UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB/
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 June 30, 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.)
122 East Grand Avenue, 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 June 30, 2004
Common Stock, $0.001 578,135
i
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1-2
Consolidated Balance Sheets June 30, 2004
And December 31, 2003 3-4
Consolidated Statements of Operations for the six months
Ended June 30, 2004 and 2003 5
Consolidated Statements of Comprehensive Income (Loss) 6
Consolidated Statements of Stockholders Equity 7
Consolidated Statements of Cash Flows for the six months
Ended June 30, 2004 and 2003 8
Notes to Consolidated Financial Statements 9
Item 2. Managements Discussion and Analysis and
Result of Operations 10-11
Item 3. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities
Defaults Upon Senior Securities 11
Item 4. Submission of Matter to be a Vote of Securities Holders 12
Item 5. Other Information on Form 8-K 12
Item 6. Exhibits and Reports on 8K
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 June 31,
2004, filed with the Securities and Exchange Commission on August 13, 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 June 30, 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 six months ended June 30, 2004 and June 30,
2003 and the statement of stockholders equity for the period of December 31,
2000 to June 30, 2004 are included in this document.
Operating results for the quarter ended June 30, 2004, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2004.
1
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 June 30, 2004, and
the related statements of operations, changes in stockholders equity, and cash
flows for the six and three months ended June 30, 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.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the standards of the Public Company Accounting Oversight Board, 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 material modifications that should
be made to the accompanying financial statements for them to be in conformity
with U.S. 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
August 5, 2004
Chula Vista, California
2
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
ASSETS
As of As of
June 30, December 31,
2004 2003
CURRENT ASSETS
Cash $247,364 $411,614
Accounts receivable 187,779 88,142
Available for sale securities 28,537 72,949
Trading securities 102,903 135,207
Total Current Assets 566,583 707,912
NET PROPERTY & EQUIPMENT 31,719 35,128
OTHER ASSETS
Investment in other companies 121,845 122,637
Security deposits 1,224 1,224
Total Other Assets 123,069 123,861
TOTAL ASSETS $721,371 $866,901
3
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
As of As of
June 30, December 31,
2004 2003
CURRENT LIABILITIES
Accounts payable $ 24,993 $ 20,456
Loans payable 62,273 59,612
Line of credit 3,370 4,354
Client deposits 600 600
Total Current Liabilities 91,236 85,022
TOTAL LIABILITIES 91,236 85,022
STOCKHOLDERS' EQUITY Preferred stock ($1.00 par value, 10,000,000 shares
authorized 7,500 shares issued and outstanding for June 30, 2004 and December
31,
2003, respectively) 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 June 30, 2004 and
December 31, 2003, respectively) 578 532
Additional paid-in capital 4,626,552 4,621,098
Stock subscription receivable (62,500) (62,500)
Accumulated other comprehensive loss (693,875) (653,085)
Retained earnings (deficit) (3,248,121) (3,131,666)
Total Stockholders' Equity 630,135 781,879
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY $ 721,371 $ 866,901
4
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Operations
Six Months Six Months
Ended Ended
June 30, June 30,
2004 2003
REVENUES
Consulting income $ 19,394 $ 85,205
Rental income - 74,319
Total Revenues 19,394 159,524
Costs of revenues (22,945) (31,143)
GROSS PROFIT (3,551) 128,381
OPERATING COSTS
Depreciation expense 3,409 21,579
Administrative expense 113,808 147,499
Total Operating Costs 117,217 169,078
OPERATING INCOME (LOSS) (120,768) (40,697)
OTHER INCOME & (EXPENSES)
Interest income 1,991 3
Other income 730 -
Other expenses (2,800) (1,250)
Net realized gain (loss) on sale
of marketable securities 5,600 (4,597)
Loss in investment (see note 9) (792) (5,721)
Interest expense (416) (23,692)
Total Other Income & (Expenses) 4,313 (35,257)
INCOME (LOSS) BEFORE TAXES (116,455) (75,954)
INCOME TAX (PROVISION) BENEFIT - 13,989
NET INCOME (LOSS) $(116,455) $ (61,965
BASIC EARNINGS (LOSS) PER SHARE $ (0.20) $ (0.12)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 571,839 528,806
DILUTED EARNINGS (LOSS) PER SHARE $ (0.20) $ (0.11)
WEIGHTED AVERAGE NUMBER OF
DILUTED SHARES OUTSTANDING 586,839 543,806
Three Months Three Months
Ended Ended
June 30, June 30,
2004 2003
REVENUES
Consulting income $ 8,094 $ 47,695
Rental income - 36,110
Total Revenues 8,094 83,805
Costs of revenues (9,034) (27,135)
GROSS PROFIT (940) 56,670
OPERATING COSTS
Depreciation expense 165 11,574
Administrative expense 54,531 66,809
Total Operating Costs 54,696 78,383
OPERATING INCOME (LOSS) (55,636) (21,713)
OTHER INCOME & (EXPENSES)
Interest income 1,708 2
Other income 377 -
Other expenses (2,800) (1,250)
Net realized gain (loss) on sale
of marketable securities (659) 2,435
Loss in investment (see note 9) 8 (5,721)
Interest expense (94) (9,032)
Total Other Income & (Expenses) (1,460) (13,566)
INCOME (LOSS) BEFORE TAXES (57,096) (35,279)
INCOME TAX (PROVISION) BENEFIT - 5,291
NET INCOME (LOSS) $ (57,096) $ (29,988)
BASIC EARNINGS (LOSS) PER SHARE $ (0.10) $ (0.06)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 578,135 532,300
DILUTED EARNINGS (LOSS) PER SHARE $ (0.10) $ (0.05)
WEIGHTED AVERAGE NUMBER OF
DILUTED SHARES OUTSTANDING 593,135 547,300
5
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Comprehensive Income (Loss)
Six Months Six Months
Ended Ended
June 30, June 30,
2004 2003
Net Income (Loss) - Net of Tax $(116,455) $ (61,965)
Other Comprehensive Income (Loss) :
Unrealized gain (loss) on securities (40,789) (28,846)
Total Other Comprehensive Income (Loss) (40,789) (28,846)
Other Comprehensive Income (Loss) Before Income Taxes (40,789) (28,846)
Income Tax (Provision) Benefit
related to Items of Comprehensive Income (Loss) - 4,323
Total Other Comprehensive Income (Loss) $ (40,789) $ (24,523)
Net Income (Loss) - Net of Tax $(57,096) $(29,988)
Other Comprehensive Income (Loss) :
Unrealized gain (loss) on securities (31,814) 6,012
Total Other Comprehensive Income (Loss) (31,814) 6,012
Other Comprehensive Income (Loss) Before Income Taxes (31,814) 6,012
Income Tax (Provision) Benefit
related to Items of Comprehensive Income (Loss) - (902)
Total Other Comprehensive Income (Loss) $(31,814) $ 5,110
6
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statement of Stockholders' Equity
From December 31, 2000 through June 30, 2004
PreferredPreferred 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 June 30, 2004
Net loss for the six months ended
June 30, 2004
Balance, June 30, 2004 7,500 $ 7,500 578,135 $ 578
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 4,609,889 (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 1 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 June 30, 2004
Net loss for the six months ended
June 30, 2004 (116,455)
Balance, June 30, 2004 $ 4,626,552 $ (62,500) $(3,248,121)
Accumulated 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 for1 - -
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 June 30, 2004 (40,789) (40,789)
Net loss for the six months ended
June 30, 2004 - (116,455)
Balance, June 30, 2004 $ (693,875) $ 630,135
7
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Cash Flows
Six Months Six Months
Ended Ended
June 30, June 30,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(116,455) $ (61,965)
Depreciation expense 3,409 21,579
(Increase) decrease in accounts receivable (99,637) (967)
(Increase) decrease in prepaid expenses - -
(Increase) decrease in escrow account - 2,397
(Increase) decrease in income tax benefit - (18,312)
Increase (decrease) in accounts payable 4,537 12,047
Increase (decrease) in security deposits - 1,739
Increase (decrease) in available for sale securities 38,949 19,427
Net (gain) / loss on investments 792 -
Common stock issued for services 5,500 5,500
Net Cash Provided by (Used in) Operating Activities (162,905) (18,555)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trading securities (3,040) -
Net sale (purchase) of fixed assets - (500)
Net Cash Provided by (Used in) Investing Activities (3,040) (500)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in line of credit (984) (811)
Change in loan fees - 152
Change in loan payable 2,661 6,282
Change in notes and mortgages payable - (5,497)
Net Cash Provided by (Used in) Financing Activities 1,677 126
Net Increase (Decrease) in Cash (164,268) (18,929)
Cash at Beginning of Period 411,614 19,832
Cash at End of Period $ 247,346 $ 903
Supplemental Cash Flow Disclosures:
Cash paid during period for interest $ 416 $ 23,692
Cash paid during period for taxes $ - $ -
Schedule of Non-Cash Activities:
Common stock issued for accrued services $ 5,500 $ 5,500
Common stock received for services $ - $ -
Three Months Three Months
Ended Ended
June 30, June 30,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (57,096) $ (29,988)
Depreciation expense 165 11,574
(Increase) decrease in accounts receivable (98,988) (682)
(Increase) decrease in prepaid expenses 40,000 -
(Increase) decrease in escrow account - (127)
(Increase) decrease in income tax benefit - (7,840)
Increase (decrease) in accounts payable 2,493 9,057
Increase (decrease) in security deposits - (561)
Increase (decrease) in available for sale securities 32,869 8,491
Net (gain) / loss on investments (8) -
Common stock issued for services - 2,597
Net Cash Provided by (Used in) Operating Activities (80,565) (7,479)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trading securities - -
Net sale (purchase) of fixed assets - (500)
Net Cash Provided by (Used in) Investing Activities - (500)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in line of credit (556) (297)
Change in loan fees - 75
Change in loan payable 2,261 6,282
Change in notes and mortgages payable - (2,796)
Net Cash Provided by (Used in) Financing Activities 1,705 3,264
Net Increase (Decrease) in Cash (78,860) (4,715)
Cash at Beginning of Period 326,206 5,618
Cash at End of Period $ 247,346 $ 903
Supplemental Cash Flow Disclosures:
Cash paid during period for interest $ 94 $ 9,032
Cash paid during period for taxes $ - $ -
Schedule of Non-Cash Activities:
Common stock issued for accrued services $ - $ 2,597
Common stock received for services $ - $ -
8
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying June 30, 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 June 30, 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 June 30, 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 June 30, 2004, the Company has $566,583 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 decreased $40,000, due
to the Company re-classifying prepaid expenses to a receivable, which accounts
for most of the increase in accounts receivable. Currently the current assets
are comprised of $247,364 in cash, $187,779 in accounts receivable, $28,537 in
available for sale securities and $102,903 in trading securities.
As of March 31, 2004, the Company has $91,236 in total current liabilities
compared to $85,022 as of December 31, 2003. Accounts payable increased $4,537
which accounted for most of the increase.
Results of Operations
For the three months ending June 30, 2004, the Company had a net loss of
$57,906 compared to a net loss before taxes of $35,279 for the same period of
2003. This loss includes $165 in depreciation and amortization expense compared
to $11,574 for the same period of 2003. Depreciation and Amortization dropped
due to the Company selling the commercial property which was held in the second
quarter of 2003. Administrative expenses decreased by $12,278 for the second
quarter of 2004 compared to the same period of 2003. Management attributes this
to the lack of business in the financial services sector. Interest expense
decreased approximately $8,938 due to the Company selling the commercial
property.
The Company had revenues of $8,094 for the three months ended June 30, 2004
compared with $83,805 for the same period last year. However, when comparing
revenues from the financial services sector for the three months ending June 30,
2004 to the same period the year before, revenues decreased by approximately
$40,000.
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
uncertain, which in the opinion of management causes smaller companies to
hesitate achieving public status due to market uncertainty. This has a severe
negative impact on the Company and is reflected in the operating results.
For the six months ending June 30, 2004, the Company had a net loss of
$116,455 compared to a net loss before taxes of $75,954 for the same period of
2003. This loss includes $3,409 in depreciation and amortization expense
compared to $21,579 for the same period of 2003. Depreciation and Amortization
dropped due to the Company selling the commercial property which was held in the
first six months of 2003. Administrative expenses decreased by $33,691 for the
first six months of 2004 compared to the same period of 2003. Management
attributes this to the lack of business in the financial services sector.
Interest expense decreased approximately $23,276 due to the Company selling the
commercial property. For the first six months of 2004, the Company had a gain of
$5,600 from the sale of securities, compared to a net loss of $4,597 for the
same period the year before. Also, the Company had a loss from investment of
$792, compared to a loss of $5,721 for the same period the year before.
The Company had revenues of $19,394 for the six months ended June 30, 2004
compared with $159,324 for the same period last year. However, when comparing
revenues from the financial services sector for the three months ending June 30,
2004 to the same period the year before, revenues decreased by approximately
$65,811.
10
Net Operating Loss
The Company has accumulated approximately $3,248,121 of net operating loss
carryforwards as of June 30, 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.
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 June 30, 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
None.
As of June 30, 2004, the Company has 578,135 shares of common stock issued
and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITES
None.
11
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
c. 99.1 906 Certification of Linda Bryson
d. 99.2 906 Certification of Michael Kelleher
12
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: August 10, 2004
By:/S/ Linda Bryson
Linda Bryson
President, Director
By:/S/ Michael Kelleher
Michael Kelleher
Secretary, Treasurer and
Director
s-1
Management attributes this
to the lack of business in the financial services sector.
EXHIBIT 31.1
CERTIFICATION OF THE PRESIDENT
I, Linda Bryson, President of Triad Industries, Inc. certify that:
(1) I have reviewed this periodic report on Form 10-QSB of Triad Industries,
Inc;
(2) Based on my knowledge, this periodic report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this periodic
report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this periodic report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this periodic report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this periodic report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of the date within 90 days prior to filing date of this
periodic report (the "Evaluation Date"); and
c)presented in this periodic report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
(6) The registrant's other certifying officers and I have indicated in this
periodic report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Linda Bryson
Date: August 10, 2004 --------------------
Linda Bryson
President
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Michael Kelleher, Chief Financial Officer of Triad Industries, Inc.
certify that:
(1) I have reviewed this periodic report on Form 10-QSB of Triad Industries,
Inc; (2) Based on my knowledge, this periodic report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this periodic
report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this periodic report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this periodic report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this periodic report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of the date within 90 days prior to filing date of this
periodic report (the "Evaluation Date"); and
c)presented in this periodic report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
(6) The registrant's other certifying officers and I have indicated in this
periodic report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
DateAugust 10, 2004 /s/ Michael Kelleher
-----------------
Michael Kelleher
Chief Financial Officer
EXHIBIT 99.1
SECTION 906 CERTIFICATION OF LINDA BRYSON
CERTIFICATION OF PERIODIC REPORT
In connection with the Periodic Report of Triad Industries, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Linda
Bryson, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1.) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2.) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Date: August 10, 2004 By: /s/ Linda Bryson
-------------------
Linda Bryson
President
EXHIBIT 99.2
SECTION 906 CERTIFICATION OF MICHAEL KELLEHER
CERTIFICATION OF PERIODIC REPORT
In connection with the Periodic Report of Triad Industries, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Kelleher, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:
(1.) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2.) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Date: August 10, 2004 By: /s/ Michael Kelleher
-----------------
Michael Kelleher
Chief Financial Officer