UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB/A
(Amendment #2)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter report ended June 30, 2005
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) 741-1128
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, 2005
Common Stock,
$0.001 623,970
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1-2
Consolidated Balance Sheets June 30, 2005
And December 31, 2004 3-4
Consolidated Statements of Operations for the six months
Ended June 30, 2005 and 2004 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, 2005 and 2004 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 12
Signatures S-1
This Amendment No. 2 on Form 10-QSB/A is being filed by the registrant to amend
the registrant's Quarterly Report on Form 10-QSB/A for the period ended June
30, 2005, filed with the Securities and Exchange Commission on October 31, 2005
Diluted earnings per share was removed, per Paragraph 16 of SFAS 128.
Purchases of trading securities have been reclassified from investing cash
flows to operating cash flows. Also, the Company refiled its Sarbanes-Oxley
Certifications pursuant to Item 601(b)(31) of Regulation SB. Due to these
issues the Company has expanded the Controls and Procedures section of this
10QSB/A. Except for the foregoing, no information included in the Initial
Amendment is amended by this Form 10-QSB/A.
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statement
The accompanying un-audited 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 un-audited balance sheet of the Company as of June 30, 2005, and the
related balance sheet of the Company as of December 31, 2005, which is derived
from the Company's audited financial statements, the un-audited statement of
operations and cash flows for the six months ended June 30, 2005 and June 30,
2004 and the statement of stockholders equity for the period of December 31,
2000 to June 30, 2005 are included in this document.
Operating results for the quarter ended June 30, 2005, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2005.
1
Armando C. Ibarra, C.P.A.
Public Accountants
Armando Ibarra, Jr., C.P.A., JD
To the Board of Directors
Triad Industries, Inc.
(Formerly RB Capital & Equities, Inc.)
Escondido, CA 92025
Report of Independent Registered Public Accounting Firm
We have reviewed the accompanying consolidated balance sheet of Triad
Industries, Inc. (Formerly RB Capital & Equities, Inc.) as of June 30, 2005, and
the related consolidated statements of operations, statements of comprehensive
income, changes in stockholders' equity, and statements of cash flows for the
six and three months ended June 30, 2005 and 2004. These interim financial
statements are the responsibility of Company's management.
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.
/S/ Armando C. Ibarra
- ----------------------------------
ARMANDO C. IBARRA, C.P.A. - APC
October 21, 2005 (revised)
August 8, 2005
Chula Vista, California
2
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
ASSETS
As of As of
June 30, December 31,
2005 2004
Unaudited
CURRENT ASSETS
Cash $ 61,272 $196,444
Accounts receivable 38,936 61,566
Available for sale securities 23,398 42,102
Trading securities 116,710 121,765
Prepaid expenses 8,988 8,987
Loan receivable 82,660 73,989
Total Current Assets 331,964 504,853
NET PROPERTY & EQUIPMENT 28,896 31,124
OTHER ASSETS
Investment in other companies 120,365 120,365
Total Other Assets 120,365 120,365
TOTAL ASSETS $481,225 $656,342
3
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
- - LIABILITIES AND STOCKHOLDERS' EQUITY
As of As of
June 30, December 31,
2005 2004
Unaudited
CURRENT LIABILITIES
Accounts payable $ 19,229 $ 31,432
Loans payable 51,031 63,717
Line of credit 662 1,993
Client deposits 600 600
Total Current Liabilities 71,522 97,742
TOTAL LIABILITIES 71,522 97,742
STOCKHOLDERS' EQUITY
Preferred stock ($1.00 par
value, 10,000,000 shares
authorized 7,500 shares
issued and outstanding for
June 30, 2005 and December
31, 2004, respectively) 7,500 7,500
Common stock ($0.001 par value,
50,000,000 shares authorized
623,970 and 578,135 shares
issued and outstanding
as of June 30, 2005 and
December 31, 2004, respectively) 623 578
Additional paid-in capital 4,632,006 4,626,552
Treasury stock (11,000) -
Stock subscription receivable (62,500) (62,500)
Accumulated other comprehensive loss (703,954) (697,371)
Retained earnings (deficit) (3,452,973) (3,316,156)
Total Stockholders' Equity 409,702 558,603
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY $ 481,224 $ 656,345
4
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Operations
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2005 2004 2005 2004
Unaudited Unaudited Unaudited Unaudited
REVENUES
Consulting income $ 25,453 $ 19,394 $ 13,403 $ 8,094
Total Revenues 25,453 19,394 13,403 8,094
Costs of revenues (10,103) (22,945) (6,348) (9,034)
GROSS PROFIT 15,350 (3,551) 7,055 (940)
OPERATING COSTS
Depreciation expense 2,228 3,409 495 165
Administrative expense 138,265 113,808 80,431 54,531
Total Operating Costs 140,493 117,217 80,926 54,696
OPERATING INCOME (LOSS) (125,143) (120,768) (73,871) (55,636)
OTHER INCOME & (EXPENSES)
Interest income 2,257 1,991 1,070 1,708
Other income - 730 - 377
Dividend income 598 335
Other expenses - (2,800) - (2,800)
Net realized
gain (loss)
on sale of marketable
securities (14,529) 5,600 (5,889) (659)
Loss in investment - (792) - 8
Interest expense - (416) - (94)
Total Other Income & (Expenses) (11,674) 4,313 (4,484) (1,460)
NET INCOME (LOSS) $ (136,817)$ (116,455)$ (78,355)$ (57,096)
BASIC EARNINGS
(LOSS) PER SHARE $ (0.22) $ (0.20)$ (0.13) $ (0.10)
WEIGHTED AVERAGE
NUMBER OF
COMMON SHARES
OUTSTANDING 617,639 571,839 623,970 578,135
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,
2005 2004
Unaudited Unaudited
Net Income (Loss)
Net of Tax $ (136,817) $(116,455)
Other Comprehensive Income (Loss) :
Unrealized gain
(loss) on securities (6,583) (28,846)
Total Other Comprehensive
Income (Loss) (6,583) (28,846)
Other Comprehensive Income (
Loss) Before Income Taxes (6,583) (28,846)
Income Tax (Provision) Benefit
related to Items of
Comprehensive Income (Loss) - 4,323
Total Other Comprehensive
Income (Loss) $ (6,583) $ (24,523)
Three Months Three Months
Ended Ended
June 30 June 30
2005 2004
Unaudited Unaudited
Net Income (Loss)
Net of Tax (78,355) $ (57,096)
Other Comprehensive
Income (Loss) :
Unrealized gain
(loss) on securities 4,786 6,012
Total Other Comprehensive
Income (Loss) 4,786 6,012
Other Comprehensive Income
(Loss) Before Income Taxes 4,786 6,012
Income Tax (Provision) Benefit
related to Items of
Comprehensive Income (Loss) - (902)
Total Other Comprehensive
Income (Loss)
$ 4,786 $ 5,110
6
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Stockholders' Equity
From December 31, 2000 through June 30, 2005
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 (35,000)t(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 December 31, 2004
Net loss for the year ended
December 31, 2004
Balance, December 31, 2004 7,500 7,500 578,135 578
Stock issued on January 26, 2005 for
accrued services rendered @ $0.12 a share 45,835 46
Treasury stock
Other comprehensive loss June 30, 2005
Net loss for the six months ended
June 30, 2005
Balance, June 30, 2005 unaudited 7,500 $ 7,500 623,970 $ 623
Treasury Treasury Additional Stock
Shares Stock Paid in Subscription
Capital Receivable
Balance, December
31, 2000 - - 4,460,599 (62,500)
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 -
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 - - - -
Balance, December
31, 2001 - - 4,609,889 (62,500)
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 ratio - - 34,930 -
Other comprehensive
loss December 31, 2002 - - - -
Net loss for the year ended
December 31, 2002 - - - -
Balance, December
31, 2002 - - 4,615,626 (62,500)
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 - - - -
Balance, December 31, 2003 - - 4,621,098 (62,500)
Stock issued on January 26, 2004 for
accrued services rendered
@ $0.12 a share - - 5,454 -
Other comprehensive
loss December 31, 2004 - - - -
Net loss for the year ended
December 31, 2004 - - - -
Balance, December
31, 2004 - - 4,626,552 (62,500)
Stock issued on January 26, 2005 for
accrued services
rendered @ $0.12 a share - - 5,454 -
Treasury stock (11) - -
Other comprehensive
loss June 30, 2005 - - - -
Net loss for the
six months ended
June 30, 2005 - - - -
Balance, June
30, 2005 $ (11) $ (10,989) $ 4,632,006 $ (62,500)
Received Accumulated
Earnings Other Total
(deficit) Comprehensive
Income/(Loss)
Balance, December 31, 2000 (1,045,230) (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 - 56,249
Balance, December 31, 2001 (988,981) (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 1 ratio - - -
Other comprehensive loss December 31, 2002 - (529,501) (529,501)
Net loss for the year ended
December 31, 2002 (1,457,825) - (1,457,825)
Balance, December 31, 2002 (2,446,806) (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) - (684,860)
Balance, December 31, 2003 (3,131,666) (653,085) 781,879
Stock issued on January 26, 2004 for
accrued services rendered @ $0.12 a share - - 5,500
Other comprehensive loss December 31, 2004 - (44,286) (44,286)
Net loss for the year ended
December 31, 2004 (184,490) - (184,490)
Balance, December 31, 2004 (3,316,156) (697,371) 558,603
Stock issued on January 26, 2005 for
accrued services rendered @ $0.12 a share - - 5,500
Treasury stock - - (11,000)
Other comprehensive loss June 30, 2005 - (6,583) (6,583)
Net loss for the six months ended
June 30, 2005 (136,817) - (136,817)
Balance, June 30, 2005 $(3,452,973 $ (703,954) $ 409,703
7
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Cash Flows
Six Months Six Months Three Months
Ended Ended Ended
June 30, June 30, June 30,
2005 2004 2005
Unaudited Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (136,817)$ (116,455)$ (78,355)
Adjustments to reconcile
net income to net
cash provided by (used in)
operating activities:
Depreciation expense 2,228 3,409 495
Common stock issued
for services 5,500 5,500 -
(Increase) decrease in
available for sale securities 12,118 38,949 12,118
Changes in operating assets
and liabilities: -
(Increase) decrease
in accounts receivable 22,630 (99,637) 85,482
(Increase) decrease
in prepaid expenses - - 2,701
(Increase) decrease
in loan receivable (8,671) - (82,660)
Increase (decrease)
in accounts payable (12,203) 4,537 (537)
Increase (decrease)
in security deposits - - -
Net (gain) / loss
on investments - 792 -
Purchase of trading
securities 5,058 (3,040) -
Net Cash Provided by
(Used in) Operating Activities (110,157) (165,945) (60,756)
CASH FLOWS FROM INVESTING
ACTIVITIES
Net Cash Provided by
(Used in) Investing Activities - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Payments on line
of credit (1,331) (984) (931)
Payments on loan
payable (12,686) 2,661 (3,005)1
Treasury stock (11,000) - -
Net Cash Provided
by (Used in) Financing Activities (25,017) 1,677 (3,936)
Net Increase (Decrease) in Cash (135,172) (164,268) (64,691)
Cash at Beginning of Period 196,444 411,614 125,963
Cash at End of Period $ 61,272 $ 247,346 $ 61,272
Supplemental Cash
Flow Disclosures:
Cash paid during
period for interest $ - $ 23,692 $ (322)
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
Ended
June 30
2004
Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (57,096)
Adjustments to reconcile
net income to net
cash provided by (used in)
operating activities:
Depreciation expense 165
Common stock issued
for services -
(Increase) decrease in
available for sale securities 32,869
Changes in operating assets
and liabilities:
(Increase) decrease
in accounts receivable (98,988)
(Increase) decrease
in prepaid expenses 40,000
(Increase) decrease
in loan receivable -
Increase (decrease)
in accounts payable 2,493
Increase (decrease)
in security deposits -
Net (gain) / loss
on investments (8)
Purchase of trading
securities -
Net Cash Provided by
(Used in) Operating Activities (80,565)
CASH FLOWS FROM INVESTING
ACTIVITIES
Net Cash Provided by
(Used in) Investing Activities -
CASH FLOWS FROM FINANCING
ACTIVITIES
Payments on line
of credit (556)
Payments on loan
payable 2,261
Treasury stock -
Net Cash Provided
by (Used in) Financing Activities 1,705
Net Increase (Decrease) in Cash (78,860)
Cash at Beginning of Period 326,206
Cash at End of Period $ 247,346
Supplemental Cash
Flow Disclosures:
Cash paid during
period for interest $ 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, 2005 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, 2005 and
2004 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 Company's December 31, 2004 audited financial
statements. The results of operations for periods ended June 30, 2005 and 2004
are not necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's 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. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
As of June 30, 2005, the Company has $331,964 in total current assets,
compared to total current assets of $504,853 as of December 31, 2004. The major
factor in the reduction of current assets was the use of cash in operations to
fund the financial services operation. Also, contributing to the use of cash was
the Company defending itself in a lawsuit, which was ultimately dropped in late
June of 2005. The Company spent approximately $50,000 defending itself.
Currently the current assets are comprised of $61,272 in cash, $38,936 in
accounts receivable, $23,398 in available for sale securities, $ 8,988 in
prepaid expenses, $ 82,660 in loans receivable and $116,710 in trading
securities.
As of June 30, 2005, the Company has $71,522 in total current liabilities
compared to $97,742 as of December 31, 2004. Accounts payable decreased
approximately $12,260, which accounted for most of the decrease.
Results of Operations
For the three months ending June 30, 2005, the Company had a net loss of
$78,355 compared to a net loss of $57,096 for the same period of 2004.
Administrative expenses decreased by approximately $26,500 for the second
quarter of 2005 compared to the same period of 2004. The majority of this
increase can be attributed to legal fees incurred due to Company defending
itself in a lawsuit that was dropped in late June of 2005. Other than this
increase operating expenses were very comparable with the same period of the
year before.
The Company had revenues of $13,403 for the three months ended June 30,
2005, compared with $8,094 for the same period last year. This slight increase
is still not the increase in the financial services sector that management was
hoping for.
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
10
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, 2005, the Company had a net loss of
$136,817 compared to a net loss of $116,455 for the same period of 2004.
Administrative expenses increased by approximately $24,500 for the first six
months of 2005 compared to the same period of 2004. The majority of this
increase can be attributed to legal fees incurred due to Company defending
itself in a lawsuit that was dropped in late June of 2005. Other than this
increase operating expenses were very comparable with the same period of the
year before. Management further attributes this loss to the lack of business in
the financial services sector. For the first six months of 2005, the Company had
a loss of $14,529 from the sale of securities, compared to a net gain of $5,600
for the same period the year before. Also, the Company had a loss from
investment of $792 for the first six months of 2004, compared to $0 for the same
period of 2005.
The Company had revenues of $25,453 for the six months ended June 30, 2005,
compared with $19,394 for the same period last year.
Net Operating Loss
The Company has accumulated approximately $3,452,973 of net operating loss
carry-forwards as of June 30, 2005, 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
carry-forwards. The carry-forwards expire in the year 2025. In the event of
certain changes in control of the Company, there will be an annual limitation on
the amount of carry-forwards, 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 Company's periodic report filings with
the Securities and Exchange Commission.
11
Item 3. Controls and Procedures
As of June 30, 2005, the Company carried out an evaluation under the
supervision of the Company's President and Chief Financial Officer of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to the Securities Exchange Act Rules 13a-15(e) and
15d-15(e). Based on this evaluation, the Company's President and Chief
Financial Officer concluded that the Company's disclosure controls and were
effective at such time. However, prior to the date of the filing of this
Form 10-QSB/A and as a result of the Company's decision to amend this filing as
described under the "Explanatory Note" in this Form 10-QSB/A above, the Company
completed a second evaluation under the supervision of the Company's President
and Chief Financial Officer of the effectiveness of the design and operation of
the Company's disclosure controls and procedures as of June 30, 2005.
In connection with this second evaluation and based upon the Company's decision
to amend this filing for the fiscal year ended June 30, 2005, the Company's
President and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were not effective as of June 30, 2005. The Company
determined during June 30, 2005 the evaluation that a more thorough review of
the Company's financial statements and periodic filings needs to occur before
these items are filed with the SEC. The more thorough review process will be
effective for the first filing after February 15, 2006.
During the quarter ended June 30, 2005, there was no change in the Company's
internal controls over financial reporting that has materially affected, or
that is reasonably likely to materially affect, the Company's internal control
over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was named in a legal proceeding that was filed on October
5, 2004, in the Superior Court of California, County of San Diego, Central
Division, case number 836664. The principal parties to this action are the
plaintiffs, Kevin Smith and Canyon Capital Marketing, an entity controlled by
Smith, and the defendants, Triad Industries, Inc., Golden Age Homes, Inc.,
Robert M. Bryson and Signature Stock Transfer, Inc.
The above-mentioned lawsuit was dropped in late June of 2005.
ITEM 2. CHANGES IN SECURITIES
None.
As of June 30, 2005, the Company has 623,970 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
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None.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
a. 31.1 302 Certification of the President
b. 31.2 302 Certification of the CFO
c. 32.1 906 Certification of Linda Bryson
d. 32.2 906 Certification of Michael Kelleher
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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: February 17, 2006
By:/S/ Linda Bryson
Linda Bryson
President, Director
By:/S/ Michael Kelleher
Michael Kelleher
Secretary, Treasurer and
Director
S-1