UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter report ended September 30, 2001
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.)
350 West 9th Ave., Escondido, CA 92025
(Address of principal executive office)
Registrants telephone no., including area code (760) 291-1710
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 September 30, 2001
Common Stock, $0.001 10,838,165
i
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1-2
Consolidated Balance Sheets September 30, 2001
And December 31, 2000 3-4
Consolidated Statements of Operations nine months
Ended September 30, 2001
and September 30, 2000 5
Consolidated Statements of
Stockholders Equity 6-8
Consolidated Statements of Cash Flows nine months
Ended September 30, 2001
and September 30, 2000 9
Notes to Consolidated Financial Statements 10-22
Item 2. Managements Discussion and Analysis and
Result of Operations 23-25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 2. Changes in Securities 25
Item 3. Defaults Upon Senior Securities 25
Item 4. Submission of Matter to be a Vote of 25
Securities Holders
Item 5. Other Information on Form 8-K 25
Item 6. Exhibits and Reports on 8K 25
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 Septembere 30, 2001, and
balance sheet of the Company as of December 31, 2000, derived from the Companys
audited financial statement and the unaudited statement of operations and cash
flows for the nine months ended September 30, 2001 and September 30, 2000 and
the statement of stockholders equity from the period of January 1, 1998 through
September 30, 2001 are attached hereto and incorporated herein by this
reference.
September 30, 2001 are not necessarily indicative of the results that can
be expected for the year ending December 31, 2001.
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2001
350 E Street, Chula Vista, CA 91910
Tel: (619) 422-1348 Fax: (619) 422-1465
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
INDEPENDENT ACCOUNTANTS REPORT
We have reviewed the accompanying consolidated balance sheets of Triad
Industries, Inc. (Formerly RB Capital & Equities, Inc.) as of September 30, 2001
and December 31, 2000, and the related statements of operations, changes in
stockholders equity, and cash flows for the three and nine months ended
September 30, 2001 and 2000 respectively, 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.
__________________________________
ARMANDO C. IBARRA, C.P.A. - APC
November 5, 2001
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
Nine Months
Ended Year Ended
September 30, December 31,
2001 2000
ASSETS
CURRENT ASSETS
Cash $ 3,310 $ 54,384
Accounts receivable 680,820 304,235
Accounts receivable -
medical clinic (see note 2g) 1,545,259 1,586,182
Marketable securities 540,229 473,367
Prepaid expenses 4,840 0
Impound account 9,045 12,610
Assets held for sale 0 1,075,858
Deferred tax benefit 501,300 569,657
Total Current Assets 3,284,803 4,076,293
NET PROPERTY & EQUIPMENT 1,807,121 3,356,160
OTHER ASSETS
Investment in securities
available for sale 508,832 115,000
Loan fees 9,990 91,528
Total Other Assets 518,822 206,528
TOTAL ASSETS $5,610,746 $7,638,981
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
Nine Months
Ended Year Ended
September 30, December 31,
2001 2000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 105,369 $ 84,675
Loans payable 246,541 277,433
Line of credit 31,042 30,160
Management fees 0 0
Greentree lease 0 224
Taxes payable 6,251 6,251
Security deposits 10,532 47,259
Notes payable on assets held for sale 0 787,649
Trust deeds and mortgages
Short-term portion 150,910 372,905
Total Current Liabilities 550,645 1,606,556
LONG-TERM LIABILITIES
Trust deeds and mortgages
Long-term portion 1,392,187 2,663,745
Total Long-Term Liabilities 1,392,187 2,663,745
TOTAL LIABILITIES 1,942,833 4,270,301
STOCKHOLDERS' EQUITY
Preferred stock ($1.00 par
value, 10,000,000 shares
authorized 850,000 shares
issued and outstanding as of
September 30, 2001
and December 31, 2000, 850,000 850,000
respectively)
Common stock ($0.001 par
value, 50,000,000 shares
authorized 10,838,165 and
8,658,303 shares issued
and outstanding as of
September 30, 2001 and
December 31, 2000,
respectively) 10,838 8,658
Additional paid-in capital 3,911,058 3,644,874
Stock subscription receivable (181,500) (62,500)
Retained earnings (922,482) (1,072,352)
Total Stockholders' Equity 3,667,914 3,368,680
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY $ 5,610,746 $ 7,638,981
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Operations
Nine Months Nine Months
Ended Ended
September 30, September 30,
2001 2000
REVENUES
Consulting income $ 560,782 $ 432,261
Medical fee income 793,377 291,467
Rental income 325,252 519,414
Cost of revenues (38,237) (58,068)
Total Net Revenues 1,641,173 1,185,074
OPERATING COSTS
Depreciation & amortization 61,759 191,757
Bad debt expense 216,159 98,706
Administrative expenses 1,439,754 781,445
Total Operating Costs 1,717,672 1,071,908
OTHER INCOME & (EXPENSES)
Interest income 2,099 873
Other expense (4,536) (54)
Other income 4,484 0
Realized gain on sale
of marketable securities 94,522 36,310
Cost of sales of
marketable securities (56,475) 0
Unrealized gain on
valuation of marketable 4,512 253,309
securities
Unrealized (loss) on
valuation of marketable (161,972) (188,976)
securities
Net gain / (loss) on
disposable assets (4,083) 18,108
Utility charges 0 1,373
Fee income 0 114
Vending income 10 0
Sale of assets - net 618,455 0
Interest expense (202,290) (309,533)
Total Other
Income & (Expenses) 294,727 (188,476)
NET INCOME BEFORE TAXES 218,229 (75,310)
PROVISION FOR
NCOME TAXES (BENEFIT) 68,359 (13,854)
NET INCOME $ 149,870 $ (61,456)
BASIC EARNINGS (LOSS) PER SHARE $ 0.02 $ (0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 9,463,684 7,107,903
DILUTED EARNINGS (LOSS) PER SHARE 0.01 (0.01)
WEIGHTED AVERAGE OF DILUTED
COMMON SHARES OUTSTANDING 11,163,684 8,807,903
Three Months Three Months
Ended Ended
September 30 September 30
2001 2000
REVENUES
Consulting income $ 116,771 $ 107,268
Medical fee income 266,117 291,467
Rental income 48,227 186,098
Cost of revenues (20,307) (19,933)
Total Net Revenues 410,807 564,900
OPERATING COSTS
Depreciation & amortization 12,933 36,773
Bad debt expense 66,348 98,706
Administrative expenses 297,928 371,387
Total Operating Costs 377,209 506,866
OTHER INCOME & (EXPENSES)
Interest income 265 212
Other expense (4,536) 0
Other income 4,436 0
Realized gain on sale
of marketable securities 77,538 0
Cost of sales of
marketable securities (56,475) 0
Unrealized gain on
valuation of marketable 4,512 0
securities
Unrealized (loss) on
valuation of marketable (51,284) (144,039)
securities
Net gain / (loss) on
disposable assets (4,083) 0
Utility charges 0 123
Fee income 0 40
Vending income 0 0
Sale of assets - net 0 0
Interest expense (31,946) (95,375)
Total Other
Income & (Expenses) (61,572) (239,039)
NET INCOME BEFORE TAXES (27,973) (181,005)
PROVISION FOR
NCOME TAXES (BENEFIT) (4,196) (53,842)
NET INCOME $ (23,777) $ (127,163)
BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.02)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,838,165 7,107,903
DILUTED EARNINGS (LOSS) PER SHARE (0.00) (0.01)
WEIGHTED AVERAGE OF DILUTED
COMMON SHARES OUTSTANDING 12,538,165 8,807,903
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Preferred Preferred
Shares Stock
Balance, December 31, 1997 - -
Common stock issued June 17,1998 - -
for securities valued @ $1.07 per
share
Common stock issued June 17, 1998 for - -
securities valued @ $.90066 per share
Common stock issued June 17, 1998 - -
for securities valued @ $.084 per
share
Common stock issued June 17, 1998 - -
for note payable @ $.334 per share
Common stock issued June 17, 1998 - -
for securities valued @ $.334 per
share
Common stock issued June 17, 1998 - -
for services (officers) valued @
per share
Common stock issued November 4, - -
1998 for subscription receivable
@ $.166 per share
Common stock issued December 31, 1998 - -
for note payable @ $.3234 per share
Common stock issued December 31, 1998 - -
for management fees @ $.334 per share
Common stock issued December 31, 1998 - -
for note payable @ $.334 per share
Common stock issued December 31,1998 - -
for securities valued @ $.206 per
share
Contributed capital - -
Net loss for the year ended - -
December 31,1998
Balance, December 31, 1998 - -
Common Common
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 @
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
Capital Receivable
Balance, December 31, 1997 $ 634,656 $ -
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 - -
Balance, December 31, 1998 1,015,677 (62,500)
Retained Total
Earnings
Balance, December 31, 1997 $ 95,266 $ 732,262
Common stock issued June 17,1998
for securities valued @ $1.07 per - 14,118
share
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 - 1,260
share
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 - 45,090
share
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 - 46,400
share
Contributed capital - 1,717
Net loss for the year ended
December 31,1998 (62,126) (62,126)
Balance, December 31, 1998 33,140 989,950
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Preferred Preferred
Shares Stock
Balance, December 31, 1998 - -
Recapitalization (Note 1) - -
Common stock issued March 15, 1999
for services valued @ $0.63 per - -
share
Common stock issued on March 15,
1999 for the purchase of Gam
Properties, Inc. @ $0.63 per share - -
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 - -
Common stock issued December 1999
for management fees @ $0.06 per share - -
Net loss for the year ended
December 31, 1999 - -
Balance, December 31, 1999 850,000 $850,000
Stock issued on January 5, 2000
to Directors @ $0.06 a share - -
Stock issued on March 1, 2000 for
services rendered @ $0.15 a share - -
Stock issued on June 15, 2000
to Directors @ $0.50 a share - -
Stock issued on June 30, 2000 for
the Purchase of Northwest, LLC.
@ $0.96 a share - -
Stock issued on June 30, 2000 to Donner
Investment Corp. @ $0.96 a share - -
Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share - -
Stock issued on December 12, 2000
to Directors @ $0.24 a share - -
Net loss for the year ended
December 31, 2000 - -
Balance, December 31, 2000 850,000 $850,000
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Common Common
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 313,942 314
share
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
-
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 - -
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 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
Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share
200,000 200
Stock issued on December 12, 2000
to Directors @ $0.24 a share
288,000 288
Net loss for the year ended
December 31, 2000
Balance, December 31, 2000 8,658,303 $ 8,658
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Additional Stock
Paid-in Subscription
Capital Receivable
Balance, December 31, 1998 1,015,677 (62,500)
Recapitalization (Note 1) 33,369 (20,000)
Common stock issued March 15, 1999
for services valued @ $0.63 per 196,527 -
share
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 - -
Balance, December 31, 1999 $2,044,991 $ (62,500)
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 -
Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share
39,800 -
Stock issued on December 12, 2000
to Directors @ $0.24 a share
67,392 -
Net loss for the year ended
December 31, 2000 - -
Balance, December 31, 2000 $3,644,874 $ (62,500)
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Retained Total
Earnings
Balance, December 31, 1998 33,140 989,950
Recapitalization (Note 1)
for services valued @ $0.63 per - 196,841
share
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) (712,680)
Balance, December 31, 1999 $ (679,540) $ 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
Stock issued on October 1, 2000 to
Novak Capital @ $0.20 a share - 40,000
Stock issued on December 12, 2000
to Directors @ $0.24 a share - 67,680
Net loss for the year ended
December 31, 2000 (392,811) (392,811)
Balance, December 31, 2000 $(1,072,352) 3,368,680
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Preferred Preferred
Shares Stock
Stock issued on January 15, 2001
for consulting fees @ $0.17 a share - -
Stock issued on January 18, 2001
for
management fees @ $0.21 a share - -
Stock issued on February 21, 2001
for consulting fees @ $0.15 a share - -
Stock issued on March 1, 2001 to
management fees @ $0.17 a share - -
Stock issued on June 6, 2001
for the purchase of Corporate
Capital
Formation, Inc. @ $0.11 per share - -
Stock issued on June 22, 2001
to Directors @ $0.03 a share - -
Net lncome for the nine months ended
September 30, 2001 - -
Balance, September 30, 2001 - -
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Common Common
Shares Stock
Stock issued on January 15, 2001
for consulting fees @ $0.17 a share 50,000 50
Stock issued on January 18, 2001
for
management fees @ $0.21 a share 144,762 145
Stock issued on February 21, 2001
for consulting fees @ $0.15 a share 25,100 25
Stock issued on March 1, 2001 to
management fees @ $0.17 a share 700,000 700
Stock issued on June 6, 2001
for the purchase of Corporate
Capital
Formation, Inc. @ $0.11 per share 900,000 900
Stock issued on June 22, 2001
to Directors @ $0.03 a share 360,000 360
Net lncome for the nine months ended
September 30, 2001 - -
Balance, September 30, 2001 $10,838,165 $ 10,838
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Paid-in Subscription
Capital Receivable
Stock issued on January 15, 2001
for consulting fees @ $0.17 a share 8,450 -
Stock issued on January 18, 2001
for
management fees @ $0.21 a share 30,179 -
Stock issued on February 21, 2001
for consulting fees @ $0.15 a share 3,715 -
Stock issued on March 1, 2001 to
management fees @ $0.17 a share 118,300 (119,000)
Stock issued on June 6, 2001
for the purchase of Corporate
Capital
Formation, Inc. @ $0.11 per share 95,100 -
Stock issued on June 22, 2001
to Directors @ $0.03 a share - -
Net lncome for the nine months ended
September 30, 2001 - -
Balance, September 30, 2001 $3,911,058 $ (181,500)
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
Retained Total
Earnings
Stock issued on January 15, 2001
for consulting fees @ $0.17 a share - 8,500
Stock issued on January 18, 2001
for
management fees @ $0.21 a share - 30,324
Stock issued on February 21, 2001
for consulting fees @ $0.15 a share - 3,740
Stock issued on March 1, 2001 to
management fees @ $0.17 a share - 0
Stock issued on June 6, 2001
for the purchase of Corporate
Capital
Formation, Inc. @ $0.11 per share - 96,000
Stock issued on June 22, 2001
to Directors @ $0.03 a share - 10,800
Net lncome for the nine months ended
September 30, 2001 149,870 149,870
Balance, September 30, 2001 $(922,482) $ 3,667,914
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Cash Flows
Nine Months Nine Months
Ended Ended
September 30, September 30,
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss)
from operations $ 149,870 $ (61,456)
Depreciation &
Amortization Expense 61,759 191,757
(Increase) in
accounts receivable (335,664) (20,258)
(Increase) in
advance expenses (4,840) 0
Decrease in
impound account 3,565 2,103
(Decrease) in
loan fees 81,538 0
Unrealized loss on
available for sale 397,245 188,976
securities
Unrealized (gain)
on available for sale (410,680) (253,309)
securities
(Decrease) in assets
held for sale 355,344 180,000
(Decrease) in
accounts payable 20,694 29,058
Increase in
loans payable 19,108 93,763
(Decrease) in
line of credit 882 4,523
(Decrease) / increase
in security deposits (36,727) 126
(Decrease) / increase
in taxes payable 0 (10,604)
Deferred tax
benefit 68,359 (13,854)
Common stock
ssued for services 268,364 93,440
Net cash provided
by operating activities 638,817 424,265
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of
marketable securities (1,211) (250,000)
Sale of marketable
securities (52,216) 99,175
Disposal of
fixed assets 3,325,203 0
Purchase of
fixed assets (1,117,409) (92,369)
Net cash provided
(used) by investing 2,154,367 (243,194)
activities
CASH FLOWS FROM
FINANCING ACTIVITIES
Investment Property
Mortgages (4,203) (153,625)
Investment in securities
available for sale (393,832) 0
Greentree Lease (224) (1,253)
Mortgage Principal (2,326,999) 0
Stock subscription (119,000) 0
Net cash (used) by
financing activities (2,844,258) (154,878)
Net increase
(decrease) in cash (51,074) 26,196
Cash at beginning
of year 54,384 43,236
Cash at end
of year $ 3,310 $ 69,432
Supplemental Cash
Flow Disclosures
Cash paid during 31,946 95,375
Schedule of
Non-Cash Activities
Common Stock
issued for services 268,364 93,440
Three Months Three Months
Ended Ended
September 30 September 30
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss)
from operations $ (23,777) $ (127,163)
Depreciation &
Amortization Expense 12,933 36,773
(Increase) in
accounts receivable (33,006) (24,747)
(Increase) in
advance expenses (3,390) 0
Decrease in
impound account 0 0
(Decrease) in loan fees (2,500) 0
Unrealized loss on
available for sale 397,245 144,039
securities
Unrealized (gain)
on available for sale 0 0
securities
(Decrease) in assets
held for sale 0 0
(Decrease) in
accounts payable 38,703 39,834
Increase in
loans payable 8,673 11,187
(Decrease) in
line of credit 3,327 (356)
(Decrease) / increase
in security deposits 1,863 604
(Decrease) / increase
in taxes payable (2,437) 0
Deferred tax benefit (4,196) (53,842)
Common stock issued
for services 0 0
Net cash provided
by operating activities 393,438 26,329
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of
marketable securities 0 0
Sale of marketable
securities 0 0
Disposal of
fixed assets 0 0
Purchase of
fixed assets (44,409) 0
Net cash provided
(used) by investing (44,409) 0
activities
CASH FLOWS FROM
FINANCING ACTIVITIES 0 (31,581)
Investment in securities
available for sale (393,832) 0
Greentree Lease 0 (365)
Mortgage Principal (39,349) 0
Stock subscription 0 0
Net cash (used) by
financing activities (433,181) (31,946)
Net increase
(decrease) in cash (84,152) (5,618)
Cash at beginning
of year 87,462 75,050
Cash at
end of year $ 3,310 $ 69,432
Supplemental
Cash Flow Disclosures
Cash paid during
year for interest 31,946 95,375
Schedule of
Non-Cash Activities
Common Stock
issued for services $ 0 $ 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 seven 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. is presently
inactive in the property management business.
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)
3. Gam Properties, Inc. owns and rents a three unit and a four unit apartment
building.
4. HRM, Inc. is presently inactive in the healthcare industry.
5. Triad Realty 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.
7. Corporate Capital Formation, Inc. is a financial services corporation that
operates a merger and acquisition consulting business.
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. Northwest Medical Clinic, Inc.,
and Corporate Capital Formation, 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 and Adjustments
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 2i
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 fee. 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 considers accounts receivable to be fully collectible; accordingly,
no allowance for doubtful accounts is required. If amounts become uncollectible,
they will be charged to operations when that determination is made.
Due to the nature of business that Northwest Medical Clinic Inc. conducts, a
reserve for bad debts must be in place to properly state the account receivable
as of September 30, 2001.
Accounts receivable $ 3,165,322
Reserve for bad debts (1,620,063)
$ 1,545,259
h. 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 sheets at September
30, 2001 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 3 reflects the fair value of notes, trusts, and mortgages
payable in accordance with paragraph 11, 12, and 13 of SFAS 107.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
i. 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. Corporate Capital
Formation Inc. revenue consists of consulting income. Corporate Capital
recognizes revenue when services on contracts are provided.
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.
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.
Northwest Medical Clinic, Inc., a Georgia corporation and Corporate Capital
Formation Inc., a Nevada corporation. All subsidiaries are wholly owned
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation.
k. Investments in Securities
Marketable securities at September 30, 2001 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 statement of
operations under other income and expenses.
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 $ 31,042 as of September 30, 2001.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m. 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. See note 6 regarding income tax benefit.
NOTE 3. TRUST DEEDS & MORTGAGES
Interest Rate Debt Maturity Date
------------------------------------------------------------
------------------------------------------------------------
350 W. 9th Avenue 7.820 % $749,000 12/08/26
----------------------------------
----------------------------------
2016-18 Balboa*
----------------------------------
2015-17 Hornblend* 7.796 % 312,294 02/20/20
----------------------------------
2135-39 Grand Ave. 7.898 % 226,496 11/20/20
----------------------------------
4592 Bancroft 7.796 % 255,307 02/20/20
-------------------
$ 1,543,097
The office building and apartment complexs collateralized the above loans. The
loan agreements provide for monthly payments of interest and principle.
The office building located at 350 W. 9th Avenue in Escondido, Ca. was purchased
June 11, 2001. Balboa/Hornblend*, and Grand Ave., were reclassified from assets
held for sale to property and equipment on the Companies financial statements.
The total debt of $ 1,543,097 was recorded as follows: current portion (less
than one year) of $ 150,910 and long-term portion (more than one year) of $
1,392,187.
* This location is a four-unit building. The building is constructed with 2
units being back to back and on separate streets. A net realizable valuation
allowance was placed on the properties held for sale in the amount of $ 95,549,
in accordance with SFAS 121.
NOTE 4. 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.
September 30, December 31,
2001 2000
------------------------------------------ --------------------
-----------------------------------
Land $ 185,000 $ 327,614
------------------------------------------
------------------------------------------
Buildings 3,038,357
1,568,164
------------------------------------------
Equipment 78,694 34,070
------------------------------------------
Computer 20,438 4,764
------------------------------------------
Furniture 13,312 12,223
------------------------------------------
Tenant Improvements 35,186 161,669
-----------------------------------
-----------------------------------
$ 1,900,794 $ 3,578,697
------------------------------------------
------------------------------------------
Less Accumulated Depreciation (93,673) (222,537)
-----------------------------------
Net Property and Equipment $ 1,807,121 $ 3,356,160
- ------------------------------------===================================
May 2001 the Company sold the 51,000 square foot commercial building located at
6920-6910 A & B and 6914 Miramar Road, San Diego, California for $ 3,950,000.
The Company also sold the Bancroft property on April 1, 2001 for $ 400,000. In
June 2001 the Company purchased a 12,500 square foot commercial building located
at 350 W. 9th Avenue in Escondido, California.
NOTE 5. 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.
September 30, December 31,
2001 2000
----------------------------------------
Numerator income / (loss) $ 150,479 $ (392,811)
Denominator weighed average
number of shares outstanding 9,463,684 7,378,445
----------------------------------------
----------------------------------------
Basic gain / (loss) per share $ 0.02 $ (0.05)
September 30, December 31
2001 2000
Numerator income / (loss) $ 150,479 $ (392,811)
Denominator weighed average
number of shares outstanding 11,163,684 9,078,445
Diluted gain / (loss) per share $ 0.01 $ (0.04)
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 September 30, 2001 the Company has significant operating and capital losses
carryfoward. The tax benefits resulting for the purposes have been estimated as
follows:
September 30,
2001
--------------------
Net Operating tax Losses :
- ------------------------------------------------
- ------------------------------------------------
Net operating tax loss carryforwards 921,873
--------------------
--------------------
- ------------------------------------------------
- ------------------------------------------------
Income Tax Benefit $(500,908)
====================
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. MARKETABLE SECURITIES
At September 30, 2001, the Company held trading securities of the following
companies:
Trading Number of Mkt. Price FMV
Market Shares At Year End At Year End
First Genx.com otc 1,275,000 0.18 229,500
Greenland otc 4,113 0.02 83
Mezzanine Capital otc 107,000 1.45 155,150
Millennium Plastics otc 30,000 0.13 3,900
One Stop Sales otc 5,000 2.40 12,000
Peacock Financial otc 200,000 0.01 2,000
Phantom Film Corp. otc 5,000 0.00 50
Processing Corp. otc 20,000 0.00 0
Pro Glass
Technologies, Inc. otc 1,118,962 0.10 111,896
Regan Corp. otc 5,000 0.00 0
Spectrum pinksheets 850,000 0.03 21,250
Thunderstone otc 3,068 0.00 0
Total Entertainment otc 55,000 0.08 4,400
Total
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 September
30, 2001 in accordance with paragraph 13 of SFAS 115.
NOTE 8. INVESTMENTS IN SECURITIES AVAILABLE FOR SALE
At September 30, 2001, the Company held investments in the following companies:
Number of Value Price FMV
Shares At Period End At Sep. 30, 2001
Advanced Interactive Inc. 5,125 0.97 4,971
American Eagle Financial 55,000 0.10 5,500
Atlantic & Pacific Guarantee 1,000,000 0.02 18,000
Beach Brew Beverage Company 625,000 0.02 17,500
Blue Gold 125,000 0.01 125
Carrara 325,000 0.00 371
Heritage National Corporation 250,000 0.10 25,000
International Sports Marketing, Inc. 100,000 0.01 1,000
Love Calendar (Nevada) 100,000 0.01 1,000
Love Calendar (Utah) 25,000 1.00 25,000
Love Concepts 100,000 0.01 1,000
Merchant Park Communications, Inc. 825,000 0.20 165,000
Nicholas Inv. 364,583 0.00 365
Noble Onie 25,000 0.10 2,500
Oasis Info. Systems 1,200,000 0.10 120,000
Quantum Companies 1,200,000 0.09 102,000
Resume Junction 20,000 0.10 2,000
Spa International 245,165 0.00 0
Sterling Electronic Commerce 300,000 0.05 15,000
The Shops Network 500 0.10 500
Trans Pacific Group 100,000 0.01 1,000
Thunder Mountain 100,000 0.01 1.000
----------------------
Total $ 508,832
======================
* In 1995, the Company bought 250,000 shares of Heritage National Corporation at
$ 0.10 a share. Heritage National Corporation values remained the same due to
the Companies not trading at year-end. 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. Heritage National Corporation is a privately
owned Company.
NOTE 8. ACQUISITIONS
Triad Industries acquired Gam Properties and Miramar Road Associates, LLC on
February 26, 1999. Both acquisitions were recorded as a purchase in accordance
with Accounting Principles Board Opinions No. 16 (APB No. 16). Gam Properties
Inc. is in the residential rental business. Triad Industries issued 1,120,000
shares of common stock in the acquisition of Gam Properties. Miramar Road
Associates, LLC. is in the commercial rental business. Triad Industries issued
700,000 shares of preferred stock in acquisition of Miramar Road Associates.
On June 30, 2000, Triad Industries, Inc. acquired the assets subject to the
liabilities of Northwest Medical Clinic, Inc. and its subsidiaries; Amerimed of
Georgia, Inc. (a Georgia Corporation) and Florimed of Tampa, Inc. (a Florida
Corporation). The acquisition was recorded as a purchase in accordance with
Accounting Principles Board Opinions No. 16 (APB No. 16). Northwest Medical
Clinic, Inc. operates in the personal injury area and also performs sleep apnea
procedures. For all intent and purposes Amerimed and Florimed are no longer
performing any medical services; however, they still have active accounts
receivables that they receive payment on. Triad Industries issued 1,463,302
shares of common stock in the acquisition of Northwest , LLC. The major asset
acquired in the transaction was $ 1,417,481 (net of allowance for bad debt) in
accounts receivable. The major liabilities were notes payable totaling $
132,553. Triad Industries, Inc. acquired 100% of the outstanding common stock of
Northwest Medical Clinic, Inc. and its two subsidiaries (Amerimed and Florimed).
Northwest Medical Clinic, Inc. will become a wholly owned subsidiary of Triad
Industries, Inc. As per agreement Triad Industries, Inc. issued 1,463,302 shares
of common stock on June 30, 2000 for the purchase of Northwest Medical Clinic,
Inc. Triad Industries, Inc. acquired the assets subject to the liabilities of
Corporate Capital Formation, Inc. The acquisition was recorded as a purchase in
accordance with Accounting Principles Board Opinions No. 16 (APB No. 16).
Corporate Capital Formation, Inc. operates in the corporate business consulting
as well as business formation. There were no significant assets or liabilities
acquired from Corporate Capital Formation, Inc. Triad Industries, Inc. will
acquired 100% of the equity interest of from Corporate Capital Formation, Inc.
in return for voting common stock, and that from Corporate Capital Formation,
Inc. will become a wholly owned subsidiary of Triad Industries, Inc. As per
agreement Triad Industries, issued 900,000 shares of common stock on June 6,
2001 for the purchase of Corporate Capital Formation, Inc.
The operating results of the acquired entities are included in the Companys
consolidated financial statements from the date of acquisition.
NOTE 9. STOCK TRANSACTIONS
For transactions with other than employees 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. Transactions with employees stock
issuance are in accordance with paragraphs (16-44) of SFAS 123, where issuances
shall be accounted for based on the fair method of accounting.
NOTE 9. STOCK TRANSACTIONS (CONTINUED)
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.
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.
NOTE 9. STOCK TRANSACTIONS (CONTINUED)
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 October 1, 2000 the Company issued 200,000 shares of common stock to Novak
Capital valued at $ 0.20 per share.
On December 12, 2000 the Company issued 288,000 shares of common stock to
Directors for services rendered valued at $ 0.24 per share.
On January 15, 2001 the Company issued 50,000 shares of common stock for
consulting fees valued at $ 0.17 per share.
On January 18, 2001 the Company issued 144,762 shares of common stock for
management fees valued at $ 0.21 per share.
On February 21, 2001 the Company issued 25,100 shares of common stock to its
president for services rendered valued at $ 0.15 per share.
NOTE 9. STOCK TRANSACTIONS (CONTINUED)
On March 1, 2001 the Company issued 700,000 shares of common stock under the
employee stock option plan valued at $ 0.17 per share.
On June 6, 2001 the Company issued 900,000 shares of common stock for the
purchase of Corporate Capital Formation Inc. valued at $ 0.11 per share.
On June 22, 2001 the Company issued 360,000 shares of common stock to Directors
for services rendered valued at $ 0.03 per share.
As of September 30, 2001 the Company had 10,838,165 shares of common stock
issued and outstanding.
NOTE 10. STOCKHOLDERS EQUITY
The stockholders equity section of the Company contains the following classes of
capital stock as of September 30, 2001.
(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; 10,838,165
and 8,658,303 shares issued and outstanding as of September 30, 2001 and
December 31, 2000, 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
September 30, 2001.
NOTE 11. 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 valuations 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 529,862 shares were issued for services to management and key
employees for the nine months ended September 30, 2001.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As of September 30, 2001 the Company had $3,284,803 in current assets,
compared to $550,645 in current liabilities. The current assets are comprised of
$3,310 in cash, $680,820 in accounts receivable, $1,545,259 in medical clinic
receivables, $540,229 in marketable securities, $4,840 in prepaid expenses,
$9,045 in tax impound accounts and $501,300 in deferred tax benefits. The
Company also has $3,667,913 in shareholders equity.
Results of Operations
For the nine months ended September 30, 2001 the Company has a net income
of $149,869. Medical fee income was up $501,910 compared to the same period of
2000 due to the fact Northwest Medical Clinic was owned for all nine months of
2001. Rental income was down $194,162 for the first nine months of 2001 compared
to the same period of 2000. This stems from the Company selling a 48,000 square
foot building and purchasing a 13,000 square foot building. Depreciation and
amortization also decreased from $191,757 in the nine months of 2000 to $61,759
for the nine months in 2001 due to the new building. Bad debt expense was up
from $88,706 for the nine months ended 2000 to $216,159 in the nine months 2001
due to the Company owning Northwest Medical Clinic for the entire nine months of
2001. Administrative expenses have almost doubled from 2000 compared to 2001.
This can he attributed to the companies purchase of Northwest Medical Clinic and
Corporate Capital Formation subsidiaries. For the nine months ended September
30, 2001 the company had a gain of $618,455 from the sale of real estate
holdings. Interest expense decreased from $309,533 to $202,290 for the nine
months ended 2001 compared to the same period of 2000. This can also be
attributed to the sale of a larger commercial building and a purchase of a
smaller building.
The Company had net revenues of $1,641,173 for the nine months ended 2001
compared to $1,185,074 for the same period of 2000.
Nine Months Ending
September 30, September 30,
2001 2000
Financial Services Income $ 560,782 $ 432,261
Real Estate Rental Income 325,252 333,316
Medical Services Income 527,260 519,414
Total $1,413,294 $1,284,991
For the three months ended September 30, 2001 the company has a net loss of
$23,777 compared to a net loss if $127,163 for the same period the year before.
Rental income was down for the period by $137,871 due to the smaller commercial
building. Depreciation and amortization decreased approximately $24,000 also
because of the smaller building. The Company also had a gain of $21,063 from the
sale of marketable securities. The Company had a loss of $4,083 on the sale of a
disposable assets. Interest expense decreased approximately $63,000 for the
three months ended September 30, 2001 also because of the smaller building.
Net Operating Loss
The Company has accumulated approximately $922,483 net operating loss
carryforwards as of September 30, 2001, which may be offset against taxable
income and incomes taxes in future years. The use of these to losses to reduce
future incomes taxes will depend on the generation of sufficient taxable income
prior to the expiration on the net loss carryforwards. The carryforwards expire
in the year 2016. In the event of certain changes in control of the Company,
there will be an annual limitation on the amount carryforwards, which can be
used. A tax benefit has been recorded in the Company's financial statements for
the year ended December 31, 2000 in the amount of $569,657 and for the nine
months ended September 30, 2001 in the amount of $501,300.
Sale of Common Capital Stock
None
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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a. Form 8K/A filed by reference on 7/10/2001.
b. Form 8K/A filed by reference on 7/18/2001.
c. Form 10QSB filed by reference on 8/13/2001
d. Form 10QSB/A filed by reference on 8/15/2001.
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: November 15, 2001
By:_/S/ Linda Bryson _____
Linda Bryson
President, Director
By:_/S/ Michael Kelleher___
Michael Kelleher
Secretary, Treasurer
and Director