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 September 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 September 30, 2005
Common Stock, $0.001 627,970
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Heading Page
Item 1. Consolidated Financial Statements 1-2
Consolidated Balance Sheets September 30, 2005
And December 31, 2004 3-4
Consolidated Statements of Operations for the nine months
Ended September 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 nine months
Ended September 30, 2005 and 2004 8
Notes to Consolidated Financial Statements 9
Item 2. Managements Discussion and Analysis and
Result of Operations 10-12
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 4. Submission of Matter to be a Vote of Securities Holders 13
Item 5. Other Information on Form 8-K 13
Item 6. Exhibits and Reports on 8K 13
Signatures S-1
ii
EXPLANATORY NOTE
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
September 30, 2005, filed with the Securities and Exchange Commission on
December 12, 2005, to correct the explanation of an error regarding, a
calculation that affects only the nine months year to date general and
administrative expenses by increasing this amount by $24,128. The entry does
affect net income by this same amount. These corrections are also contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 2 of Part I. This Amendmend No.2 on Form 10 QSB/A was also
filed to correct three other issues. 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/A 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 September 30, 2005, and
the related balance sheet of the Company as of December 31, 2004, which is
derived from the Company's audited financial statements, the un-audited
statement of operations and cash flows for the nine months ended September 30,
2005 and September 30, 2004 and the statement of stockholders equity for the
period of December 31, 2000 to September 30, 2005 are included in this document.
Operating results for the quarter ended September 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.
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 September 30,
2005, and the related consolidated statements of operations, statements of
comprehensive income, changes in stockholders' equity, and statements of cash
flows for the nine and three months ended September 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
November 10, 2005
Chula Vista, California
2
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
ASSETS
As of As of
September 30, December 31,
2005 2004
Unaudited
CURRENT ASSETS
Cash $148,606 $196,444
Accounts receivable 29,223 61,566
Available for sale securities 14,370 42,102
Trading securities - 121,768
Prepaid expenses - 8,987
Loan receivable 76,660 73,989
Total Current Assets 268,859 504,856
NET PROPERTY & EQUIPMENT 27,231 31,124
OTHER ASSETS
Investment in other companies 120,365 120,365
Total Other Assets 120,365 120,365
TOTAL ASSETS $416,455 $656,345
3
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
As of As of
September 30, December 31,
2005 2004
Unaudited
CURRENT LIABILITIES
Accounts payable $ 18,822 $ 31,432
Loans payable 56,439 63,717
Line of credit - 1,993
Client deposits 600 600
Total Current Liabilities 75,861 97,742
TOTAL LIABILITIES 75,861 97,742
STOCKHOLDERS' EQUITY
Preferred stock ($1.00 par
value, 10,000,000 shares
authorized -0- and 7,500 shares
issued and outstanding for
September 30, 2005 and
December 31, 2004, respectively) - 7,500
Common stock ($0.001 par value,
50,000,000 shares authorized
627,970 and 578,135 shares issued
and outstanding
as of September 30, 2005 and
December 31, 2004, respectively) 628 578
Additional paid-in capital 4,639,491 4,626,552
Treasury stock (10,989) -
Stock subscription receivable (62,500) (62,500)
Accumulated other comprehensive loss (706,505) (697,371)
Retained earnings (deficit) (3,519,531) (3,316,156)
Total Stockholders' Equity 340,594 558,603
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY $ 416,455 $ 656,345
4
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Operations
Nine Months Nine Months
Ended Ended
September 30, September 30,
2005 2004
Unaudited Unaudited
REVENUES
Consulting income $ 33,874 $ 138,417
Total Revenues 33,874 138,417
Costs of revenues (11,867) (37,653)
GROSS PROFIT 22,007 100,764
OPERATING COSTS
Depreciation expense 3,223 5,515
Bad debt 24,128 -
Administrative expense 192,826 229,435
Total Operating Costs 220,177 234,950
OPERATING INCOME (LOSS) (198,170) (134,186)
OTHER INCOME & (EXPENSES)
Interest income 2,674 3,308
Other income - 1,098
Dividend income 598
Other expenses - -
Net realized gain (loss) on
sale of marketable securities (8,477) 7,623
Loss in investment - (1,765)
Interest expense - (496)
Total Other Income & (Expenses) (5,205) 9,768
NET INCOME (LOSS) $(203,375) $ (124,418)$
BASIC EARNINGS (LOSS) PER SHARE $ (0.34) $ (0.22)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 599,202 573,953
Three Months Three Months
Ended Ended
September 30, September 30,
2005 2004
Unaudited Unaudited
REVENUES
Consulting income $ 8,421 $ 74,023
Total Revenues 8,421 74,023
Costs of revenues (1,764) (14,708)
GROSS PROFIT 6,657 59,315
OPERATING COSTS
Depreciation expense 995 2,106
Bad debt 24,128 -
Administrative expense 54,561 70,627
Total Operating Costs 79,684 72,733
OPERATING INCOME (LOSS) (73,027) (13,418)
OTHER INCOME & (EXPENSES)
Interest income 417 1,317
Other income - 368
Dividend income - -
Other expenses - 2,800
Net realized gain (loss) on
sale of marketable securities 6,052 2,023
Loss in investment - (973)
Interest expense - (80)
Total Other Income & (Expenses) 6,469 5,455
NET INCOME (LOSS) $ (66,558) $ (7,963)
BASIC EARNINGS (LOSS) PER SHARE $ (0.11) $ (0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 625,437 578,135
5
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Comprehensive Income (Loss)
Nine Months Nine Months
Ended Ended
September 30,September 30,
2005 2004
Unaudited Unaudited
Net Income (Loss) - Net of Tax $(203,375) $(124,418)
Other Comprehensive Income (Loss) :
Unrealized gain (loss) on securities (9,134) (28,846)
Total Other Comprehensive Income (Loss) (9,134) (28,846)
Other Comprehensive Income (Loss) Before Income Taxes (9,134) (28,846)
Income Tax (Provision) Benefit
related to Items of Comprehensive Income (Loss) - 4,323
Total Other Comprehensive Income (Loss) $ (9,134) $ (24,523)
Nine Months Nine Months
Ended Ended
September 30, September 30,
2005 2004
Unaudited Unaudited
Net Income (Loss) - Net of Tax $(66,558) $ (7,963)
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 September 30, 2005
PreferredPreferred Common Common Treasury
Shares Stock Shares Stock 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 (11,000) (11) (10,989)
Convert Preferred stock to common(7,500) (7,500) 15,000 15
Other comprehensive loss September 30, 2005
Net loss for the nine months ended
September 30, 2005
Balance, September 30, 2005 (Unaudited) - $ - 627,970 $ 628 $ (10,989)
Additional Stock
Paid-in Subscript Retained
Capital Receivabl Earnings
(Deficit)
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
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 ratio 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 December 31, 2004
Net loss for the year ended
December 31, 2004 - - (184,490)
Balance, December 31, 2004 4,626,552 (62,500) (3,316,156)
Stock issued on January 26, 2005 for
accrued services rendered @ $0.12 a share 5,454
Treasury stock
Convert Preferred stock to common 7,485
Other comprehensive loss September 30, 2005
Net loss for the nine months ended
September 30, 2005 - - (203,375)
Balance, September 30, 2005 $ 4,639,491 $ (62,500 $(3,519,531)
Accumulated
Other Total
Comprehensive
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 1 ratio - -
Other comprehensive loss December 31, 2002 (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 December 31, 2004 (44,286) (44,286)
Net loss for the year ended
December 31, 2004 (184,490)
Balance, December 31, 2004 (697,371) 558,603
Stock issued on January 26, 2005 for
accrued services rendered @ $0.12 a share - 5,500
Treasury stock - (11,000)
Convert Preferred stock to common- -
Other comprehensive loss September 30, 2005 (9,134) (9,134)
Net loss for the nine months ended
September 30, 2005 - (203,375)
Balance, September 30, 2005 $ (706,505) $ 340,594
7
TRIAD INDUSTRIES, INC.
(Formerly RB Capital & Equities, Inc.)
Consolidated Statements of Cash Flows
Nine Months Nine Months
Ended Ended
September 30, September 30,
2005 2004
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(203,375) $(124,418)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation expense 3,223 5,515
Common stock issued for services 5,500 5,500
(Increase) decrease in available
for sale securities 135,308 17,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 32,343 (54,659)
(Increase) decrease in prepaid expenses 8,987 (8,988)
(Increase) decrease in loan receivable (2,671) -
Increase (decrease) in accounts payable (12,610) 307
Increase (decrease) in security deposits - 1,224
Net (gain) / loss on investments - 1,765
Purchase of trading securities 5,058 -
Net Cash Provided by (Used in)
Operating Activities (28,237) (156,754)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease fixed assets 670 -
Net Cash Provided by (Used in)
Investing Activities 670 -
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on line of credit (1,993) (1,603)
Payments on loan payable (7,278) 918
Treasury stock (11,000) -
Net Cash Provided by (Used in)
Financing Activities (20,271) (685)
Net Increase (Decrease) in Cash (47,836) (157,439)
Cash at Beginning of Period 196,444 411,614
Cash at End of Period $ 148,608 $ 254,175
Supplemental Cash Flow Disclosures:
Cash paid during period for interest $ - $ 496
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 $ - $ 17,000
Three Months Three Months
Ended Ended
September 30, September 30,
2005 2004
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (66,558) $ (7,963)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation expense 995 2,106
Common stock issued for services - -
(Increase) decrease in available
for sale securities 123,188 (21,949)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 9,713 44,978
(Increase) decrease in prepaid expenses 8,988 (8,988)
(Increase) decrease in loan receivable 6,000 -
Increase (decrease) in accounts payable (407) (4,230)
Increase (decrease) in security deposits - 1,224
Net (gain) / loss on investments - 973
Purchase of trading securities - 3,040
Net Cash Provided by (Used in)
Operating Activities 81,919 9,191
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease fixed assets 670 -
Net Cash Provided by (Used in)
Investing Activities 670 -
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on line of credit (662) (619)
Payments on loan payable 5,408 (1,743)
Treasury stock - -
Net Cash Provided by (Used in)
Financing Activities 4,746 (2,362)
Net Increase (Decrease) in Cash 87,336 6,829
Cash at Beginning of Period 61,272 247,346
Cash at End of Period $ 148,608 $ 254,175
Supplemental Cash Flow Disclosures:
Cash paid during period for interest $ (322) $ 9,032
Cash paid during period for taxes $ - $ -
Schedule of Non-Cash Activities:
Common stock issued for accrued services $ - $ -
Common stock received for services $ - $ 17,000
8
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying September 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 September 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 September 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. Managements Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
As of September 30, 2005, the Company has $268,859 in total current assets,
compared to total current assets of $504,856 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
September of 2005. The Company spent approximately $50,000 defending itself.
Currently, the current assets are comprised of $148,606 in cash, $29,223 in
accounts receivable, $14,370 in available for sale securities and $ 76,660 in
loans receivable.
As of September 30, 2005, the Company has $75,861 in total current
liabilities compared to $97,742 as of December 31, 2004. Accounts payable
decreased $12,610 and loans payable decreased $ 7,278, which accounted for most
of the decrease.
Results of Operations
For the three months ending September 30, 2005, the Company had a net loss of
$66,558 compared to a net loss of $7,963 for the same period of 2004.
Administrative expenses decreased by approximately $16,000 for the third quarter
of 2005 compared to the same period of 2004. The majority of this decrease can
be attributed to reduced salaries and wages. The decrease in salaries and wages
was approximately $13,000. This has occurred do to the poor financial
performance of the Company. Other than this decrease operating expenses were
very comparable with the same period of the year before. Also, contributing to
the loss was the Company writing off receivables of $24,128. The collection of
the receivables became unsure so management determined these receivables to be
impaired.
The Company had revenues of $8,421 for the three months ended September 30,
2005, compared with $74,023 for the same period last year. Management cannot
attribute the decrease in revenues to any thing but a significant decrease in
clients requesting services.
10
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 nine months ending September 30, 2005, the Company had a net loss of
$203,375 compared to a net loss of $124,418 for the same period of 2004.
Administrative expenses decreased by approximately $60,737 for the first nine
months of 2005 compared to the same period of 2004. A significant portion of
this decrease can be attributed to reduced salaries and wages. The decrease in
salaries and wages was approximately $23,000. This has occurred do to the poor
financial performance of the Company. Also contributing to the decrease is the
lack of rental payments for lease space. The Company's President Linda Bryson is
providing four hundred and fifty square feet of office space to the Company.
This has accounted for approximately $20,000 in decreased costs for the first
nine months of the year. Other than these decreases 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 nine months of 2005, the Company had a loss of $8,477 from the
sale of securities, compared to a net gain of $7,623 for the same period the
year before.
The Company had revenues of $33,874 for the nine months ended September 30,
2005, compared with $138,417 for the same period last year. Management cannot
attribute the decrease in revenues to any thing but a significant decrease in
clients requesting services.
Net Operating Loss
The Company has accumulated approximately $3,519,531 of net operating loss
carry-forwards as of September 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
11
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.
Item 3. Controls and Procedures
As of September 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 September 30, 2005. In connection with this second evaluation and based
upon the Company's decision to amend this filing for the fiscal year ended
September 30, 2005, the Company's President and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were not
effective as of September 30, 2005. The Company determined during September
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 September 30 2005, there was no change in the C
ompany'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 September of 2005.
ITEM 2. CHANGES IN SECURITIES
On September 22, 2005, a holder our preferred securities converted their
shares to common. This reduced the number of outstanding preferred shares from
7,500 to zero and increased our outstanding common shares by 15,000.
As of September 30, 2005, the Company has 638,970 shares of common stock
issued and outstanding.
12
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. 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
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