10Q/A for TS&B Holdongs
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
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[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 333-29903
TS&B Holdings, Inc.
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(Exact name of small business issuer as specified in its charter)
Utah 75-2337459
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5703 Red Bug Lake Road, Suite 226, Winter Springs, FL 32708
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(Address of principal executive offices)
Registrant's telephone no., including area code: (407) 649-8325
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding as of September 30, 2002
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Common Stock, $.001 par value 31,859,700
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
BALANCE SHEETS AS OF September 30, 2002......................................F-1
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND
SEPTEMBER 30, 2001...........................................................F-2
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001....................................F-3
NOTES TO FINANCIAL STATEMENTS................................................F-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................................3
SIGNATURES.....................................................................6
2
PART I
ITEM 1. Financial Statements
TS&B HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
CONSOLIDATED BALANCE SHEET
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SEPTEMBER 30, 2002
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(Unaudited)
ASSETS
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CURRENT ASSETS
Cash $ 1,258
Amounts due from stockholder 204,389
Amounts due from employee 60,000
Other current assets 1,100
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TOTAL CURRENT ASSETS 266,747
OFFICE EQUIPMENT, LESS ACCUMULATED
DEPRECIATION OF $1,239 7,023
OTHER ASSETS - DEPOSITS 4,150
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$ 277,920
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES
Accounts payable and accrued
expenses $ 204,748
Notes payable to stockholders 150,589
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TOTAL CURRENT LIABILITIES 355,337
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COMMITMENTS AND CONTINGENCIES -
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STOCKHOLDERS' EQUITY (DEFICIT)
Common stock $.001 par value,
100,000,000 shares authorized,
31,859,700 shares issued and
outstanding 31,860
Additional paid-in capital 14,190,720
Stock subscription receivable (1,250,000)
Accumulated deficit (12,895,163)
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(77,417)
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$ 277,920
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The accompanying notes to consolidated financial
statements are an integral part of this financial statement.
F-1
TS&B HOLDINGS, INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
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FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
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(Unaudited)
Three-months ended
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2002 2001
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REVENUES $ - $ 22,664
COST OF REVENUES - 31,639
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GROSS PROFIT (LOSS) - (8,975)
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OTHER EXPENSES
General and administrative 51,039 74,025
Professional fees 401,268 -
Marketing 5,086 29,667
Depreciation and amortization 413 39,252
Salaries and related costs 675,000 -
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1,132,806 142,944
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NET LOSS FROM OPERATIONS (1,132,806) (151,919)
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OTHER INCOME (EXPENSE)
Loss on investment in equity
securities - (99,510)
Interest, net 18,904 -
Other income (expense) - 44,773
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18,904 (54,737)
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NET LOSS $(1,113,902) $ (206,656)
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LOSS PER COMMON SHARE $ (.04) $ (.02)
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 27,381,439 10,911,700
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The accompanying notes to consolidated financial
statements are an integral part of these financial statements.
F-2
TS&B HOLDINGS, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
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(Unaudited)
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from operating revenues $ - $ 18,355
Cash paid for costs of sales and
other operating expenses (87,238) (32,249)
Interest - (11,297)
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Net cash used by operating
activities (87,238) (25,191)
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CASH FLOWS FROM INVESTING ACTIVITIES
Increase in advance to employee (59,200) -
Proceeds from sale of investments - 40,611
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Net cash (used) provided by investing
activities (59,200) 40,611
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CASH FLOWS FROM FINANCING ACTIVITIES -
NET PROCEEDS FROM NOTE PAYABLE 148,000 3,119
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NET INCREASE IN CASH 1,562 18,539
CASH, BEGINNING OF PERIOD (304) 4,070
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CASH, END OF PERIOD $ 1,258 $ 22,609
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The accompanying notes to consolidated financial
statements are an integral part of these financial statements.
F-3
TS&B HOLDINGS, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
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(Unaudited)
2002 2001
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RECONCILIATION OF NET LOSS TO
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
NET LOSS $(1,113,902) $(206,656)
RECONCILING ADJUSTMENTS
Depreciation and amortization 413 39,252
Loss on investment in equity securities - 99,508
Increase in accounts receivable, net 18,904 (4,389)
Decrease in inventory - 47,778
Decrease in prepaid expenses and
other assets - 61,959
Increase (decrease) in accounts payable
and accrued expenses 18,655 (62,643)
Stock issued for compensation and
consulting services 1,026,500 -
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CASH FLOWS FROM OPERATING ACTIVITIES $ (87,238) $ (25,191)
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NONCASH INVESTING AND FINANCING ACTIVITIES
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ISSUANCE OF STOCK FOR SERVICES $ 1,026,500 $ -
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The accompanying notes to consolidated financial
statements are an integral part of these financial statements.
F-4
TS&B HOLDINGS, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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SEPTEMBER 30, 2002
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The information presented herein as of September 30, 2002, and for the nine
months and three months ended September 30, 2002 and 2001, is unaudited.
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated financial statements of TS&B Holdings,
Inc.(formerly known as Ammonia Hold, Inc.) (the Company) have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to the Securities and Exchange
Commission's Form 10-QSB and item 310(b) of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal required adjustments)
considered necessary for a fair presentation have been included.
Operating results for the three month period ended September 30, 2002, are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2003. For further information, refer to the June 30, 2002, financial
statements and footnotes included in the Company's annual filing with the
Securities and Exchange Commission.
NOTE B -NET LOSS PER COMMON SHARE
Net loss per common share is computed in accordance with the requirements of
Statement of Financial Accounting Standards No. 128.
NOTE C - BUSINESS ACQUISITIONS
The Company is in process of negotiating purchases of operating companies. In
some cases, letters of intent to purchase have been executed between the Company
and seller. Generally, each of these letters of intent contain provisions which
detail closing requirements. Further, each acquisition is subject to regulations
of the Securities and Exchange Commission.
Through November 11, 2002, the Company has not closed nor met the requirements
to close, on the purchase of any operating companies.
NOTE D - OPERATING RESULTS
As noted in the accompanying financial statements, the Company has sustained
substantial net operating losses. Its ability to continue as a going concern and
realize its assets is dependent upon generating sufficient profitable revenues
and obtaining funding to support operations and fund acquisitions.
Management is in process of seeking funds to support continuing operations and
fund acquisitions. Management is confident they will be successful in their
negotiations and will obtain the necessary funding.
Through November 11, 2002, the Company has not obtained the funding necessary to
support acquisitions.
The accompanying financial statements have been prepared on the basis the
Company will continue as a going concern and will realize its assets.
F-5
TS&B HOLDINGS, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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SEPTEMBER 30, 2002
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NOTE E - STOCK ISSUED FOR COMPENSATION AND CONSULTING SERVICES
During the three month period ended September 30, 2002, the Company issued
11,250,000 shares of common stock for employee and officer compensation and for
consulting services as follows:
Employee and officer compensation $ 675,000
Consulting services 351,500
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$ 1,026,500
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The quoted fair market value of the Company's stock was used to value the shares
issued above.
F-6
ITEM 2. Management's Discussion and Analysis or Plan of Operations
The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-QSBA.
TS&B Holdings, Inc. continues to undergo a general restructuring which commenced
last year. It has faced several delays due to many upheavals, including the
September 11, 2001 terrorist attack. Management's goal has been and continues to
be the transformation of the Company into a holding company with three operating
subsidiaries. The Company currently has one subsidiary, TS&B Financial Services,
Inc.
Management's goal is to develop the Company into a real estate development and
financial services firm. Management will continue to look at explore other
acquisition opportunities as they present themselves.
Planned Acquisition
On April 15, 2002, the Company entered into an acquisition agreement, subject to
final audit, with PDG LLC ("PDG"), a Florida LLC, which provides and engages in
real estate development and management.
PDG currently has two developments in Naples, Florida known as The Chase
Preserve at Lely Resort and Sunstone on the Fairways at Lely Resort.
The Chase Preserve at Lely Resort is located along a 34+- acre natural Cypress
Preserve surrounded by shimmering lakes and emerald fairways. Because this land
is deeded specifically as a Preserve, it will never be developed. The developers
have exercised caution to maintain the natural beauty of The Chase Preserve at
Lely Resort. The pricing has been set according to the attached schedule by lot
number and address. Prices may vary dependant upon market and model (A-B-C),
which have different square footage. The A model is 1783sf under air; 2750 total
living space, B model is 2223sf under air; 3253 total living space, and the C
model is 2542sf under air; 3843 total living space.
The Chase Preserve at Lely Resort has been designed so homeowners can enjoy two
of life's most precious commodities, privacy and beauty. The select home sites
of Block "A" overlook the lakes and fairways of the 14th and 15th holes of the
Flamingo Golf course.
All twin villas have beautifully laid out floor plans on first and second living
floors. These spacious floor plans provide comfort, convenience and the same
luxury of a single-family home. All villas are three bedrooms; three baths and
the innovative designs feature large master suites, unique master baths with
luxurious appointments, open kitchens, great rooms, dining and two-car garages
with separate storage.
3
Chase Preserve residents enjoy a neighborhood recreation area with a 20-by-40
foot heated swimming pool surrounded by an expansive sundeck and a poolside
cabana with facilities including a wet bar, a perfect spot for neighborhood
gatherings and special events.
Sunstone on the Fairways at Lely Resort is located surrounded by emerald
fairways. The pricing has been set according to the attached schedule by lot
number and address. Prices may vary dependant upon market and model (The
Diamond, The Sapphire, The Opal), which have different square footage. The
Diamond model is 1670sf under air; 2042 total living space, The Sapphire model
is 1450sf under air; 1822 total living space, and The Opal model is 1247sf under
air; 1619 total living space.
All units have beautifully laid out floor plans on first or second floors. These
floor plans provide comfort, convenience and the same luxury of a single-family
home. Units are either two or three bedrooms with two baths. Innovative designs
features include comfortable master suites with master baths, open kitchens,
great rooms, dining and one-car garages with separate storage.
Sunstone on the Fairways residents enjoy a neighborhood recreation area with a
20-by-40 foot heated swimming pool and a poolside cabana with facilities
including a wet bar, a perfect spot for neighborhood gatherings and special
events.
PDG LLC competes against mid-sized real estate and land developers.
Results of Operation
Gross profit for the first three months period ended September 30, 2002 ("first
quarter" of fiscal 2003 decreased 100% compared to the same 2001 fiscal period,
due to divesture of Ammonia Hold and Super Dry. General and Administrative
expenses decreased by 31% from the same quarter last year due to general
restructuring of the Company's operations. Professional fees increased by 100%
from the previous fiscal years quarter due to outside consulting fees. Marketing
expense decreased by 83% from the previous fiscal years quarter due to
restructuring and redirection of the Company's marketing efforts. Salaries and
related cost increased 100% from the previous fiscal years quarter due to
general restructuring of the Company's operations.
The Company recorded a net loss for the quarter of $1,113,902 or $0.035 per
Share for the first quarter of fiscal year 2003 as compared to a net loss of
$206,656 or $0.019 per quarter for the first quarter of fiscal year 2002. The
Company continues to hold securities. When the securities are sold, the company
will record the appropriate gain, if any. It is uncertain if the value of these
securities will increase.
4
Liquidity and Capital Resources
For the past two fiscal years, the Company's working capital needs have been
satisfied by sales revenues and from the sale of securities. At September 30,
2002 the Company had a net working capital deficit of $87,238, a 69% decrease
from $280,300 at June 30, 2002. The increase in the working capital is primarily
attributed to additional stock issued for compensation and consulting services.
At September 30, 2002, the Company had total assets of $277,920 and total
stockholders' equity of ($77,417), compared to total assets of 198,667 and total
stockholders' equity of $9,984 at June 30, 2002.
Net cash used by operating activities for the first quarter of fiscal year 2003
was $87,238 compared to $25,191 for the corresponding 2002 period. This was due
to increased staff and increases in non-cash expenses. The Company used $59,200
of cash for investing activities for the first quarter of fiscal year 2003 as
compared to $40,611 provided by investing activities in the corresponding period
of fiscal year 2002. The Company realized $148,000 cash from financing
activities in the first quarter of fiscal year 2003, compared to $3,119 in the
corresponding period of fiscal year 2002.
The Company anticipates meeting its working capital needs during 2003 fiscal
year primarily with revenues and debt financing.
In the opinion of management, inflation has not had a material effect on the
operations of the Company.
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
wishes to advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in or implied by the statements, including, but not limited to, the
following: the ability of the Company to generate working capital, the
development of the Company's existing and new products, the potential market for
the Company's products, competitive factors, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange Commission.
5
SIGNATURES
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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.
TS&B Holdings, Inc.
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Date: November 18, 2002 By: /s/ James E. Jenkins
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James E. Jenkins
Chief Executive Officer
6