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, 2003
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.
(Exact
name of small business issuer as specified in its charter)
| Utah (State or other jurisdiction of incorporation or organization) |
30-0123229 (I.R.S. Employer Identification No.) |
556 Sand Lake Center IV 7380 Sand Lake Rd., Orlando, Florida 32819
(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, 2003TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION PAGE | |
ITEM 1. FINANCIAL STATEMENTS | |
ACCOUNTANTS' REVIEW REPORT |
1 |
| CONSOLIDATED BALANCE SHEET | 2 |
| CONSOLIDATED STATEMENT OF OPERATIONS | 3 |
| CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) | 4 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 5 |
| NOTES TO FINANCIAL STATEMENTS | 6 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION | |
| AND RESULTS OF OPERATIONS | 11 |
PART II. OTHER INFORMATION | |
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K |
15 |
SIGNATURES |
15 |
together with
The accompanying unaudited financial statements of TS&B Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. All adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operations, have been included. Operating results for the three month period ended September 30, 2003 are not necessarily indicative of the reuslts that may be expected for the year ending June 30, 2004.
TABLE OF CONTENTS
ACCOUNTANTS' REVIEW REPORT |
1 |
| CONSOLIDATED BALANCE SHEET | 2 |
| CONSOLIDATED STATEMENT OF OPERATIONS | 3 |
| CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) | 4 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 5 |
| NOTES TO FINANCIAL STATEMENTS | 6 |
Board of Directors and
Shareholders
TS&B Holdings, Inc.
Orlando, Florida
We have reviewed the accompanying consolidated balance sheet of TS&B Holdings, Inc. as of September 30, 2003 and the related consolidated statements of operations, changes in stockholders’ (deficit), and cash flows for the three months then ended 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 TS&B Holdings, 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 generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company incurred a net loss of $78,407 during the three months ended September 30, 2003, and, as of that date, had a working capital deficiency of $296,283 and stockholders’ deficit of $253,271. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
BAUMANN, RAYMONDO & COMPANY, P.A.
November 11, 2003
1
TS&B
HOLDINGS, INC.CONSOLIDATED
BALANCE SHEET
SEPTEMBER 30, 2003
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Interest due on stock subscrition receivable | 171,832 | ||||
| Other current assets | 100 | ||||
| TOTAL CURRENT ASSETS | 171,932 | ||||
| OTHER ASSETS | |||||
| Deposit on pending acquisition | 40,500 | ||||
| Security deposit | 2,512 | ||||
| TOTAL OTHER ASSETS | 43,012 | ||||
| TOTAL ASSETS | $ | 214,944 | |||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable and accrued expenses | $ | 173,546 | |||
| Advances from officers and stockholders | 144,669 | ||||
| Note payable to related parties | 150,000 | ||||
| TOTAL CURRENT LIABILITIES | 468,215 | ||||
| COMMITMENTS AND CONTINGENCIES | -- | ||||
| STOCKHOLDERS' (DEFICIT) | |||||
| Common stock, $.001 par value, 100,000,000 shares authorized, | |||||
| 60,159,700 issued and outstanding | 60,160 | ||||
| Additional paid-in capital | 14,539,494 | ||||
| Stock subscription receivable | (1,250,000 | ) | |||
| Accumulated deficit | (13,602,925 | ) | |||
| TOTAL STOCKHOLDERS' (DEFICIT) | (253,271 | ) | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ | 214,944 | |||
Read accountant's review
The accompyaning notes are an integral part
of
these financial statements
2
TS&B HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
| REVENUES | $ | - | |||
| OPERATING EXPENSES | |||||
| Professional fees | 78,030 | ||||
| General and administrative | 19,127 | ||||
| 97,157 | |||||
| NET OPERATING LOSS | (97,157 | ) | |||
| OTHER INCOME (EXPENSE) | |||||
| Interest Income | 18,750 | ||||
| NET LOSS FROM OPERATIONS | $ | (78,407 | ) | ||
| NET LOSS PER COMMON SHARE BASIC AND FULLY DILUTED | $ | NIL | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 55,973,830 | ||||
Read accountant's review
The accompyaning notes are an integral part
of
these financial statements
3
TS&B
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
ACCUMULATED (DEFICIT)
FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2003
| Common stock |
Additional paid-in |
Stock Subscription |
Accumulated | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares |
Par Value |
capital |
receivable |
(deficit) | |||||||||||||
| BALANCE | |||||||||||||||||
| JUNE 30, 2003 | 53,259,700 | $ | 53,260 | $ | 14,487,594 | $ | (1,250,000 | ) | $ | (13,524,518 | ) | ||||||
STOCK ISSUED FOR | |||||||||||||||||
| PROFESSIONAL | |||||||||||||||||
| SERVICES | 6,900,000 | 6,900 | 51,900 | -- | -- | ||||||||||||
NET (LOSS) | -- | -- | -- | -- | $ | (78,407 | ) | ||||||||||
| BALANCE | |||||||||||||||||
| SEPT. 30, 2003 | 60,159,700 | $ | 60,160 | $ | 14,539,494 | $ | (1,250,000 | ) | $ | 13,602,925 | |||||||
Read accountant's review
The accompyaning notes are an integral part
of
these financial statements
4
TS&B
HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2003
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
| NET LOSS | $ | (78,407 | ) | ||
| RECONCILIATION OF NET LOSS TO CASH FLOWS | |||||
| FROM OPERATING ACTIVITIES | |||||
| Stock issued for servcies | 58,800 | ||||
| Decrease in accounts receivable | 7,000 | ||||
| (Increase) in interest due on stock subscription receivable | (18,750 | ) | |||
| (Increase) in other assets | (2,512 | ) | |||
| (Decrease) in accounts payable and accrued expenses | (4,007 | ) | |||
| CASH FLOWS (USED) BY OPERATING ACTIVITIES | $ | (37,876 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
| Repayment of officer and stockholder advances | $ | (200 | ) | ||
| CASH FLOWS (USED) BY FINANCING ACTIVITIES | (200 | ) | |||
| NET (DECREASE) IN CASH | 38,076 | ||||
CASH, BEGINNING OF THE PERIOD | 38,076 | ||||
| CASH, END OF THE PERIOD | $ | -- | |||
Read accountant's review
The accompyaning notes are an integral part
of
these financial statements
5
Company Activities
TS&B Holdings, Inc. (the "Company" and formerly known as Ammonia Hold, Inc.) was incorporated in the state of Utah in 1980.
Commencing in 2002, the Company began offering investment banking and other financial advisory services to companies in a variety of businesses.
Basis of Presentation
The accompanying financial statements include the Company and its wholly owned subsidiary TS&B Financial Services. All inter-company accounts and transactions have been eliminated in consolidation.
Revenue Recognition
The Company’s revenues are derived from the following sources:
• Contingency and other fees
associated with providing investment banking services;
• Hourly and other fees for
providing financial advisory services.
Contingency and other fees associated with providing investment banking services are recognized when the earning process is complete and management is confident the Company will be paid.
Hourly and other fees from advisory services are recognized as the services are rendered.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent asset and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Deferred Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the change is enacted.
See accountant's review report
6
Advertising Costs
Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred.
Loss Per Common Share
Loss per common share is computed using the weighted average of shares outstanding during the periods presented in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share.
Cash and Cash Equivalents
For the propose of the statement of cash flows, cash and cash equivalents includes time deposits with original maturities of three months or less.
During the three months ended September 30, 2003, the Company issued shares of Company stock for various professional consulting services. A summary of these activities is as follows:
| Shares |
Amount | |||||||
|---|---|---|---|---|---|---|---|---|
| Professional consulting services | 6,900,000 | $ | 58,800 | |||||
The value assigned to the above shares is based on the stocks' traded market price on or about the date the shares were issued.
For the three months ended September 30, 2003, the above amount is included in professional fees.
In June 2001, the Company entered into an acquisition agreement with Transatlantic Surety and Bond Co., Ltd. (TSB), a United Kingdom corporation, for purchase of 30% of its outstanding stock. Terms of the agreement provided for the following, among others:
• A purchase price of
$1,250,000, payable in the form of a convertible, callable, secured, subordinated
debenture (see below);
• TSB shall, on a best efforts basis, raise debt funds, and acquire operating companies, as defined;
See accountant's review report
7
• Granted stock purchase options to TSB for a three year period as follows:
° 3,000,000 shares at
$1.50 per share
° 3,000,000 shares at $3.50 per share
The subordinated debenture noted above is from a company affiliated with TSB Holdings, Inc. and bears interest at 6.0%. A portion of the acquired shares is held in escrow pending TSB performance on debenture terms. Principal is payable at as follows:
| Date |
Amount | ||||
|---|---|---|---|---|---|
| June 2002 | $ | 312,500 | |||
| June 2003 | 312,500 | ||||
| June 2004 | 625,000 | ||||
| $ | 1,250,000 | ||||
In addition, the Company has the option after June 2004 to covert the debenture into stock of the affiliated company at the ten existing market price.
At September 30, 2003 and through November 11, 2003 TSB and/or its affiliated company has not made its scheduled principal and interest payments. Further TSB has been unsuccessful in raising debt funds and acquiring operating companies. At September 30, 2003, unpaid interest on the debenture amount to $171,832.
At September 30, 2003 and through November 11, 2003 the Company has three active and separate acquisitions under consideration. The composition of the now existing aggregate purchase prices, in summary, on all three of these acquisitions is as follows:
| Required cash payment | $ | 931,000 | |||
| Issuance of Company common stock, at | |||||
| estimated current value | 70,500 | ||||
| Issuance of debt instruments or assumption of | |||||
| other liabilities | 7,137,750 | ||||
| $ | 8,139,250 | ||||
As of September 30, 2003, the Company has issued 4,500,000 shares of the purchase shares described above. These shares have been recorded at the shares market value when issued. Pending closing of the acquisition these shares have been recorded as “deposit on pending acquisition” in the accompanying financial statements.
See accountant's review report
8
Closing of the acquisitions described above is contingent upon satisfying purchase terms and meeting certain requirements of the Securities and Exchange Commission’s rules and regulations. Through November 11, 2003 none of the above acquisitions have closed.
For the period ended September 30, 2003, the benefit for income taxes consists of the following:
| Deferred tax benefit | $ | 6,000 | |||
| Less valuation allowance | (6,000 | ) | |||
The valuation allowance has been provided by the management of the Company. This is due to the uncertainty of the realization of the future benefit of the deferred tax assets.
For the period ended September 30, 2003, the following temporary differences give rise to the above deferred tax benefits:
| Net operating loss carryovers | $ | 6,000 | |||
| Realized security losses | -- | ||||
| $ | 6,000 | ||||
For the period ended September 30, 2003, a reconciliation of the income tax benefit at statutory rates to the Company’s effective rate is as follows:
| Benefit computed at statutory rates | 37.6% | ||||
| Less valuation allowance on deferred tax | |||||
| assets | (37.6% | ) | |||
| Benefit computed at effective rate | -% | ||||
| At September 30, 2003 deferred tax assets consist of the following: | |||||
Deferred tax assets | $ | 4,526,000 | |||
| Less valuation allowance | (4,526,000 | ) | |||
| $ | -- | ||||
At June 30, 2003, the Company has approximately $11,300,000 of tax net operating losses available for carryforward through 2022.
See accountant's review report
9
The Company leases office and operating facilities under a short-term operating lease.
For the period ended September 30, 2003 rent expense on lease activity amounted to $9,493.
In June 2001, the Company entered into a stock option agreement with a stockholder. The agreement grants options of 3,000,000 shares at an exercise price of $1.50 and 3,000,000 shares at an exercise price of $3.50. These options have a term of thirty-six months and expire on June 15, 2004. As of September 30, 2003 the options have not been exercised.
In August 2002, certain officers, both present and former, and shareholders of the Company personally borrowed $150,000 from a bank. Concurrently, the loan was assigned to the Company. Terms of the loan provided for interest at 10% with the principal due in November 2002.
At September 30, 2003, the loan with the bank and Company was in default. The bank is pursuing collection efforts against the present and former Company officers and shareholders.
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 and pay its liabilities is dependant upon generating sufficient profitable revenues and obtaining funding to support operations and fund planned acquisitions.
Management is attempting to generate sufficient revenues and obtain funds to support continuing operations and fund acquisitions. At September 30, 2003, and subsequently, management is addressing funding sources to meet its projected needs. Management is confident they will be successful and will generate sufficient revenues and obtain the necessary funding. Through November 11, 2003, additional funding to support operations and planned acquisitions has not been obtained.
See accountant's review report
10
Item 2. Management’s Discussion and Analysis or Plan of Operation
The following information should be
read in conjunction with the financial statements and notes thereto appearing elsewhere in
this
Form 10-Q.
Management’s Statement
TS&B Holdings, Inc. has been working to implement the strategy of the company as a financial services and real estate development company. The Company currently has one subsidiary, TS&B Financial Services, Inc.
Management’s ongoing goal is to develop the Company into a real estate development and financial services firm. Management continues to look at and explore other acquisition opportunities as they present themselves.
Agreements
On January 30,2003 Company signed a fee letter agreement with an Orlando developer, Gillio Development, for financing for a chain of national franchise restaurants. TS&B Financial Services, a subsidiary of Company in connection with the Gillio engagement is providing investment and merchant banking services, strategic planning advice and corporate finance consulting.
On January 22, 2003 the Company signed a Consulting Agreement with Cummings Financial Services, a local multi-talented entrepreneur and country and western entertainer to assist in raising capital for his entertainment career and for the manufacturing and marketing of two unique patented accessories that will be sold to the recreational vehicle and automotive accessories industry. This client also retained Company to assist in the sale of its residential mortgage business in the Tampa area.
On February 4, 2003 Company announced a new business relationship with Trust Mortgage Company, a nationwide mortgage banking firm headquartered outside of Boston MA. This relationship implements a strategic goal of Company’s corporate growth program designed to establish the Company as a leading financial services and commercial real estate holding company with strong national presence. This relationship will enhance the Company’s direct lending services for commercially viable projects. This development provides Company with the strong backing of an established nationwide mortgage-banking firm enabling Company to offer commercial mortgage funding nationwide for qualified properties. Funding is provided through the mortgage firm’s relationships with life insurance companies, conduits, banks and HUD insurance programs. The mortgage firm is a federally licensed mortgagee through FHA.
On March 10, 2003 the Company signed a consulting agreement with answerRx, a Florida firm that provides consulting services to large groups for fulfillment of prescriptions from licensed Canadian pharmacies. Company is providing consulting and strategic planning services this group prescription service firm. With the national concern over the high cost of prescriptions is in the forefront of the domestic news, Company believes this pharmacy service firm provides a valuable service.
On April 10, 2003 Company signed a Letter Agreement with a California company, The Credit Exchange, to provide corporate consulting and write a business plan and Private Placement Memorandum to be used in conjunction with a Private Placement the Credit Exchange is undertaking. The Credit Exchange acts as an intermediary for credit repair services nationwide.
11
On May 7, 2003 Company executed a Letter of Intent to acquire the assets of Independence Water Group, a Virginia LLC (IWG). IWG acquired the assets of Grayson Spring Water, from a sale in bankruptcy. In their last year of operation the former company known as Grayson had revenues of approximately $15M dollars. The water company’s primary asset is an existing plant with capacity to produce 3.0M bottles of water a month. IWG developed unique formulas for nutritional water, and healthful sports and isotonic waters and will begin branding these products under the name Health Beverage Group, Inc.. Bottled water is the fastest growing major beverage category with annual sales approaching $9.0 Billion. Company looks forward to aggressively entering this market. Company. will immediately begin assisting in development and marketing of Health Beverage Group, Inc. products. The agreements are subject to material and customary contingencies.
On June 22, 2003 Company entered into a Letter Agreement with Stanton Walker & Company, a New York Investment Banking Firm to acquire ninety percent of Wellstone Acquisition Corp. The agreements are subject to material and customary contingencies.
On September 22, 2003 Company through it’s nominee, Health Beverage Group, Inc., (a to be formed Virginia Corporation), signed an asset acquisition agreement with Independence Water Group (IWG).The pertinent provisions of said agreement follow:
At Closing, HBG shall acquire the Assets and business set forth on Exhibit “A” (collectively “Assets”) of SELLER for the total purchase price specified herein below (“Purchase Price”). SELLER at Closing shall provide HBG with a Warranty Deed and Bill of Sale for the items set forth on Exhibit A. Said Warranty Deed and Bill of Sale shall convey the Assets free and clear of all liens, encumbrances and charges. The Purchase Price shall be payable at Closing as follows:
| a) | a sum of cash represented by cash, capital contributions, and SELLER loans (currently this amount is Eight Hundred Thirty One Thousand dollars ($831,000.00) USD in cash, at Closing; |
| b) | a non-accountable expense premium of 25% on the amount in sub-paragraph 1(a), in cash at Closing; |
| c) | A valid enforceable Second Mortgage in the amount of One Million Two Hundred Thousand ($1,200,000.00)USD secured by Assets from HBG to SELLER (or its successors or assigns) |
| d) | Payment of the Grayson National Bank mortgages in the approximate amount of Two Million Five Hundred Forty Thousand dollars ($2,540,000.00) USD |
| e) | Payment of Trade payables in the current approximate amount of $165,000.00 as set forth in Exhibit "B". The final amount paid hereunder is subject to Article 2. |
Company is currently in the process of undertaking a Private Placement to fund the transaction.
12
On September 23, 2003 Company signed a Memorandum of Understanding with EnviroTech Rotary Power Holdings, Inc. (ERPH) to acquire eighty percent of the ERPH. ERPH is a company with ownership and cross ownership in various companies and technologies, including, Cryofire Golf Technology, Rotary Power Engine Technology and ElectroMarine Technology. Company and ERPH shall enter into a Stock Acquisition Agreement whereby ERPH shall convey 80% ownership to Company for Five Million (5,000,000) common shares of Company shares and $750,000USD post merger from an equity Line. ERPH owners will retain twenty percent (20%) ownership in ERPH. ERPH will act as a Holding Company for the these various technology subsidiaries. ERPH will own no less than forty-nine percent (49%) of each subsidiary and the balance of the 51% shall be owned by the original shareholders of ERPH or their nominees. The Purchase shall be funded by Company providing a post-merger initial equity Line in the amount of $2.5M to fund the initial purchase of $750,000USD and the balance of cash for future expansion of ERPH and its subsidiaries. The agreements are subject to material and customary contingencies.
On September 24, 2003 Company entered into an acquisition agreement with Sports Nation, Inc., a Nevada privately held company in the sports memorabilia and related businesses. The agreements are subject to material and customary contingencies. The pertinent provisions of said agreement follow:
“At Closing, TSBB shall acquire One Hundred Percent (100%) of all of the issued and outstanding capital stock (fully paid and non-assessable) of the SELLER, the amount of One Thousand (1,000) common shares (“SHARES”) of SELLER for the total purchase price of Thirty Thousand and 00/100 Dollars ($30,000) USD (“Purchase Price”) payable at Closing as follows: Three Million Rule 144 shares of TSBB (“STOCK”).
Subsequent Events
There are no subsequent events that are required to be reported in this Form 10-Q.
Results of Operation
Gross profit for the first quarter ended September 30, 2003 ("first quarter" of fiscal 2003) was the same as compared to the same 2002 fiscal period due to a decrease in client business. General and Administrative expenses decreased by 62% from the same quarter last year due to general restructuring of the Company's operations. Professional fees decreased by 80% from the previous fiscal years quarter due to restructuring of the Company. Marketing expense decreased by 100% from the previous fiscal years quarter due to restructuring and redirection of the Company's marketing efforts. Salaries and related cost decreased by 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 $97,157 or $0.0016 per share as compared to a net loss of $1,132,806 or $0.035 per share for the same quarter last year. 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.
13
Liquidity and Capital Resources
For the past two fiscal years, the Company's working capital needs have been satisfied by sales revenues, officer and shareholder loans, and from the sale of securities. At September 30, 2003 the Company had a net working capital deficit of $37,876, a 84% decrease from the deficit of $236,673 at June 30, 2003. The decrease in the working capital deficit is primarily attributed to a decrease in short-term debt. At September 30, 2003, the Company had total assets of $214,944 and total stockholders' deficit of ($253,271), compared to total assets of $238,758 and total stockholders' equity of ($233,664) at June 30, 2003.
Net cash used by operating activities through the first quarter of fiscal year 2003 was $37,876 compared to $87,238 for the corresponding 2002 period. The Company used $-0- of cash for investing activities through the first quarter of fiscal year 2003 as compared to $59,200 provided by investing activities in the corresponding period of fiscal year 2002. The Company realized ($200) cash from financing activities through the first quarter of fiscal year 2003, compared to $148,000 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.
14
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
| (a) | Exhibits |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| (b) | Reports on Form 8-K |
| None | filed for the quarter ended September 30, 2003. |
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.
| Date: November 17, 2003 | TS&B Holdings, Inc. By: /s/ JAMES E. JENKINS JAMES E. JENKINS Chief Executive Officer |