UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended - September 30, 2002 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 000-30769 TRIDENT SYSTEMS INTERNATIONAL INC. (Name of Small Business Issuer in its charter) Nevada 87-0419231 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 3592 Route 22 West Whitehouse New Jersey 08888 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 53-1446 180 Newport Center Drive Suite 100 Newport Beach California 92660 _____________________ (Former name, former address and former fiscal year if changed since last report). Indicate by check mark 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), and (2) has been subject to such filing requirements for the past 90 days. YES [x] NO [ ] There were 7,270,876 shares of common stock outstanding having a par value of $0.001 per share as of September 30, 2002. Documents Incorporated by Reference Certain exhibits listed in Item 6 of Part II have been incorporated by reference. An index to Exhibits appears with Item 6. THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS QUARTERLY REPORT AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY, WITH RESPECT TO (I) THE COMPANY'S PRODUCT DEVELOPMENT AND FINANCING PLANS, (II) TRENDS AFFECTING THE COMPANY'S FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (III) THE IMPACT OF COMPETITION AND (IV) THE EXPANSION OF CERTAIN OPERATIONS. ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. 1 TRIDENT SYSTEMS INTERNATIONAL, INC. FINANCIAL STATEMENTS AND AUDITOR'S REPORT FOR THE QUARTER ENDED SEPTEMBER 30, 2002 CONTENTS PAGE FINANCIAL STATEMENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3 (F2) BALANCE SHEET 4 (F3) STATEMENTS OF INCOME 5 (F4) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 6 (F5) STATEMENTS OF CASH FLOWS 8 (F7) NOTES TO FINANCIAL STATEMENTS 9 (F8) 2 JOSEPH TROCHE 32 Main Street Certified Public Accountants Hastings on Hudson NY 10706 Member AICPA & NYSSCPA Telephone 914-478-1432 Fax 914-478-1475 Board of Directors Trident Systems International, Inc. RE: TRIDENT SYSTEMS INTERNATIONAL, INC. REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We have reviewed the accompanying balance sheet of Trident Systems International, Inc., as of September 30, 2002, the statement of changes in stockholders' equity for the three months ended September 30, 2002 and September 30, 2001, and the related statements of income and cash flows for the three months periods ended September 30, 2002 and September 30, 2001, in accordance with Statements on Standards for Accounting and 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 Trident Systems International, Inc. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. /s/Joseph Troche, CPA November 12, 2002 Joseph Troche, CPA 32 Main Street Hastings on Hudson NY 10706 3 (F2) TRIDENT SYSTEMS INTERNATIONAL, INC. BALANCE SHEETS September 30, 2002 CURRENT ASSETS Cash $ - Marketable Equity Securities - Investment in Telcoenergy, LLC 6,830,430 Total Current Assets $ 6,830,430 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 52,231 Notes Payable Related Party 43,686 Total Current Liabilities 95,917 STOCKHOLDERS' EQUITY Common Stock 50,000,000 shares authorized at $0.001 par value; 7,270,876 shares issued and outstanding at September 30, 2002 7,271 Preferred Stock-authorized 10,000,000 shares; par value $.001; 4,500,001 shares issued and outstanding on September 30, 2002 4,501 Capital in excess of par value 11,132,191 Accumulated Deficit (4,409,450) Total Stockholders' Equity 6,734,513 Total Liabilities and Shareholders' Equity $ 6,830,430 The accompanying notes are an integral part of these financial statements. 4 (F3) TRIDENT SYSTEMS INTERNATIONAL, INC. STATEMENTS OF OPERATIONS For the Quarters Ended September 30, 2002 and 2001 September 30, 2002 2001 REVENUES $ - $ 483,424 COST OF SALES - 357,164 GROSS PROFIT - 126,261 EXPENSES 1,406 417,029 NET LOSS FROM OPERATIONS BEFORE TAXES (1,406) (290,768) PROVISION FOR TAXES - - Operating Loss of subsidiary (27,762) NET LOSS (Operations) $(29,168) $(290,768) Loss on Marketable Securities Market Adjustment (1,651,776) Loss on Discontinued Operations (1,500,000) NET LOSS $(3,180,544) NET LOSS PER COMMON SHARE Basic $(0.481) $ (0.039) Average Outstanding Shares Basic 7,270,876 7,270,876 The accompanying notes are an integral part of these financial statements. 5 (F4) TRIDENT SYSTEMS INTERNATIONAL, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Period: Quarter Ending September 30, 2002 Capital in Common Stock Excess of Accumulated (Shares) Amount Par Value Deficit Balance December 31, 2000 2,512,296 $ 2,512 $433,409 $(451,971) Issuance of shares for Purchase of JBE Electronics 1,500,000 1,500 Issuance of shares for Purchase of eKomart, Inc. 800,000 800 Issuance of shares for Purchase of Sea Hunt/Telco 400,000 400 8,702,808 Issuance of shares for Purchase of Futronix 400,000 400 Issuance of shares to Consultants 1,360,000 1,360 Issuance of shares to Officer 500,000 500 Rescission of JBE and eKomart (201,420) (201) TOTAL 7,270,876 7,271 6 (F5) TRIDENT SYSTEMS INTERNATIONAL, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Period: Quarter Ending September 30, 2002 (continued) Preferred Shares: Issuance of 3,000,000 Stock Purchase to A. Sporn 3,001 1,996,974 Issuance of 1,000,000 for Subsidiary Purchase 1,500 Balance at December 31, 2001 Common Shares 7,270,876 7,271 Preferred Shares 4,000,000 4,501 Net Loss For Fiscal Year 2001 (750,119) Balance December 31, 2001 11,772 11,132,191 (1,202,090) Net Loss For Quarter Ended March 31, 2002 (26,416) Net Loss For Quarter Ended June 30, 2002 (3,180,544) Balance September 30, 2002 11,772 11,132,191 (4,409,450) Investment in Telcoenergy, LLC.: Balance on Purchase: 8,358,192 Loss on Sea Hunt (1,500,000) Profit(Loss) (27,762) Balance December 31, 2001 6,830,430 The accompanying notes are an integral part of these financial statements. 7(F6) TRIDENT SYSTEMS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS September 30, 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (Loss) $ (1,406) $ (290,890) Adjustment to reconcile net income to net cash provided by operating activities - 21,909 Accounts receivable - net - 40,866 Accounts receivable - factored - 11,797 Inventories - 25,915 Accounts payable - 12,506 Working capital advance - 59,160 Other payable - (21,059) - (139,795) CASH FLOWS FROM INVESTING ACTIVITIES Security deposits - (3,877) Marketable securities/ investment - (2,969,991) Acquisition of property and equipment - (1,322) (2,975,189) CASH FLOWS FROM FINANCING ACTIVITIES Capital contribution - - Issuance of Preferred Stocks - 3,000,000 Loans from shareholders 1,406 51,307 Accrued interest - (549) Payments for equipment loans - (15,749) Payments for notes and bank loans - (12,205) 1,406 3,087,804 INCREASE (DECREASE) IN CASH - (27,181) CASH BALANCE- beginning - 391,333 CASH BALANCE- 3/31/01 - 364,152 The accompanying notes are an integral part of these financial statements. 8(F7) TRIDENT SYSTEMS INTERNATIONAL, INC. Notes to Financial Statements 1. ORGANIZATION AND BUSINESS The Company was incorporated under the laws of the State of Utah on August 25, 1980 with authorized capital stock of 5,000,000 shares at $0.001 par value with the name of "Business Ventures Corporation". On August 18, 1983 the Company's name was changed to "Cherry Creek Gold Corporation" in connection with a merger with a company of the same name and the authorized common stock was increased to 50,000,000 shares with the same par value. On December 30, 1994 the Company changed its name to "Toner Systems International, Inc." and on February 9, 1998 changed its domicile to the State of Nevada. On January 25, 2001 the Company changed its name to "Trident Systems International, Inc." On March 29, 2001 the Company filed amended articles authorizing 10,000,000 shares of preferred stock at a par value of $.001. On March 2, 1998 the Company completed a reverse stock split of one common share for 1,000 shares of outstanding stock and on January 26, 2001 a reverse stock split of 1 share for each 4 outstanding shares. This report has been prepared showing the name "Trident Systems International Inc." and after stock split shares from inception. Between January 24, 2001 and March 19, 2001, the Company purchased J.B.E. Electronics, Inc., eKomart, Inc., Futronix, Inc., Sea Hunt, LLC. Telcoenergy. LLC. The purchases of eKomart and J.B.E. were subsequently rescinded. In January of 2002, and Sea Hunt ceased operations. Futronix is presently the subject of litigation (see Note 5). The financial statements do not reflect the operation of the rescinded transactions. Sea Hunt did not have any significant impact on the financial position of the Company. Currently, the operation of Telcoenergy, LLC. is the sole operation of the Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy The Company has not yet adopted a policy regarding payment of dividends. Income Taxes On September 30, 2002 the Company had a net operating loss carry forward of $452,771. The Company has had a substantial change in its stockholders and the loss carry forward will not be available for a carryover. 9(F8) TRIDENT SYSTEMS INTERNATIONAL, INC. Notes to Financial Statements (Continued) Basic and Diluted Net Income (Loss) Per Share Basic net income (Loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (Loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. Financial Instruments The carrying amounts of financial instruments, including accounts payable, are considered by management to be their estimated fair values. Comprehensive Income The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity. Recent Accounting Pronouncements The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. Estimates and Assumptions Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 3. RELATED PARTY TRANSACTIONS AND NOTE PAYABLE The Director's Note is a non-interest bearing loan made to the Company in 2001. The funds were utilized to provide cash flow for the Company and its subsidiaries. The President of the Company, Alan Sporn, was issued 3,000,000 preferred Voting non-convertible shares in 2001 as consideration for an investment of $3,000,000 in marketable securities into the Company. The Marketable Securities were revalued in July, 2001 to $1,999,975. In January, 2001, the President, Mr. Sporn, received one preferred share convertible into 20,000,000 common shares as an antidilutive measure. The President of the Company purchased the Marketable Securities in September, 2002, at their fair market value of $348,199. The transaction was completed by reducing the Notes payable by the equivalent amount. The loss in value of the Securities was recorded as a loss in the Market Value of Marketable Securities. 10(F9) TRIDENT SYSTEMS INTERNATIONAL, INC. Notes to Financial Statements (Continued) 4. GOING CONCERN The Company has cash reserves to continue operations for the current year. 5. FUTRONIX PURCHASE On March 19, 2001 the Company acquired the controlling interest in Futronix, Inc. The terms of the transaction included the issuance of 400,000 common shares of the Company and notes payable of $325,000 due in March through May 2001. The legality purchase of Futronix is a matter before the Florida courts. The former owners of Futronix have asserted that the transaction is void. Management is of the opinion that the sale will be held as valid. However, the litigation will likely be protracted. As a result, the operations of Futronix are not included in the financial statements, and the shares paid for Futronix have not been released. To date, $55,000 has been paid towards the purchase price. 6. SUBSEQUENT EVENTS On October 17th, 2002 the Company acquired the controlling interest in AAMPRO,Inc. 11(F10) PART I. Item 2. Description of Business and Management's Discussion THE BUSINESS Telcoenergy, LLC., the sole subsidiary of the Company, was formed in 2000 in the state of Oklahoma. Through its subsidiary, OGC Pipelines, LLC. Telcoenergy owns, maintains and leases gas pipeline easements, primarily in the State of Oklahoma. OGC has placed no book value on the physical pipelines that are buried in the right-a-ways (easements). However, in light of a more favorable US energy plan after September 11th, 2001, and higher natural gas prices, OGC plans to reactivate certain key pipelines located where there is "shut in" gas production. The opportunity also exists for OGC to put under contract prime acreage that has not been leased, because there are no active gas lines in the area. Although extensive testing is still required, it appears that a significant portion of the pipelines OGC plans to reactivate are in good physical condition. Therefore, we expect to begin operations at a minimum cost, by charging a fee to transport gas to neighboring low-pressure gathering systems. This avoids the up-front expense of renting compressors, and installing taps into interstate transmission lines. The key is to reactivate lines on an as-need basis in coordination with the drilling activity in the area. OGC already owns the right-of-ways, which is the hardest and most time consuming requirement to building a gas gathering system. OGC can benefit from the strategic location of its pipelines to develop, gather, transport and market underlying gas reserves. The Company already owns the biggest cost item, which are the pipelines. Unlike the activities in interstate gas transportation, GTM (gathering, transport and marketing) activities are unregulated. They involve gathering natural gas at the wellhead, processing it to extract higher-value natural gas liquids (NGLs), and transporting the product to the interstate-pipeline grid for delivery to end-users. The attributes of independent GTMs leave them singularly well situated to capitalize on fluctuating commodity prices. Because federal law expressly prohibits FERC regulation of intrastate gas gathering, GTMs can earn higher returns than are available from interstate gas transportation, and they can retain the cost savings generated as efficiently as possible. GTMs typically have very low maintenance-capital requirements, resulting in substantial free cash flow, and they often use percentage-of-proceeds contracts that enable them to participate in commodity price movements. Once the core GTM business is fully operational OGC plans combining certain compatible natural gas assets and natural gas related businesses, to create an environmentally conscious energy company. Technological breakthroughs in production and end use have turned natural gas into a primary energy source in this country. Natural gas is environmentally friendly. The Company plans to be at the cutting edge of implementing new natural gas related technologies in its business plan. By effecting gas swaps through the interstate gas pipeline system, OGC can deliver its gas to strategic natural gas related technology partners and end users nationwide. By pursuing a forward integration marketing program OGC believes that it can sell energy at prices which should exceed what the Company would otherwise earn selling its production on the spot market. 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS. The following discussion should be read in conjunction with the information contained in the Financial Statements of the Company, and the Notes thereto appearing elsewhere herein, and in conjunction with the Balance Sheet at December 31, 2001 and Income Statement for the year ended December 31, 2001 contained in the Company's Annual Report 10-KSB. RESULTS OF OPERATIONS The Financial data for the quarter ended September 30, 2001 reflect the purchase of JBE Electronics in February, 2001, eKomart in late February, 2001, and Futronix, Sea Hunt, and Telcoenergy in late March 2001. The purchases of eKomart and JBE have since been rescinded, and any comparison to the financial results of the first quarter of March 2002 would not be meaningful. The company had no sales revenues for the quarter ended September 30, 2001, which showed revenues of $483,424. During this quarter, the Company was actively seeking opportunities for growth through internally developing its pipeline business as opposed to growth by acquisition. Management came to the conclusion that it would devote its energies to the development of its current business, and has spent the current quarter in planning for that growth. Gross profit for the first quarter of 2001 were $126,621, as compared to $0 for quarter ended September 30, 2002. General and Administrative expenses were $417,029 for the quarter ended June 30, 2001, compared to $1,406 for the same period in 2002. This large decrease in General and Administrative expenses for the period in 2002 is due totally to the disposition of the subsidiaries through rescission of the original purchase agreements. The operating loss for the quarter ended June 30, 2002 was ($29,168) as compared to an operating loss for the first quarter of 2001 of $290,768. The net loss for the quarter ended June 30, 2002 was ($3,180,544), as compared to a net loss for the first quarter of 2001 of ($290,768). This increase was due to the write down of the market value of the marketable securities and the loss due to discontinuing the Sea Hunt operations. The pipeline operation entailed a loss of $27,762 on sales of $856. LIQUIDITY AND CAPITAL RESOURCES. The current cash and working capital position of the company will support continuation of operations at current levels for the next year. However, plans for the growth and development of the company's business will require the infusion of approximately $2,000,000 to expand the pipeline operation. If a significant portion of this is not raised, the company may have to curtail some or all of its activities. 13 MATERIAL EVENTS: Trident Systems International, Inc. (the "Company") was incorporated under the laws of the State of Utah on August 25, 1980 under the name of Business Ventures Corporation ("Ventures"), for the primary purpose of developing mining properties and exploration for oil and gas. In August, 1983, Ventures merged with Cherry Creek Gold Corporation and changed its name to Cherry Creek Gold Corporation (Cherry Creek). Cherry Creek underwent a name change to Toner Systems International Inc. (Toner)in 1994, and attempted to enter the toner cartridge industry, which was subsequently abandoned. On August 18, 1997 the shareholders of the Company authorized a change of domicile of the Company to the State of Nevada by means of merger with and into a Nevada corporation formed by the Company for this purpose. In January, 2001, the Company changed its name to Trident Systems International, Inc. The Company, from January 24, 2001 to March, 2001 purchased J.B.E. Electronics, Inc., eKomart, Inc., Futronix, Inc., Sea Hunt, LLC., Telcoenergy, LLC., and Satellite Marine Services, Inc. It was the intention of the Company to develop by acquisition a high technology division as well as a division to acquire and grow traditional "brick and mortar" type operations. The Company intended to use its shares as currency. for both acquisition and funding of the acquired businesses. While certain of the acquisitions, namely Telcoenergy, LLC. have, in the opinion of management, been successful, various problems have arisen as to the other acquisitions. Because of misrepresentation and omissions of material facts by management or affiliates of Satellite Marine, the acquisition has been rescinded and all shares issued in connection therewith have been canceled. The JBE and eKomart purchases were also rescinded. Sea Hunt, LLC. ceased operations at the end of 2001. It has been determined that the company's operations could not be revived, so the terminal loss of $1,500,000 was recorded on the books of Trident. During the quarter, the President purchased the Marketable Securities at current market price, thus stopping the eroding of the value of the assets. The asset pool, due primarily to market conditions, had eroded from $1,999,975 in June of 2001 to approximately $348,000 in June of 2002. It currently appears that the value will continue to erode over the next year, so the transaction was effected to maximize the value of the assets in reducing debt owed to the President of the Company. The purchase was a cashless transaction, effected through the reduction in the notes payable to the president. Management has also expressed a concern that the price of its stock had been adversely affected by significant and possibly unlawful short sales. Management is currently planning legal action and sought legal counsel against those involved in the short-selling of its stock. Management feels that the short selling was directly responsible for the failure of the eKomart and JBE business ventures and the retardation in the growth of Telcoenergy, LLC., as well as the failure of the Sea Hunt business. 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is currently not a party to any pending or threatened litigation of a meritorious or material nature or that could result in a significant financial impact, except as disclosed herein. From time to time the Company may be involved in lawsuits in the normal course of its business, that do not have a material impact upon the Company. BrandAid Marketing Corporation (formerly known as Salient Cybertech, Inc.) is currently attempting to obtain a declaratory judgment in Florida circuit court to confirm its ownership of Futronix, Inc., and to thereby confirm the sale of Futronix to Trident. Trident has currently taken no position with respect to this law suit, but has, to date, awaited its outcome. To date Trident has advanced $55,000 as against the said sale, and the shares issued to Salient are being held back pending the resolution of this matter. On April 27, 2001, the Company entered into a purchase and sale agreement to purchase Satellite Marine Services, Inc. The transaction involved Satellite Marine having $2,000,000 in its accounts. Satellite Marine did not have the requisite funds, and, despite numerous representations by the management that the funds were indeed a real asset of Satellite Marine's, no evidence of the funds were ever forthcoming. As a result, the purchase was rescinded and the matter has been referred to the U.S. Attorneys office for investigation. The Company has currently commenced litigation against Satellite Marine, and its owners for fraud and misrepresentation. Item 2. Changes in Securities. None. Item 3. Defaults. None. Item 4. Submission Of Matters To A Vote Of Security Holders. NONE. Item 5. Other Information. Item 6. Exhibits and Reports on Form 8-K 15 (a) Exhibits 1. Incorporated by reference: Quarterly and Annual Reports on Form 10-QSB and 10-KSB, respectively, as filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934. 24.6 Consent of Registrant's Auditors 99.1 Certification of CEO and CAO Respecting Financial Disclosure. (b) Reports on Form 8-K Report filed on Form 8-K dated October 23, 2002 reporting the acquisition by the Company of acquired Professional Employer Consulting Services, Inc. (c) Other Filings Incorporated by Reference. 1. Form 10-SB12G, filed on June 8, 2000 registering the common shares and preferred shares of Toner Systems International, Inc. (the previous name of Trident). 2. Form 10-SB12G/A, filed on July 7, 2000, updating the information in the original Form 10-SB12G filed on June 8, 2000. 16 Signatures In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Trident Systems International, Inc. Dated: November 14, 2002 By: /s/ Stephen L. Farkas ------------------------------- Stephen L. Farkas President and CEO 17