities
Common stock issued for services $ 93,440 $ 0
For the three months ended
June 30, 2000 June 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) from operations $ (20,170) $ (393,966)
Depreciation & amortization expense 69,944 37,920
(Increase) / decrease in accounts 32,346 27,686
receivable
Decrease in impound account 2,103 0
Unrealized loss on available for sale 44,937 0
securities
Unrealized (gain) on available for sale 0 (55,331)
securities
(Increase) / decrease in prepaid rent 0 (1,405)
(Decrease) / increase in accounts payable (3,078) 14,181
Increase Credit Line 0 9,403
Increase / (Decrease) in loans payable 7,125 36,805
Increase in management fees 0 19,463
(Decrease) in security deposits (1,388) (8,520)
Decrease in assets held for sale 186,100 0
(Decrease) in taxes payable (10,604) 0
(Increase) / decrease in deferred tax 3,559 (176,582)
benefit
Common stock issued for services 71,120 0
Net Cash provided (used) by operating 391,397 (499,749)
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment (51,638) (3,438)
Sale of marketable securities 99,175 0
Purchase of marketable securities (250,000) 0
Realized (gain) of sale of investment (19,167) 0
property
Acquisition of investment property 0 1,577,386
Loan fees 0 (143,779)
Net cash provided (used) by investing (221,630) 1,430,169
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Investment property mortgages (117,593) 43,337
Greentree lease (540) (486)
Mortgage principle 0 (931,637)
Common stock 0 0
Net cash (used) by financing activities (118,133) (888,786)
Net increase in cash 51,635 41,634
Cash at beginning of period 23,415 17,620
Cash at end of period $ 75,050 $ 59,254
Supplemental Cash Flow Disclosures
Cash paid during year for interest $ 107,899 $ 47,763
Schedule of Non-Cash Activities
Common stock issued for services $ 71,120 $ 0
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Triad Industries, Inc. (the Company) was incorporated under the laws of the
State of Utah on November 25, 1985. The Company was originally known as
Investment Marketing, Inc. Investment Marketing, Inc. was originally
incorporated for the purpose of buying, selling, and dealing in real property.
At a special meeting of the shareholders held June 6, 1990 the Company name was
changed to Combined Communication, Corp. On June 7, 1990 the Company completed
the merger and became a Nevada Corporation. On October 17, 1997, the Company met
to amend the Articles of Incorporation. The name of the Company was changed to
RB Capital & Equities, Inc.
On March 15, 1999, at a special meeting of the shareholders HRM (1)
reversed its common stock on a one for ten (1:10) from 5,256,716 to 526,672
shares outstanding. Also at the meeting of shareholders, HRM ratified a plan of
reorganization whereby Healthcare Resource Management would acquire 100% of the
outstanding shares of common stock of RB Capital and its subsidiaries (Gam
Properties and Miramar Road Associates) for 5,068,150 shares of HRM post split
common stock and 700,000 shares of $1.00 preferred stock. The only significant
shareholder was American Health Systems, Inc. who owned 373,333 of common shares
before the merger and 1,120,000 of common stock after the merger. The 700,000
shares of preferred stock were issued to American Health Systems, Inc. for the
note payable and the 99% interest RB Capital had acquired in Miramar Road
Associates. 1,120,000 shares of common stock of the 5,068,150 shares issued to
RB Capital & Equities, Inc. went to American Health Systems, Inc. in exchange
for the 373,333 originally received from RB Capital & Equities, Inc. as
consideration for 100% of Gam Properties. This 1,120,000 represents a 3 for 1
forward split of the 373,333 shares of RB Capital & Equities common stock. The
acquisition was accounted for as a recapitalization of RB Capital because the
shareholders of RB Capital & Equities, Inc. controlled HRM after the
acquisition. Therefore, RB Capital & Equities, Inc. was treated as the acquiring
entity for accounting purposes and HRM was the surviving entity for legal
purposes.
On March 15, 1999 the shareholders also approved an amendment to the Articles of
Incorporation changing the corporation name to Triad Industries, Inc. Triad
Industries, Inc. is a holding Company with no operations of its own.
The Company has authorized 50,000,000 shares of $0.001 par value common stock.
The Company operates through its six subsidiaries:
1. RB Capital and Equities, Inc. is a financial services corporation that
operates a merger and acquisition consulting business. The company does
corporate filing and capital reorganization business for small emerging private
and public client corporations.
2. Miramar Road Associates, LLC. owns and operates a 51,000 square foot
commercial building.
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)
3. Gam Properties, Inc. owns and rents a seven unit, a four unit, and a
three unit apartment building.
4. HRM, Inc. is presently inactive in the healthcare industry.
5. Triad Reality is not yet operating as a consolidating real estate
company.
6. Northwest Medical Clinic, Inc. is in the medical field specializing in
personal injury and somnoplasty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Companys financial statements are prepared using the accrual method of
accounting. The company has elected a December 31, year end.
b. Basis of Consolidation
The consolidated financial statements of Triad Industries, Inc. include
those accounts of RB Capital & Equity Inc., Gam Properties Inc., Healthcare
Resource Management Inc., Miramar Road Associates, LLC., and Northwest Medical
Clinic, Inc. Triad Industries owns title to all of the assets and liabilities of
the consolidated financial statement. All significant intercompany transactions
have been eliminated.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. In
accordance with FASB 16 all adjustments are normal and recurring. See note 2m
regarding the Companies revenue recognition policy.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
e. Basis of Presentation and Considerations Related to Continued Existence
(going concern)
The Companys financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Companys management intends to raise additional operating funds through
operations and/or debt offerings.
f. Intangibles
Intangible assets consist of loan fees arrived from refinancing of the
Miramar building. The loan fees are being amortized on a straight-line basis
over a period of one year, which is the length of the loan.
g. Accounts Receivable
The Company has entered into various contracts, by which the Company
provides financial services.
h. Issuance of Shares for Services Stock Options
Valuation of shares for services is based on the fair market value of
services.
i. Concentration of Credit Risk
The Company maintains credit with various financial institutions.
Management performs periodic evaluations of the relative credit standing of the
financial institutions. The company has not sustained any material credit losses
for the instruments. The carrying values reflected in the balance sheet at June
30, 2000 reasonable approximate the fair values of cash, accounts payable, and
credit obligations. In making such assessment, the Company, has utilized
discounted cash flow analysis, estimated, and quoted market prices as
appropriate. Note 2p and 2q reflect the fair value of notes, trusts, and
mortgages payable in accordance with SFAS 107.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
j. Principles of Consolidation
The consolidated financial statements include the accounts of Triad
Industries, Inc., the parent Company, Healthcare Management Resources, a Nevada
corporation, RB Capital & Equities Inc, a Nevada corporation, GAM Properties
Inc., a California corporation, Miramar Road Associates Inc., a California LLC.,
and Northwest Medical Clinic, Inc., a Georgia corporation. All subsidiaries are
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
k. Income Taxes
The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of temporary differences by applying enacted statutory
tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
l. Line of Credit
The Company has a $ 50,000 line of credit. The line of credit is an
adjustable rate loan. The loan is an open revolving line of credit, and annual
interest terms of prime plus 3.65%. (i.e. if prime was 9% the interest rate
would be 12.65%.) There are no restrictions on the use of this line of credit.
There is an outstanding balance of $ 30,000 as of June 30, 2000.
m. Revenue Recognition and Deferred Revenue
Revenue includes the following: Miramar Road Associates, Inc. revenue
consists of commercial rental income. Revenue for Miramar is recognized at each
month beginning on a receivable basis. Gam Properties Inc. revenue consists of
residential rental income. Revenue for Gam is recognized at each month beginning
on a receivable basis. RB Capital & Equities, Inc. revenue consists of
consulting income. Northwest Medical Clinic, Inc. revenue consists of medical
services. Northwest revenue is recognized when earned.
RB Capital & Equities, Inc. has various consulting contracts outstanding in
which the Company performs a set of various financial services. RB Capital
recognizes revenue when services on contracts are provided.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
n. Investments in Securities
Marketable securities at June 30, 2000 and 1999 are classified and
disclosed as trading securities under the requirements of SFAS No. 115. Under
such statement, the Companys securities are required to be reflected at fair
market value. Changes in the fair value of investments are reflected in the
state statement of operations under other income & expenses.
o. Property & Equipment
Property is stated at cost. Additions, renovations, and improvements are
capitalized. Maintenance and repairs, which do not extend asset lives, are
expensed as incurred. Depreciation is provided on a straight-line basis over the
estimated useful lives ranging from 27.5 years for commercial rental properties,
5 years for tenant improvements, and 5 - 7 years on furniture and equipment. The
Company owns a fifty-one thousand square foot commercial building located at
6920-6910 A & B and 6914 Miramar Road, San Diego, California.
Land $ 327,614
Property & equipment 34,070
Buildings 3,075,159
Computer 4,764
Furniture 12,223
Tenant Improvements 155,003
---------------------
---------------------
$ 3,608,883
-------------------------------------------
-------------------------------------------
Less Accumulated Depreciation (212,838)
---------------------
---------------------
Net Property and Equipment $ 3,396,008
- ------------------------------------=====================
p. Property Held for Sale
Location Description Cost Debt
--------------------------------
2016-18 Balboa 4 Units $ 420,000 $ 305,266
--------------------------------
2015-17 Hornblend
--------------------------------
2135-39 Grand Ave Tri-plex 355,350 231,209
--------------------------------
4592 Bancroft 7 Units 390,000 260,447
---------------------------------------------
-----------------
NRV (143,255)
---------------------------------------------
---------------------------------------------
Total $1,022,095 $ 796,922
====================================
In April the 3rd Ave. #4 property sold for $ 173,000. The total cost of the
asset sold was $ 154,892 leaving a net gain of $ 18,108. A net realizable
valuation allowance was placed on the properties held for sale in the amount of
$ 143,255 in accordance with SFAS 121.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
q. Long Term Debt Miramar Building
First Trust Deed 2/2000 $1,800,000
Second Trust Deed 10/1999 380,000
Third Trust Deed 6/1999 315,000
Forth Trust Deed 4/1999 259,000
Fifth Trust Deed 6/2000 28,500
$2,782,500
The office building collateralized the above loans. The loan agreements provide
for monthly payments of interest with principle due at the above dates.
Management has negotiated with the current lender a short-term extension of
these maturity dates and is attempting to obtain long term financing. Management
has discovered a lien of approximately $ 400,000 on the office building, which
is related to the debt of a stockholder and former officer of the L.L.C.
r. Investments in Securities Available for Sale
In 1995, the Company bought 250,000 shares of Heritage National Corporation at $
0.10 a share. In 1999, the Company acquired 1.5 million shares of Pro Glass at $
.10 a share.
Number of Value Price Balance
Shares At Year End At Year End
Heritage National Corporation 250,000 $ 0.10$ 25,000
Pro Glass, Inc. 1,500,000 0.10 150,000
Total $ 175,000
Unrealized holding gains and loss will be in accordance with paragraph 13 of
SFAS 115 when and if the Companies begin trading. All gains and losses will be
recorded in the statement of operations under other income and expenses. As of
June 30, 2000 the Company had an 8.5% share of Pro Glass Technologies, Inc.
Heritage National Corporation is a privately owned Company.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
s. Accounts Receivable
Accounts receivable consist of the following:
June 30, 2000
Accounts receivable Various $ 18,743
Accounts receivable Carrera 520
Accounts receivable Gahi 1,450
Accounts receivable Trans-Caribe 3,687
Accounts receivable Fortune Oil 11,500
Accounts receivable Bellissima 11,000
Accounts receivable 3rd. Avenue 15,083
Accounts receivable Ashy 5,000
Accounts receivable Todd Smith 254,554
Accounts receivable Trans-Caribe 1,000
Total $322,537
The Company expects to collect all accounts receivable within one year.
Due to the nature of business that Northwest Medical Clinic Inc. conducts a
reserve for bad debts that must be in place too properly state the accounts
receivable as of June 30, 2000.
Accounts receivable $ 2,876,509
Reserve for bad debts (1,306,477)
$ 1,570,032
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
t. Basic & Diluted Gain / (Loss) Per Common Share
Basic gain / (loss) per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period. Diluted
gain / (loss) per common share has been calculated based on the weighted average
number of shares of common and preferred stock outstanding during the period.
June 30, December 31,
2000 1999
------------------ -------------------
Numerator income / (loss) $ 81,508 $ (712,680)
Denominator weighed average
number of shares outstanding 6,570,857 5,055,774
Basic gain / (loss) per share $ 0.0124 $ (0.1401)
June 30, December 31,
2000 1999
Numerator income / (loss) $ 81,508 $ (712,680)
- -----------------------------------------------------------
Denominator weighed average
number of shares outstanding 6,570,857 6,276,048
--------------------------------
--------------------------------
Diluted gain / (loss) per share $ 0.0099 $ (0.11)
- ---------------------------================================
NOTE 3. OPERATING LEASE
The Company operates its facilities under an operating lease agreement with
an unrelated party. The base rent is $ 3,434 per month. The Companys lease
agreement expires December 31, 2000. The Company has an option to continue on a
month to month basis at the end of the current lease.
Rent expense as of June 30, 2000 and 1999 is $ 21,997 and $ 6,869.
Year Ending
---------------------
---------------------
2000 41,208
---------------------
---------------------
2001 42,000
---------------------
2002 42,000
---------------------
2003 42,000
---------------------
2004 42,000
---------------
---------------
$209,208
- -----------------====================
NOTE 4. MARKETABLE SECURITIES
At June 30, 2000, the Company held trading securities of the following
companies:
Number of Mkt. Price FMV
Shares At June 30, 2000 At June 30, 2000
Beach Brew 625,000 0.028 17,500
Blue Gold 125,000 0.001 125
Carrara 325,000 0.00114 370
First Genx.com 600,000 0.30 180,000
Fortune Oil 33,000 0.16 5,280
Greenland 4,113 0.35 1,440
Mezzanine Capital 107,000 3.25 347,750
Nicholas Inv. 364,583 0.001 364
Peacock Financial 200,000 0.36 72,000
Phantom Film Corp. 150,000 0.01 1,500
Pro Glass 368,892 0.06 22,133
Spa International 245,165 0.00 0
Superior Oil 100,000 0.03 3,000
Thunderstore 3,068 0.03 92
Total Entertainment 55,000 0.20 11,000
Regan 5,000 0.00 0
Processing 20,000 0.01 278
------------------
------------------
Total $ 662,832
=================
The Company is in accordance with SFAS 115 when reporting trading securities.
All gain and loss are reported in the statement of operations under other income
and expenses. Trading securities are reported at market value as of June 30,
2000 in accordance with paragraph 13 of SFAS 115.
NOTE 5. STOCK
Stock issuance are in accordance with paragraph 8 of SFAS 123, where
issuances shall be accounted for based on the fair value of the consideration
received.
As of January 1, 1998, there were 2,339,529 shares of common stock
outstanding. On June 1998, the Company issued 13,200 shares of common stock
valued at $1.07 per share for marketable securities. Since there is no market
for the Companys common stock, the shares were valued at the trading price of
the securities that were received.
On June 17, 1998, the Company issued 60,000 shares of common stock valued
at $.90066 per share for marketable securities. Since there is no market for the
Companys common stock, the shares were valued at the trading price of the
securities that were received.
On June 17, 1998, the Company issued 30,480 shares of common stock for the
conversion of debt valued at $.334 per share.
On June 17, 1998, the Company issued 135,000 shares of common stock for
marketable securities valued at $.334 per share. Since there is no market for
the Companys common stock, the shares were valued at the trading price of the
securities, which were received.
On June 17, 1998, the Company issued 300,000 shares of common stock for
services to officers of the Company valued at $.334 per share.
On November 4, 1998, the Company issued 375,000 shares of common stock for
a subscription receivable valued at $.166 per share.
On December 31, 1998, the Company issued 18,750 shares of common stock for
debt conversion valued at $.3234 per share.
On December 31, 1998, the Company issued 60,759 shares of common stock for
management fees valued at $.334 per share.
On December 31, 1998, the Company issued 60,486 shares of common stock for
debt conversion valued at $.334 per share.
On December 31, 1998, the Company issued 225,000 shares of common stock for
marketable securities valued at $.206 per share. Since there is no market for
the Companys common stock, the shares were valued at the trading price of the
securities that were received.
NOTE 5. STOCK TRANSACTIONS (CONTINUED)
As of January 1, 1999, there were 3,633,204 shares of common stock
outstanding. On March 15, 1999 the Company issued 314,946 shares of common stock
for services issued valued at $.625 per share.
At the shareholders meeting held March 15, 1999 the stockholders approved
the acquisition of RB Capital and Equities, Inc. a Nevada corporation and its
subsidiaries for 1,120,000 shares of common stock and 700,000 shares of
preferred stock.
In September the Company issued 150,000 shares of $1.00 par value preferred
stock (transaction was valued at the most readily determinable price; which was
the value of preferred stock) in exchange for 1.5 million shares of Pro Glass
Technologies, Inc. common stock. The 1.5 million shares represented (at the time
of acquisition) 8.5% of Pro Glass Technologies, Inc. outstanding common stock.
In December 1999, the Company issued 489,600 shares of common stock to
management and key employees for services rendered valued at $ 0.06 per share.
In December 1999, the Company issued 320,000 shares of common stock for
cash @ $ 0.22 per share. On December 31, 1999 there were 6,403,418 shares of
common stock and 850,000 shares of preferred stock outstanding.
On January 5, 2000, the Company issued 72,000 shares of common stock to
Directors for services rendered valued at $ 0.06 per share.
On March 1, 2000, the Company issued 123,000 shares of common stock to its
President for services rendered valued at $0.15 per share.
On June 15, 2000 the Company issued 72,000 shares of common stock to
Directors for services rendered valued at $ 0.50 per share.
On June 30, 2000 the Company issued 1,463,302 shares of common stock for
the purchase of Northwest LLC. valued at $ 0.96 per share.
On June 30, 2000 the Company issued 36,583 shares of common stock to Donner
Investment Corp. valued at $ 0.96 per share. On June 30, 2000 there were
8,170,303 shares of common stock and 850,000 shares of preferred stock
outstanding.
NOTE 6. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryfowards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
At June 30, 2000 the Company has significant operating and capital losses
carryfoward. The benefits resulting for the purposes have been estimated as
follows:
June 30,
----------------------------------------------
2000
----------------------------------------------
Net Operating Losses :
- --------------------------------------------
- --------------------------------------------
Net operating loss carryforwards 598,032
------------------
------------------
- --------------------------------------------
- --------------------------------------------
Income Tax Benefit $(343,114)
==================
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforward
are expected to be available to reduce taxable income.
NOTE 7. ACQUISITIONS
The acquisitions of RB Capital and Equities, Inc., a Nevada corporation, and its
subsidiaries (Gam Properties and Miramar Road Associates, LLC) were recorded as
a purchase in accordance with Accounting Principles Board Opinions No. 16 (APB
No. 16). Triad Industries, Inc. acquired the assets subject to the liabilities
of Northwest Medical Clinic, Inc. and its two subsidiaries (Amerimed of Georgia
and Florimed of Florida). The acquisition was recorded as a purchase in
accordance with Accounting Principles Board Opinions No. 16 (APB No. 16).
Northwest Medical Clinic LLC operates in the personal injury area and also
performs sleep apnea procedures. For all intent and purposes Florimed and
Amermed are no longer performing any medical services, however, they still have
active accounts receivables which they receive payment on. The major asset
acquired in the transaction is, $ 1,417,481 in accounts receivable. The major
liabilities are notes payable totaling $ 132,553. Triad Industries, Inc. will
acquired 100% of the equity interest of Northwest Medical Clinic, Inc. in return
for voting common stock, and that Northwest Medical Clinic, Inc. will become a
wholly owned subsidiary of Triad Industries, Inc. As per agreement Triad
Industries, issued 1,463,302 shares of common stock on June 30, 2000 for the
purchase of Northwest Medical Clinic, Inc.
The operating results of the acquired entities are included in the Companys
consolidated financial statements from the date of acquisition
NOTE 8. STOCKHOLDERS EQUITY
The stockholders equity section of the Company contains the following classes of
capital stock as of June 30, 2000.
(A) Preferred Stock, nonvoting, $ 1.00 par value; 10,000,000 shares
authorized; 850,000 shares issued and outstanding.
(B) Common stock, $ 0.001 par value; 50,000,000 shares authorized;
8,170,303 and 6,403,418 shares issued and outstanding for June 30, 2000 and
December 31, 1999, respectively.
The holders of Preferred Stock are entitled to receive dividends calculated
using an Available Cash Flow formula as prescribed by the Certificate of
Designation of Preferred Stock. There have not been any dividends declared as of
June 30, 2000.
NOTE 9. ISSUANCE OF SHARES FOR SERVICES STOCK OPTIONS
The Company has a nonqualified stock option plan, which provides for the
granting of options to key employees, consultants, and nonemployees directors of
the Company. The valuation of shares for services are based on the fair market
value of services. The Company has elected to account for the stock option plan
in accordance with paragraph 30 of SFAS 123 were the compensation to employees
should be recognized over the period(s) in which the related employee services
are rendered. In accordance with paragraph 19 of SFAS 123 the fair value of a
stock option granted is estimated using an option-pricing model.
A total of 267,000 shares were issued for services to management and key
employees for the six
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As of June 30, 2000 the Company has $3,997,619 in current assets and equity
of $3,839,633 of which to pay its obligations.
Results of Operations
For the quarter ended June 30, 2000 the Company had revenues of $376,754
and operating expenses of $313,104 compared to revenues of $155,486 and
operating expenses of $469,785 for the same period of 1999.
For the three months ended June 30, 2000 depreciation and amortization
increased $39,848. Administrative expenses decreased $190,892. Management
attributed this to the streamlining of the Gam and Miramar properties. There was
a gain on the sale of assets of $13,608 compared to a loss of $206,715 for the
same period of 1999. Interest expense increased about $28,002. This is partly
due to adjustable rate mortgages on some of the Gam properties.
For the six months ended June 30, 2000 depreciation and amortization
increased $103,797 compared to the same period of 1999. This is attributed to
the ownership period of the Gam and Miramar properties. Administrative costs
decreased $163,530 in the first six months of 2000 compared to the same period
of 1999. Interest expense was up $95,494 and once again this can be attributed
to the ownership period of the Gam and Miramar properties.
Net Operating Loss
The Company has accumulated approximately $598,032 of net operating loss
carryforwards as of June 30, 2000, which may be offset against taxable income
and incomes taxes in future years. The use of these to losses to reduce future
income taxes will depend on the generation of sufficient taxable income prior to
the expiration of the net loss carryforwards. The carryforwards expire in the
year 2015. In the event of certain changes in control of the Company, there will
be an annual limitation on the amount of carryforwards, which can be used. A tax
benefit has been recorded in the Companys financial statements for the year
ended December 31, 1999 in the amount of $367,300 and for the six months ended
June 30, 2000 in the amount of $343,114.
19
Sale of Common Capital Stock
On June 15, 2000 the Company issued 72,000 shares of common stock at $.50
per share to the Companys six directors for services rendered.
On June 30, 2000 the Company issued 1,463,302 share of common stock to
purchase 100% of Northwest Medical Clinic, Inc and its two subsidaries (Amerimed
of Goergi, and Florimed of Florida).
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
Company wished to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve the
risk and uncertainties that could cause actual results to differ materially from
those expressed on or implied by the statements, including, but not limited to,
the following: the ability of the Company to successfully meet its cash and
working capital needs, the ability of the Company to successfully market its
product, and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
On June 15, 2000 the Company issued 72,000 shares of common stock at $.50
per share to the Companys six directors for services rendered.
On June 30, 2000 the Company issued 1,463,302 shares of common stock to
purchase 100% of Northwest Medical Clinic, Inc.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS
None.
20
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a. Form 10SB/A filed by reference on January 28, 2000.
b. Reports on 8K
None.
21
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TRIAD INDUSTRIES, INC.
Dated: May 23, 2001
By:/S/ Gary DeGano
Gary DeGano
President, Director
By/S/ Michael Kelleher
Michael Kelleher
Secretary, Treasurer
and Director
S-1