UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB/A
Amendment No. 1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter report ended March 31, 2004
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 W. Ninth Street, Suite #104, 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 March 31, 2004
Common Stock, $0.001 578,135
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1-2
Consolidated Balance Sheets March 31, 2004
And December 31, 2003 3
Consolidated Statements of Operations three months
Ended March 31, 2004 and 2003 4
Consolidated Statement of Comprehensive
Income (Loss) 5
Consolidated Statements of Stockholders Equity 6
Consolidated Statements of Cash Flows three months
Ended March 31, 2004 and 2003 7
Notes to Consolidated Financial Statements 8
Item 2. Managements Discussion and Analysis and
Result of Operations 9-10
Item 3. Controls and Procedures 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matter to be a Vote of
Securities Holders 10
Item 5. Other Information on Form 8-K 10
Item 6. Exhibits and Reports on 8K 10-S1
Signatures S-1
ii
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-QSB/A is being filed by the registrant to amend
the registrant's Quarterly Report on Form 10-QSB for the period ended March 31,
2004, filed with the Securities and Exchange Commission on May 14, 2004 (the
"Initial Report"), solely to correct an error regarding, an eliminating entry
not being made correctly. The entry does not affect net income, however it does
affect reported revenues and expenses. These corrections are also contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 2 of Part I. Except for the foregoing, no information
included in the Initial Report is amended by this Form 10-QSB/A
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statement
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-QSB 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 March 31, 2004, and the
related balance sheet of the Company as of December 31, 2003, which is derived
from the Companys audited financial statements, the unaudited statement of
operations and cash flows for the three months ended March 31, 2004 and March
31, 2003 and the statement of stockholders equity for the period of December 31,
2000 to March 31, 2004 are included in this document.
Operating results for the quarters ended March 31, 2004,are not necessarily
indicative of the results that can be expected for the year ending December 31,
2004.
1
Armando C. Ibarra, C.P.A.
Armando Ibarra, Jr., C.P.A., JD
To the Board of Directors
Triad Industries, Inc.
(Formerly RB Capital & Equities, Inc.)
350 West 9th Avenue, Suite A
Escondido, CA 92025
INDEPENDENT AUDITORS REPORT
We have reviewed the accompanying consolidated balance sheets of Triad
Industries, Inc. (Formerly RB Capital & Equities, Inc.) as of March 31, 2004,
and the related statements of operations, changes in stockholders equity, and
cash flows for the three months ended March 31, 2004 and 2003, 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.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company in
the past has shown significant operating losses that raise substantial doubt
about its ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
- ----------------------------------
ARMANDO C. IBARRA, C.P.A. APC
April 29, 2004
Chula Vista, California
2
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
ASSETS
As of As of
March 31, December 31,
2004 2003
CURRENT ASSETS
Cash $326,206 $411,614
Accounts receivable 88,791 88,142
Available for sale securities 60,351 72,949
Trading securities 135,789 135,207
Prepaid expenses 40,000 -
Total Current Assets 651,137 707,912
NET PROPERTY & EQUIPMENT 31,884 35,128
OTHER ASSETS
Investment in other companies 121,837 122,637
Security deposits 1,224 1,224
Total Other Assets 123,061 123,861
TOTAL ASSETS $806,082 $866,901
3
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
As of As of
March 31, December 31,
2004 2003
CURRENT LIABILITIES
Accounts payable $22,500 $20,456
Loans payable 60,012 59,612
Line of credit 3,926 4,354
Client deposits 600 600
Total Current Liabilities 87,038 85,022
TOTAL LIABILITIES 87,038 85,022
STOCKHOLDERS' EQUITY
Preferred stock ($1.00 par value, 10,000,000 shares
authorized 7,500 shares issued and outstanding for
March 31, 2004 and December 31, 2003) 7,500 7,500
Common stock ($0.001 par value, 50,000,000 shares authorized
578,135 and 532,300 shares issued and outstanding
as of March 31, 2004 and December 31, 2003, respectively) 578 532
Stock subscription receivable (62,500) (62,500)
Accumulated other comprehensive loss (662,061) (653,085)
Retained earnings (deficit) (3,191,025) (3,131,666)
Total Stockholders' Equity 719,044 781,879
TOTAL LIABILITIES
4
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Operations
Three Months Three Months
Ended Ended
March 31, March 31,
2004 2003
REVENUES
Consulting income $11,300 $37,510
Rental income - 38,209
Total Revenues 11,300 75,719
Costs of revenues (13,911) (17,188)
GROSS PROFIT (26,111) 58,531
OPERATING COSTS
Depreciation expense 3,244 10,005
Administrative expense 59,277 67,510
Total Operating Costs 62,521 77,515
OPERATING INCOME (LOSS) (65,132) (18,984)
OTHER INCOME & (EXPENSES)
Interest income 283 1
Other income 353 -
Net realized gain (loss) on sale
of marketable securities 6,259 (7,032)
Loss in investment (800) -
Interest expense (322) (14,660)
Total Other Income & (Expenses) 5,773 (21,691)
INCOME (LOSS) BEFORE TAXES (59,359) (40,675)
INCOME TAX (PROVISION) BENEFIT - 6,101
NET INCOME (LOSS) $(59,359) $(34,574)
BASIC EARNINGS (LOSS) PER SHARE $(0.10) $(0.07)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 565,543 525,272
DILUTED EARNINGS (LOSS) PER SHARE $(0.10) $(0.06)
WEIGHTED AVERAGE NUMBER OF
DILUTED SHARES OUTSTANDING 565,543 540,272
5
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Comprehensive Income (Loss)
Three Months Three Months
Ended Ended
March 31, March 31,
2004 2003
Net Income (Loss) $(59,359) $(34,574)
Other Comprehensive Income (Loss) :
Unrealized gain (loss) on securities (8,976) (29,137)
Total Other Comprehensive Income (Loss) (8,976) (29,137)
Other Comprehensive Income (Loss) Before Income Taxes (8,976) (29,137)
Income Tax (Provision) Benefit
related to Items of Comprehensive Income (Loss) - 4,371
Total Other Comprehensive Income (Loss) $(8,976) $(24,766)
Total Other Comprehensive (Loss) $(662,061) $(640,614)
6
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
From December 31, 2000 through March 31, 2004
Additional Stock Accmulated other
Preferred Preferred Common Common
Shares Stock Shares Stock
Balance, December 31, 2000 42,500 42,500 433,972 433
Stock issued on January 15, 2001
for consulting fees @ $3.40 a share 2,500 3
Stock issued on January 18, 2001 for
management fees @ $4.19 a share 7,238 7
Stock issued on February 21, 2001
for consulting fees @ $2.98 a share 1,255 1
Stock issued on March 1, 2001 to
management fees @ $3.40 a share 35,000 35
Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $2.13 per share 45,000 45
Stock issued on June 22, 2001
to Directors @ $0.60 a share 18,000 18
October 1, 2001 cancellation of
stock subscription (35,000) (35)
Other comprehensive loss December 31, 2001
Net income for the year ended
December 31, 2001
Balance, December 31, 2001 42,500 42,500 507,965 507
January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $0.40 a share (73,165) (73)
On October 15, 2002 preferred stock
converted to common stock at 2 for(35,000) (35,000) 70,000 70
Other comprehensive loss December 31, 2002
Net loss for the year ended
December 31, 2002
Balance, December 31, 2002 7,500 7,500 504,800 504
Stock issued on January 24, 2003 for
accrued services rendered @ $0.20 a share 27,500 28
Other comprehensive loss December 31, 2003
Net loss for the year ended
December 31, 2003
Balance, December 31, 2003 7,500 7,500 532,300 532
Stock issued on January 26, 2004 for
accrued services rendered @ $0.12 a share 45,835 46
Other comprehensive loss March 31, 2004
Net loss for the three months ended
March 31, 2004
Balance, March 31, 2004 7,500 $ 7,500 578,135 $ 578
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
From December 31, 2000 through March 31, 2004
Additional Stock
Paid-in Subscription Retained
Capital Receivable Earnings
Balance, December 31, 2000 4,460,599 (62,500) (1,045,230)
Stock issued on January 15, 2001
for consulting fees @ $3.40 a share 8,497
Stock issued on January 18, 2001 for
management fees @ $4.19 a share 30,317
Stock issued on February 21, 2001
for consulting fees @ $2.98 a share 3,739
Stock issued on March 1, 2001 to
management fees @ $3.40 a share 118,965 (119,000)
Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $2.13 per share 95,955
Stock issued on June 22, 2001
to Directors @ $0.60 a share 10,782
October 1, 2001 cancellation of
stock subscription (118,965) 119,000
Other comprehensive loss December 31, 2001
Net income for the year ended
December 31, 2001 56,249
Balance, December 31, 2001 4,615,626 (62,500) (988,981)
January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $0.40 a share (29,193)
On October 15, 2002 preferred stock
converted to common stock at 2 for 34,930
Other comprehensive loss December 31, 2002
Net loss for the year ended
December 31, 2002 (1,457,825)
Balance, December 31, 2002 4,615,626 (62,500) (2,446,806)
Stock issued on January 24, 2003 for
accrued services rendered @ $0.20 a share 5,472
Other comprehensive loss December 31, 2003
Net loss for the year ended
December 31, 2003 (684,860)
Balance, December 31, 2003 4,621,098 (62,500) (3,131,666)
Stock issued on January 26, 2004 for
accrued services rendered @ $0.12 a share 5,454
Other comprehensive loss March 31, 2004
Net loss for the three months ended
March 31, 2004 (59,359)
Balance, March 31, 2004 4,626,552 $ (62,500) $(3,191,025)
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
From December 31, 2000 through March 31, 2004
Accmulated other
Comprehensive Total
Income
(loss)
Balance, December 31, 2000 (27,122) 3,760,152
Stock issued on January 15, 2001
for consulting fees @ $3.40 a share 8,500
Stock issued on January 18, 2001 for
management fees @ $4.19 a share 30,324
Stock issued on February 21, 2001
for consulting fees @ $2.98 a share 3,740
Stock issued on March 1, 2001 to
management fees @ $3.40 a share -
Stock issued on June 6, 2001
for the purchase of Corporate Capital
Formation, Inc. @ $2.13 per share 96,000
Stock issued on June 22, 2001
to Directors @ $0.60 a share 10,800
October 1, 2001 cancellation of
stock subscription -
Other comprehensive loss December 31, 2001 (83,991) (83,991)
Net income for the year ended
December 31, 2001 56,249
Balance, December 31, 2001 (111,113) 3,490,302
January 1, 2002 sale of Northwest
Medical Clinic, Inc. @ $0.40 a share (29,266)
On October 15, 2002 preferred stock
converted to common stock at 2 for(35,000) (35,000) -
Other comprehensive loss December 31, 2002 (529,501) (529,501)
Net loss for the year ended
December 31, 2002 (1,457,825)
Balance, December 31, 2002 (640,614) 1,473,710
Stock issued on January 24, 2003 for
accrued services rendered @ $0.20 a share 5,500
Other comprehensive loss December 31, 2003 (12,471) (12,471)
Net loss for the year ended
December 31, 2003 (684,860)
Balance, December 31, 2003 (653,085) 781,879
Stock issued on January 26, 2004 for
accrued services rendered @ $0.12 a share 5,500
Other comprehensive loss March 31, 2004 (8,976) (8,976)
Net loss for the three months ended
March 31, 2004 (59,359)
Balance, March 31, 2004 $(662,061) $719,044
7
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Cash Flows
Three Months Three Months
Ended Ended
March 31, March 31,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (59,359) (34,574)
Depreciation expense 3,244 10,005
(Increase) decrease in
accounts receivable (649) (285)
(Increase) decrease in
escrow account - 2,524
(Increase) decrease in
income tax benefit - (10,472)
(Increase) decrease in
prepaid expenses (40,000) -
Increase (decrease) in
accounts payable 2,044 2,990
Increase (decrease) in
security deposits - 2,300
Increase (decrease) in
available for sale securities - 10,936
Net (gain) / loss on
investments 800 -
Common stock issued
for services 5,500 5,500
Net Cash Provided by
(Used in) Operating Activities (88,420) (11,076)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trading
securities 3,040 -
Net Cash Provided by (Used in)
Investing Activities 3,040 -
CASH FLOWS FROM FINANCING ACTIVITIES
Change in line
of credit (428) (514)
Change in loan
fees - 77
Change in loan
payable 400 -
Change in notes and
mortgages payable - (2,701)
Net Cash Provided by (
Used in) Financing Activities (28) (3,138)
Net Increase (Decrease)
in Cash (85,408) (14,214)
Cash at Beginning
of Year 411,614 19,832
Cash at End of Year $326,206 5,618
Supplemental Cash
Flow Disclosures:
Cash paid during period
for interest $322 14,660
Cash paid during period
for taxes $ - -
Schedule of Non-Cash
Activities:
Common stock issued
for accured services $5,500 -
Common stock received
for services $ - 5,500
8
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying March 31, 2004 financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at March 31, 2004 and
2003 and for all periods presented have been made. Certain information and
Footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the Companys December 31, 2003 audited financial
statements. The results of operations for periods ended March 31, 2004 and 2003
are not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Companys consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of liabilities
that might result from the outcome of this uncertainty. It is management
intention to seek additional operating funds through operations, and debt or
equity offerings. Management has yet to decide what type of offering the Company
will use or how much capital the Company will raise. There is no guarantee that
the Company will be able to raise any capital through any type of offerings.
NOTE 3 - DESCRIPTION OF BUSINESS
The Company operates through its three 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 corporations.
2. HRM, Inc. is presently inactive in the healthcare industry.
3. Corporate Capital Formation, Inc. is a financial services corporation that
operates a merger and acquisition consulting business.
Triad Industries, Inc. (the parent company) is now a holding company.
9
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
As of March 31, 2004, the Company has $651,137 in total current assets,
compared to total current assets of $707,912 as of December 31, 2003. The major
factor in the reduction of current assets was the use of cash in operations to
fund the financial services operation. Prepaid expenses increased $40,000, due
to the Company prepaying consulting fees which are expected to be expensed over
the next year. Currently the current assets are comprised of $326,206 in cash,
$88,791 in accounts receivable, $6,351 in available for sale securities,
$135,789 in trading securities and $40,000 in prepaid expenses.
As of March 31, 2004, the Company has $87,038 in total current liabilities
compared to $85,022 as of December 31, 2003. Accounts payable increased $2,044
which account for most of the change.
Results of Operations
For the three months ending March 31, 2004, the Company had a net loss of
$59,359 compared to a net loss after income tax provision of $34,574 for the
same period of 2003. This loss includes $3,244 in depreciation and amortization
expense compared to $10,005 for the same period of 2003. Depreciation and
Amortization dropped due to the Company selling the commercial property which
was held in the first quarter of 2003. Administrative expenses decreased by
$8,233 for the first quarter of 2004 compared to the same period of 2003.
The decrease would have been higher, however management attributes this to the
Company paying rent in the first quarter of 2004, which it did not due when it
held the commercial property. Further contributing to the decrease was the lack
of business in the financial services sector which helped drop variable
costs.Interest expense decreased approximately $14,300 due to the Company
selling the commercial property.
The Company had revenues of $11,300 for the three months ended March
31, 2004 compared with $75,719 for the same period last year. Revenue from
financial services decreased approximately $26,000 for the first three months of
the year.
Management is still unhappy with the performance of the financial services
sector. Management had hoped that a steadying of the financial markets would
lead more companies to go public. However, the financial markets are still
choppy, which in the opinion of management causes smaller companies to hesitate
achieving public status due to market uncertainty.
Net Operating Loss
The Company has accumulated approximately $3,191,025 of net operating loss
carryforwards as of March 31, 2004, which may be offset against taxable income
and incomes taxes in future years. However, of this accumulated net operating
loss $1,542,394 was from the sale of a discontinued operation. The loss from the
discontinued operation can not be used to offset future income. The use of these
to losses to reduce future incomes 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 2024. 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.
Sale of Common Capital Stock
None.
10
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.
Item 3. Controls and Procedures
The Companys management, including our President and Chief Financial
Officer, have conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended) as
of the quarter ended March 31, 2004, the end of the period covered by this
report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded, that our disclosure controls and procedures
are effective for timely gathering, analyzing and disclosing the information we
are required to disclose in our reports filed under the Securities Exchange Act
of 1934, as amended.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
On January 26, 2004, the Company issued 45,835 shares of common stock to
its officers and directors for services that were accrued on the Companys
financial statements as of December 31, 2003. Each of the three directors
received 4,167 shares of common stock at $.12 per share or directors fees of
$500. Each of the two officers received 16,667 common shares at $.12 per share
or officers fees of $2000. Total consideration was $5,500. The common stock was
issued under section 4(2) of the 1933 Securities Act and bears a restrictive
legend.
As of March 31, 2004, the Company has 578,135 shares of common stock issued
and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITES
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. 33.1 302 Certification of the President b. 33.2 302 Certification of the CFO
11
c. 99.1 906 Certification of Linda Bryson
d. 99.2 906 Certification of Michael Kelleher
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 13, 2004
By:/S/ Linda Bryson
Linda Bryson
President, Director
Dated: May 13, 2004
By:/S/ Michael Kelleher
Michael Kelleher
Secretary, Treasurer and
Director
S-1