UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
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Commission file number 0-30351
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TRUE HEALTH, INC.
(Exact name of small business issuer as specified in its charter)
Utah 75-2263732
(State or other jurisdiction
of incorporation or (IRS Employer Identification No.)
organization)
5 Tansey Circle, Mesquite, Texas 75149
(Address of principal executive offices)
(972) 644-1200
(Issuer's telephone number)
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
Par Value $0.01 Per Share
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______
As of March 31, 2003, there were outstanding 258,393 shares of True Health,
Inc., Common Stock, par value $.01.
Transitional Small Business Disclosure Format (Check one):Yes No x
FORM 10-QSB
TRUE HEALTH, INC.
Index to Form 10-QSB
PART I
FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet as of March 31, 2003
Statements of Income (Loss) for the Three Months Ended March 31, 2003 and 2002
Statements of Cash flows for the Three Months Ended March 31, 2003 and 2002
Notes to Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PART II
OTHER INFORMATION
Item 1
SIGNATURES
TRUE HEALTH, INC.
(A development stage enterprise)
Balance Sheet
March 31, 2003
(Unaudited)
--------------------------------------------------------------------------------
March 31,
2003
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ASSETS
Current assets:
Cash $ 2,343
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Total assets $ 2,343
====================
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 15,106
Due to related parties 12,900
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Total current liabilities 28,006
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STOCKHOLDERS' DEFICIT
Common stock, $.01 par value, 100,000,000 shares authorized
258,393 shares issued and outstanding 2,584
Capital in excess of par value 1,010,375
Accumulated deficit:
Prior operating accumulated deficit (1,032,540)
Accumulated during the development stage (6,082)
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Total stockholders' deficit (25,663)
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Total liabilities and stockholders' equity $ 2,343
====================
TRUE HEALTH, INC.
(A development stage enterprise)
Statements of Income
(Loss)
For The Periods Ended
March 31, 2003 and
2002
(Unaudited)
--------------------------------------------------------------------------------
Cumulative,
January 1, 2003
Through
March 31, Quarter Ended March 31,
--------------------------------------------------
2003 2003 2002
--------------------- ---------------------- ------------------------
Development stage operations:
Revenues $ - $ - $ -
--------------------- ---------------------- ------------------------
General and administrative expenses 6,018 6,018 -
--------------------- ---------------------- ------------------------
Loss from operations (6,018) (6,018) -
--------------------- ---------------------- ------------------------
Other income (expense), Interest expense (64) (64) -
--------------------- ---------------------- ------------------------
Total other income (expense) (64) (64) -
--------------------- ---------------------- ------------------------
Income (Loss) from development stage operations (6,082) (6,082) -
Discontinued operations:
(Loss) from discontinued operations - - (3,303)
--------------------- ---------------------- ------------------------
Net income (loss) $ (6,082) $ (6,082) $ (3,303)
===================== ====================== ========================
Income (Loss) per common share, basic
Continuing operations $ (0.02) -
Discontinued operations - (0.04)
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$ (0.02) $ (0.04)
====================== ========================
Weighted average number of shares outstanding 258,393 94,016
====================== ========================
TRUE HEALTH, INC.
(A development stage enterprise)
Statements of Cash Flows
For The Periods
Ended March 31, 2003 and 2002
(Unaudited)
--------------------------------------------------------------------------------
Cumulative,
January 1, 2003
Through
March 31, Quarter Ended March 31,
----------------------------------------------
2003 2003 2002
--------------------- ------------------- ----------------------
Cash flows from operating activities:
Net income (loss) $ (6,082) $ (6,082) $ (3,303)
Adjustments to reconcile net income to cash provided
(used)
by operating activities:
Depreciation - - 62
Changes in current assets and liabilities:
Inventory - - (374)
Accounts payable and accrued expenses 4,657 4,657 3,673
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Net cash flows from operating activities (1,425) (1,425) 58
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Cash flows from investing activities - - -
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Cash flows from financing activities:
Stock issued for services - - 10,000
Less, Amount recorded as prepaid expenses - - (10,000)
Advances from related parties 2,900 2,900 (436)
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Net cash flows from financing activities 2,900 2,900 (436)
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Net increase (decrease) in cash and cash equivalents 1,475 1,475 (378)
Cash and cash equivalents:
Beginning of period 868 868 478
--------------------- ------------------- ----------------------
$ $ $
End of period 2,343 2,343 100
===================== =================== ======================
Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes - - -
Non-cash financing and investing activities:
Stock issued for services - - 10,000
TRUE HEALTH, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 - Basis of presentation:
The financial statements include the accounts of True Health, Inc. The Balance
Sheets as of March 31,2003, the Statements of Income
(Loss) and the Statements of Cash Flows for the three months ended March 31,
2003 and 2002 have been prepared by the Company without
audit. In the opinion of management, these financial statements include all
adjustments necessary to present fairly the financial
position, results of operations and cash flows for the periods ended March 31,
2003 and 2002. All adjustments made have been of a
normal recurring nature. Certain information and footnote disclosures normally
included in the financial statements prepared in
accordance with U.S. generally accepted accounting principles have been
condensed or omitted. The Company believes that the
disclosures included are adequate and provide a fair presentation of interim
period results. Interim financial statements are not
necessarily indicative of financial position of operating results for an entire
year. It is suggested that these interim financial
statements be read in conjunction with the audited financial statements and the
notes thereto included in the Company's Form 10-KSB
for the year ended December 31, 2002 filed with the United States Securities
and Exchange Commission (SEC) on or about April 15, 2003.
Note 2 - The Company, nature of operations:
True Health, Inc. (the Company) is a Utah corporation. Since January 1, 2003,
the Company has not been engaged in an active
business, and has been deemed to be in the development stage. As such, it is
searching for equity and/or debt capital, and is
exploring various business opportunities. Prior to December 31, 2002, it was
an operating company engaged in marketing nutrition
supplement/meal replacement products under the brand name of True Health
Products.
The accompanying financial statements have been prepared on the basis of U.S.
generally accepted accounting principles applicable to
development stage enterprises.
Note 3 - Reverse split in common stock:
Effective February 18, 2003, the Company effected a 1 for 65 reverse split of
its common stock, under which each shareholder received
1 new share of stock for each 65 formerly held. The 1 for 65 reverse split has
been retroactively presented in the accompanying
financial statements.
Note 4 - Going concern:
The Company has experienced losses in eight of the previous ten years. Losses
amount to more than $1,000,000 on a cumulative basis.
At March 31, 2003, current liabilities exceeded current assets by approximately
$25,000, resulting in a working capital deficiency;
there is also a capital deficit of the same approximate amount. As indicated
above, management is currently seeking outside
financing and/or equity investors and is exploring business opportunities.
However, there is no assurance that these efforts will be
successful. Accordingly, the Company must rely on its officers and directors
to perform essential functions without compensation
until a business operation can be commenced. These factors raise substantial
doubt about the ability of the Company to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The company had no sales year-to-date for the three months ending March 31,
2003, versus $6,336 for the same period of 2002. During
the quarter ended March 31, 2003, sales were down $6,336 from the preceding
year. The decrease in sales resulted primarily from
Company management's focus on raising additional equity capital. Year-to-date
selling, general, and administrative expenses decreased
to $6,082 from $8,372, primarily due to management's ability to control costs.
Year-to-date net loss increased to $6,082 from $3,303.
The Company had total assets of $2,343 at March 31, 2003, compared to $868 at
December 31, 2002, an insignificant change.
Part II - Other Information
ITEM 1 - Legal Proceedings:
None.
ITEM 2 - Changes in Securities:
In February 2003, the Company completed a reverse stock split whereby each
sixty-five (65) shares of the Corporation's $0.01 par
value common stock outstanding were converted into one (1) share of the
Corporation's $0.01 par value common stock. Concurrently
therewith, the Company's ticker symbol changed from TRHH to TRHL.
ITEM 3 - Defaults Upon Senior Securities:
None.
ITEM 4 - Submission of Matters to a Vote of Security Holders:
The Company had no matters put to a vote of the security holders during the
first quarter.
ITEM 5 - Other Information:
This form 10-QSB includes or may include certain forward-looking statements
concerning the Company's financial position, business
strategy, budgets, projected costs and plans and objectives of management for
future operations as well as other statements including
words such as "anticipate," "believe," "plan," "estimate," "expect," "intend,"
and other similar expressions. Although the Company
believes its expectations reflected in such forward-looking statements are
based on reasonable assumptions, readers are cautioned
that no assurance can be given that such expectations will prove correct and
that actual results and developments may differ
materially from those conveyed in such
forward-looking statements. Important factors that could cause actual results
to differ materially from the expectations reflected in
the forward-looking statements in the Form 10-SB include, among others, the
pace of technological change, the Company's ability to
manage growth, general business and economic conditions in the Company's
operating regions, and competitive and other factors, all as
more fully described in the Company's Report on Form 10-SB for the period
ended December 31, 2001, under Management's Discussion and
Analysis of Financial Condition and Results of Operations. "Assumptions
Underlying Certain Forward-Looking Statements and Factors
that May Affect Future Results" and elsewhere from time to time in the
Company's other SEC reports. Such forward-looking statements
speak only as of the date on which they are made and the Company does not
undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this Form
10-QSB. If the Company does update or correct one or more
forward-looking statements, investors and others should not conclude that the
Company would make additional updates or corrections
with respect thereto or with respect to other forward-looking statements.
Actual results may vary materially.
ITEM 6. Exhibits And Reports On Form 8-K:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
True Health, Inc.
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(Registrant)
Date: May 20,2003
By: /s/ Richard M. Stokley, President
(Signature)
Richard M. Stokley,
President
CERTIFICATION
I, Richard M. Stokley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of True Health, Inc.,
a. Based on my knowledge, this quarterly 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 quarterly report; and
2. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
3. I am responsible for the establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant is
made known to me, particularly during the period in which
this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
4. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
ontrols; 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
5. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in factors
that could significantly affect internal controls subsequent to the
date of my most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 20, 2003
By: /s/ Richard M. Stokley
Richard M. Stokley
President