Item 1. Description of Business
Business Development
TS&B Holdings, Inc. ("TSBB" or the "Company"), a Utah corporation, is engaged in the business of financial services through its subsidiary TS&B Financial Services, Inc.
TS&B Financial Services, Inc. (TS&B-FS), a Florida corporation, provides investment, merchant and mortgage banking services to micro-, small- and mid-cap businesses. TS&B-FS also offers consulting services. Servicing businesses primarily in the $5 million to $150 million revenues range, TS&B-FS creates value by molding strategic direction, fostering positive net-present-value capital decisions and restructuring operations to increase free cash flow for client businesses.
TS&B Financial Services, Inc., an independent financial services firm serving customers nationally from its headquarters in Orlando, Florida, has offices in Freeport, Illinois, and Tavernier, Florida.
The Company's principal executive offices are located at 556 Sand Lake Center IV, 7380 Sand Lake Rd., Orlando, Florida, 32819, and its telephone number is 407-649-8325.
Marketing
The Company markets it products and services through its operating subsidiary TS&B Financial Services, Inc.
TS&B Financial Services, Inc., a Florida corporation, provides investment, merchant and mortgage banking services to a wide array of private and public corporate clients. These services are designed to service corporate clients with sale of $5 to $150 million in annual sales. The Company's market is not industry specific. Management estimates that there are 3,500 listed public companies and 1,500,000 private firms within the Company's target market.
The Company uses direct mail, broker referral and print media to present its services to the target market.
Competition
TS&B Financial Services, Inc. competes nationally with companies such as Goldsmith-Agio, Raymond James and Houlihan Lokey as well as many local firms.
Employees
Presently, the Company does not have employees. The Company has two full time officers. The officers are paid on performance. The Company does not currently offer a pension plan. Management intends to hire qualified personnel as business conditions warrant. The Company may use the services of certain outside consultants and advisors as needed on a contract basis.
Facilities
The Company's principal place of business and corporate offices are located at 556 Sand Lake Center IV, 7380 Sand Lake Rd., Orlando, Florida, 32819. These temporary facilities are located in the Sand Lake Center IV Building. The leased facilities consist of approximately 500 square fee of Class A space, at a rate of $23.00 per square foot. The term of the lease, negotiated in August 2003, is six (6) months.
The subsidiary of the Company represents certain sectors of the nation through offices located in Tavernier, Florida, and Freeport, Illinois.
Item 2.
Item 2. Description of Property
The information required by this Item is contained in Item 1 above, under the heading "Facilities."
Item 3.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of its property is subject and, to the best of its knowledge, no such actions against the Company are contemplated or threatened.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's Securities Holders during the fourth quarter of the Company's fiscal year ended June 30, 2003.
PART II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's common stock is eligible to be traded in the over-the-counter market and quotations are published on the OTC Bulletin Board under the symbol "TSBB," and in the National Quotation Bureau, Inc. ("NQB") "pink sheets" under TS&B Holdings, Inc. Inclusion on the OTC Bulletin Board permits price quotations for the Company's shares to be published by such service.
The following table sets forth the range of high and low bid prices of the Company's shares for each quarterly period for the past two fiscal years as reported by the NQB. These prices represent prices between dealers, do not include retail markups, markdowns or commissions and do not represent actual transactions.
Fiscal Year High Low
(Starting July 1) 2002 First Quarter .01 .055 Second Quarter .055 .012 Third Quarter .02 .008 Fourth Quarter .017 .009
2002 First Quarter .019 .005 Second Quarter - - Third Quarter - - Fourth Quarter - - --------- ---------
(1) Through June 30, 2003
As of September 30, 2003 there were approximately 1,101 holders of record of the Company's common stock, which figure does not take into account those shareholders whose certificates are held in the name of broker-dealers.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions in the past on its common stock, and the Company does not anticipate that it will pay cash dividends or make distributions in the foreseeable future. The Company currently intends to retain and invest future earnings to finance its operations.
Recent Sales of Unregistered Securities
In fiscal 2003, the Company issued the following shares as compensation, acquisition and consulting fees:
--------------------- ------------ Joel Arvilla 1,500,000 --------------------- ------------ Scott Neils 2,000,000 --------------------- ------------ Roy Salisbury 3,500,000 --------------------- ------------ Charles Giannetto 2,000,000 --------------------- ------------ Frank Clear 200,000 --------------------- ------------ David Bryant 7,000,000 --------------------- ------------ Diana Jenkins 4,500,000 --------------------- ------------ Kirt Ashman 4,500,000 --------------------- ------------ Michael Ebbeler 7,000,000 --------------------- ------------ Richard Harris 400,000 --------------------- ------------
The above referenced shares were issued in private, isolated transactions. In completing each transaction, the Company relied upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(2) of such Act.
Item 6.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-KSB.
Management's Statement
TS&B Holdings, Inc. over the past year 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.
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 has yet to supply audited financial statements to complete the transaction.
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.
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.
Subsequent Events
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.
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").
Results of Operations
The following table sets forth the percentage relationship to total net sales of principal items contained in the Company's Statements of Operations for the two most recent fiscal years ended June 30, 2003 and 2002. It should be noted that percentages discussed throughout this analysis are stated on an approximate basis.
Fiscal Years Ended June 30, 2003 2002
Total net sales 100% 100% Cost of sales - - Gross profit 100 100 Sales and marketing expenses 23 15 General and administrative expenses 3,608 1,205 Depreciation and amortization 3.5 1 (Loss) from operations (3,438) (1,121) Other income (loss) (170) (137) Net loss from discontinued operations -0- (682) Income (loss) before income taxes (3,682) (1,940) Provisions (benefit) for income taxes - - Net income (loss) (3,682) (1,940)
For the Year Ended June 30, 2003 Compared to the Year Ended June 30, 2002
Total sales, net of allowances and discounts, for the fiscal year ended June 30, 2003 ("2003") decreased 75% from the fiscal year ended June 30, 2002 ("2002") attributed to reduced client fees. Cost of sales (as a percentage of total revenues) in 2003 and 2002 did not exist
Sales and marketing expenses decreased 29% in 2003 due to reduced overhead and the discontinuance of certain product offerings. As a percentage of total revenues, sales and marketing expenses increased from 11% in 2002 to 23% in 2003, attributed to decrease revenue. General and administrative expenses increased 284% in 2003 primarily due to professional fees. As a percentage of total revenues, general and administrative expenses (including professional fees) increased from 1,205% in 2002 to 3,682% in 2003. This result is primarily attributed to reduced sales. Although, there was an increase in the percentage of G & A, the overall expense amount was reduced 33% in 2003.
During 2003, the Company recognized no loss from trading equities compared to a loss of $288,390 in 2002. The Company had a net loss of $1,588,23 in 2003 compared to a net loss of $4,081,069 in 2002.
Net Operating Losses
The Company has accumulated approximately $11,300,000 of net operating loss carryforwards as of June 30, 2003, which may be offset against future taxable income. The net operating loss begins to expire in the year 2009. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of net operating loss carryforwards which can be used. No tax benefit has been reported in the financial statements for the year ended June 30, 2003 because the potential tax benefits of the loss carryforward is offset by valuation allowance of the same amount.
Liquidity and Capital Resources
Historically, the Company's working capital needs have been satisfied by sales revenues and from the sale of securities. At June 30, 2003 the Company had a net working capital of $38,076, compared to net working capital deficit of $(304) at June 30, 2002. The increase in working capital at June 30, 2003 is primarily attributed to proceeds from Note Payable and officer and shareholder advances. Working capital was positively affected at June 30, 2003 by the increase in accounts payable and accrued expenses.
At June 30, 2003, the Company had total assets of $238,758 and total stockholders' equity of $(233,664), 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 2003 was $236,672 compared to $280,300 in 2002. This was due to primarily to the reduced staff and increases in non-cash expenses for 2003, including inventory write down and decrease in market value of tradeable securities. The Company was provided no cash flows by investing activities in 2003 compared to $114,683 used by investing activities in 2002. The Company realized $275,052 cash from financing activities in 2003, and realized $161,243 in 2002 from debt financing. 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: Changing economic conditions, interest rate trends, continued acceptance of the Company's products in the marketplace, competitive factors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission.
Item 7.
Item 7. Financial Statements
The Company's financial statements as of and for the fiscal years ended June 30, 2003 and 2002 have all been examined to the extent indicated in their report by B2d Semago, independent certified public accountants, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-B as promulgated by the Securities and Exchange Commission. The aforementioned financial statements are included herein starting with page.
Item 8.
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
This Item is not Applicable.
PART III
Item 9.
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act The following table sets forth the names, ages, and offices held with the Company by its directors and executive officers:
Name Position Director Since Age
James E. Jenkins President, Chief 2003 48 Executive Officer and Director
Charles Giannetto Secretary/Treasurer 2003 48 Chief Financial Officer and Director
Thomas Ginther Director 2003 44
All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. The Company pays each director $500 per quarter for service on the Board of Directors.
Any non-employee director of the Company is reimbursed for expenses incurred for attendance at meetings of the Board of Directors and any committee of the Board of Directors. The Executive Committee of the Board of Directors, to the extent permitted under Utah law, exercises all of the power and authority of the Board of Directors in the management of the business and affairs of the Company between meetings of the Board of Directors. Each executive officer serves at the discretion of the Board of Directors.
The business experience of each of the persons listed above during the past five years is as follows:
James E. Jenkins is the President and Chief Executive Officer of the Company. Prior to his position with the Company, Mr. Jenkins was Co-Managing General Partner for Marco Cat, LLP; a partnership formed to acquire the Olde Marco Island Inn. Mr. Jenkins has founded and operated several companies in manufacturing and financial services. Mr. Jenkins has over 20 years of diversified experience in senior management, operations and financial positions. Mr. Jenkins attended Northern Essex Community College and Daniel Webster Community College for business management.
Charles Giannetto is the Secretary/Treasurer/CFO of the Company. Charles Giannetto is a graduate of the University of Minnesota. He received his law degree from William Mitchell College of Law in 1980 and was in private practice for 20 years. Mr. Giannetto is a presently a principal and officer with the investment banking firm of TransAtlantic Surety & Bond Company. Ltd., UK.
Thomas Ginther, a Director of the Company. Mr. Ginther is a graduate of Troy State University and received his degree in business. Mr. Ginther has been a licensed securities principal for over 13 years and has previously held Series 6 and 63 licenses. Mr. Ginther is currently a principal of Chesterfield Properties and Liquid Grass.
Item 10.
Item 10. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. The Company does pay each director $500 per quarter as a directors' fee. The Company's subsidiaries do have performance bonuses or profit sharing as part of their employment contracts with key employees.
Cash Compensation
The following table sets forth all cash compensation paid by the Company for services rendered to the Company for the fiscal years ended June 30, 2000, 2001 and 2002, to the Company's Chief Executive Officer. No executive officer of the Company has earned a salary greater than $100,000 annually for any of the periods depicted.
Summary Compensation Table
Other All Annual Other Name and Fiscal Compen- Compen- Principal Position Year Salary Bonus sation sation
none
Item 11.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of the Company as September 30, 2002, with respect to each person known by the Company to own beneficially more than 5% of the Company's outstanding common stock, each director and all directors and officers as a group.
Name and Address Amount and Nature of Percent of Beneficial Owner Beneficial Ownership of Class(1) ------------------- -------------------- ----------- James E. & Diana Jenkins* 5,372,3947 9.91% 556 Sand Lake Center 7380 Sand Lake Rd Orlando, Florida 32819
Charles Giannetto* 500,000 0.93% 556 Sand Lake Center 7380 Sand Lake Rd. Orlando, Florida 32819
Thomas Ginther* 0 0.0% 1501 Citrus Center 255 South Orange Avenue Orlando, Florida 32801
TransAtlantic Surety & 3,273,510 6.15% Bond Company, Ltd. c/o 5703 Red Bug Lake Rd. #214 Winter Springs, Florida 32708
All directors and executive 9,145,904 33.5% officers as a group (3 persons in group)
---------------- * Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the Company has been advised that each person above has sole voting power over the shares indicated above.
(1) Based upon 53,259,700 shares of common stock outstanding on September 30, 2003.
Item 12.
Item 12. Certain Relationships and Related Transactions
During 2003 the Company provided financial advisory services to Transatlantic Surety & Bond Co., Ltd., a 6.15% stockholder of the Company. Fees charged for these services amounted to $210,300. At June 30, 2003, the Company wrote off $107,403 for the above-described services.
In early fiscal 2003 the Company advanced a stockholder and former employe $60,000. As of June 30, 2003, management has determined this amount to be uncollectible and has written it off.
The Company disposed ot its manufacturing segment during 2002. The net assets were purchased by companies owned by a stockholder and former officer of the Company. In connection with this transaction a loss of $192,858 on disposal of discontinued operations was recorded.
PART V
Item 13.
Item 13. Exhibits and Reports on Form 8-K
Exhibit No. Description ----------- ------------- 31.1 Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Company Financial Statements June 30, 2003
TS&B HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
TS&B HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
CONTENTS
Page ------- INDEPENDENT AUDITORS' REPORT
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENTS OF OPERATIONS -
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ACCUMULATED (DEFICIT)
CONSOLIDATED STATEMENTS OF CASH FLOWS -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
To the Board of Directors TS&B Holdings, Inc. Orlando, Florida
Independent Auditors' Report
We have audited the accompanying consolidated balance sheet of TS&B Holdings, Inc. as of June 30, 2003, and the related consolidated statements of operations, changes in stockholders' equity accumulated (deficit) and cash flows for the years ended June 30, 2003 and 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TS&B Holdings, Inc. as of June 30, 2003, and the results of its operations, changes in stockholders' equity accumulated (deficit) and cash flows for the years ended June 30, 2003 and 2002, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company's liabilities exceed assets and it has incurred net losses from continuing operations of $1,588,423 and $2,647,337 for 2003 and 2002. During 2002, the Company began offering investment banking and other financial advisory services. In 2003 and 2002, revenues from these services were not able to support on-going operations. Further, 2003 operating cash flows were insufficient to support operations. Through October 10, 2003, the Company has not generated revenues nor obtained debt or equity funding to support continuing operations. These factors and others discussed in Note M raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
/s/B2d semago
CERTIFIED PUBLIC ACCOUNTANTS Tampa, Florida October 10, 2003
TS&B HOLDINGS, INC. CONSOLIDATED BALANCE SHEET JUNE 30, 2003
ASSETS
CURRENT ASSETS
Cash $ 38,076 Accounts receivable 7,000 Interest due on stock subscription receivable 153,082 Other current assets 100 ------------- TOTAL CURRENT ASSETS 198,258
OTHER ASSET - DEPOSIT ON PENDING ACQUISITION 40,500 ------------- $ 238,758 =============
LIABILITIES AND STOCKHOLDERS' EQUITY ACCUMULATED (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 177,553 Advances from officers and stockholders 144,869 Note payable to related parties 150,000 ------------- TOTAL CURRENT LIABILITIES 472,422 ------------- COMMITMENTS AND CONTINGENCIES - ------------- STOCKHOLDERS' EQUITY ACCUMULATED (DEFICIT)
Common stock, $.001 par value, 100,000,000 shares authorized, 53,259,700 issued and outstanding 53,260 Additional paid-in capital 14,487,594 Stock subscription receivable ( 1,250,000) Accumulated deficit (13,524,518) ------------- ( 233,664) ------------- $ 238,758 =============
The accompanying notes to consolidated financial statements are an integral part of this statement.
TS&B HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002 ----------- ------------ REVENUES $ 46,200 $ 210,400 ----------- ------------ OPERATING EXPENSES
Professional fees 673,297 2,174,677 General and administrative 1,027,891 361,641 Depreciation and amortization 1,653 837 Marketing expenses 10,656 32,192 ----------- ------------- 1,713,497 2,569,347 ----------- ------------- NET OPERATING LOSS (1,667,297) (2,358,947) ----------- ------------- OTHER INCOME (EXPENSE)
Interest income 75,000 - Interest expense ( 13,096) - Loss on stock investment - ( 288,390) Other 16,970 - ----------- ------------ 78,874 ( 288,390) ----------- ------------ NET LOSS FROM CONTINUING OPERATIONS (1,588,423) (2,647,337) ----------- ------------ NET LOSS FROM DISCONTINUED OPERATIONS
Net loss from discontinued operations - (1,240,874) Loss on disposal of discontinued operations - ( 192,858) ----------- ------------ - (1,433,732)
NET LOSS $(1,588,423) $(4,081,069) =========== ===========
The accompanying notes to consolidated financial statements are an integral part of these statements.
TS&B HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 (Continued)
2003 2002 ------------ ------------- NET LOSS PER COMMON SHARE $( .04) $( .31) ============ ============= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 35,945,453 13,247,634 ============ ============= NET LOSS FROM CONTINUING OPERATIONS $( .04) $( .20) ============ ============= NET LOSS FROM DISCONTINUED OPERATIONS $( - ) $( .09) ============ ============= LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS $( - ) $( .02) ============ =============
The accompanying notes to consolidated financial statements are an integral part of these statements.
TS&B HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ACCUMULATED (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
Additional Stock Common stock paid-in subscription Accumulated ------------------------- Shares Par value capital receivable (deficit) -------------------------- ------------- -------------- -------------
BALANCE JUNE 30, 2001 10,911,700 $ 10,912 $ 10,895,317 $ (1,250,000) $ (7,855,026)
Stock issued for Director, employee and officer compensation 912,000 912 130,888 - -
Stock issued for professional services 8,786,000 8,786 2,149,264 - -
Net (loss) - - - - (4,081,069) -------------------------- ------------- -------------- -------------
BALANCE JUNE 30, 2002 20,609,700 20,610 13,175,469 (1,250,000) (11,936,095)
Stock issued for employee and officer compensation 9,150,000 9,150 712,325 - -
Stock issued for professional services 19,000,000 19,000 563,800 - -
Stock issued in connection with acquisition 4,500,000 4,500 36,000 - -
Net (loss) - - - - (1,588,423) -------------------------- ------------- -------------- -------------
BALANCE JUNE 30, 2003 53,259,700 $ 53,260 $ 14,487,594 $ (1,250,000) $(13,524,518) ========================== ============= ============== =============
The accompanying notes to consolidated financial statements are an integral part of these statements.
TS&B HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 39,200 $ 102,097 Cash paid for continuing operating expenses (292,842) ( 56,924) Cash paid for discontinued operations - (325,473) Other 16,970 - --------- ----------- Net cash used by operating activities (236,672) (280,300) --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments - 40,610 Repayment of notes receivable - 87,486 Purchase of office equipment - ( 8,263) Other - ( 5,150) --------- ----------- Net cash provided by investing activities - 114,683 --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 150,000 173,100 Proceeds from officer and stockholder advances 125,052 ( 11,857) --------- ---------- Net cash provided by financing activities 275,052 161,243 --------- ---------- NET INCREASE (DECREASE) IN CASH 38,380 ( 4,374)
CASH, BEGINNING OF YEAR ( 304) 4,070 --------- ---------- CASH (DEFICIT), END OF YEAR $ 38,076 $( 304) ========= ==========
The accompanying notes to consolidated financial statements are an integral part of these statements.
TS&B HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002 ------------ ------------ RECONCILIATION OF NET LOSS TO CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $(1,588,423) $(4,081,069)
RECONCILING ADJUSTMENTS
Loss on disposition of assets 5,783 - Loss on investments - 288,390 Loss from discontinued operations - 1,240,874 Loss on disposal of discontinued operations - 192,858 Decrease (increase) in accounts receivable 101,203 ( 108,303) (Increase) decrease in other assets ( 69,850) 10,674 Depreciation and amortization 1,653 827 Increase in accounts payable and accrued expenses 8,687 211,072 Stock issued for services 1,304,275 2,289,850 Decrease in net assets from discontinued operations - ( 325,473) ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES $( 236,672) $( 280,300) ============ ============
NONCASH INVESTING AND FINANCING ACTIVITIES
STOCK ISSUED FOR SERVICES $ 1,304,275 $ 2,289,850 ============ ============ STOCK ISSUED AS DEPOSIT $ 40,500 $ - ============ ============
The accompanying notes to consolidated financial statements are an integral part of these statements.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company activities
TS&B Holdings, Inc. (formerly known as Ammonia Hold, Inc.) (the Company) was incorporated in the state of Utah in 1980.
Prior to 2003 the principal business of the Company was the manufacture of odor reducing and oil and grease absorbent products using patented processes. As further described below, at June 30, 2002, the Company disposed of this segment of the business.
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 consolidated financial statements include the Company and its wholly-owned subsidiary TS&B Financial Services, Inc. in 2003 and 2002, and Super Dry Industries, Inc. in 2002. All intercompany 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.
Impairment of long-lived assets
Long-lived assets, including goodwill and other intangibles, are periodically reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
The amount of an impairment loss is measured as the excess of the carrying amount of the asset over the fair value of the asset.
See Note G for impairment adjustments related to long-lived assets.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 purpose of the statement of cash flows, cash and cash equivalents includes time deposits with original maturities of three months or less.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE B - STOCK ISSUED FOR COMPENSATION AND CONSULTING SERVICES
During the years ended June 30, 2003 and 2002, the Company issued shares of Company stock for Director, officer and employee compensation and for various professional consulting services. A summary of these activities is as follows (shares in 100's):
2003 2002 Shares Amount Shares Amount --------------------- --------------------------- Director compensation - $ - 5,000 $ 70,000
Employee and officer compensation 91,500 721,475 4,120 61,800
Professional consulting services 190,000 582,800 87,860 2,158,050 ---------------------- --------------------------- 281,500 $ 1,304,275 96,980 $ 2,289,850 ====================== ===========================
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 years ended June 30, 2003 and 2002, the above amounts are included in professional fees and general and administrative expenses.
NOTE C - STOCK SUBSCRIPTION RECEIVABLE
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;
- 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
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE C - STOCK SUBSCRIPTION RECEIVABLE (continued)
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 are held in escrow pending TSB performance on debenture terms. Principal is payable 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 convert the debenture into stock of the affiliated company at the then existing market price.
At June 30, 2003 and through October 10, 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 June 30, 2003, unpaid interest on the debenture amounted to $153,082.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE D - SEGMENTS
Through June 30, 2002, the Company operated in two business segments; manufacture of odor and absorption products; and financial services. Separate management of each segment is required because each business unit is subject to different marketing, delivery and technology strategies.
At June 30, 2003 and 2002, and for the years then ended, information on reportable segments is as follows:
June 30, 2003
Financial Consolidated Manufacturing services totals ------------- ----------- ------------ External revenues $ - $ 46,200 $ 46,200 ============= =========== ============ Intersegment revenues $ - $ - $ - ============= =========== ============ Interest expense, net $ - $ - $ - ============= =========== ============ Depreciation $ - $ 1,653 $ 1,653 ============= =========== ============ Loss from continuing operations $ - $(1,588,423) $(1,588,423) ============= =========== ============ Loss from discontinued operations $ - $ - $ - ============= =========== ============ Significant non-cash items -
Employee and consultant compensation $ - $ 1,304,275 $ 1,304,275
Loss on stock investments - - -
Loss on disposal of discontinued assets - - - ------------ ----------- ------------ $ - $ 1,304,275 $ 1,304,275 ============ =========== ============ Total assets $ - $ 238,758 $ 238,758 ============ =========== ============ Expenditures for long- lived assets $ - $ - $ - ============ =========== ============
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE D - SEGMENTS (continued)
June 30, 2002 Financial Consolidated Manufacturing services totals ------------- ------------- ------------- External revenues $ - $ 210,400 $ 210,400 ============= ============= ============= Intersegment revenues $ - $ - $ - ============= ============= ============= Interest expense, net $ - $ - $ - ============= ============= ============= Depreciation $ - $ 837 $ 837 ============= ============= ============= Loss from continuing operations $ - $(2,647,337) $(2,647,337) ============= ============= ============= Loss from discontinued operations $(1,240,874) $ - $(1,240,874) ============= ============= ============= Significant non-cash items -
Employee and consultant compensation $ - $(2,289,850) $(2,289,850)
Loss on stock investments - ( 288,390) ( 288,390)
Loss on disposal of discontinued assets ( 192,858) - ( 192,858) ------------ ------------- ------------- $( 192,858) $(2,578,240) $ 2,771,098 ============ ============= ============= Total assets $ - $ 198,667 $ 198,667 ============ ============= ============= Expenditures for long- lived assets $ - $ 8,263 $ 8,263 ============ ============= =============
The chief operating decision makers do not use cash loaned or invested in the Company's segments to evaluate their performance. However, such information is furnished to the chief operating decision makers. For the years ended June 30, 2003 and 2002, cash loaned or invested in each of the Company's segments amounted to:
2003 2002 --------- --------- Manufacturing $ - $ 173,100
Financial services 275,052 - --------- --------- $ 275,052 $ 173,100 ========= =========
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE D - SEGMENTS (continued)
The manufacturing segment derived its revenues from sale of odor reducing and oil and grease absorption products. The financial services segment derives its revenues from hourly contingency and other fees from providing investment banking and financial services.
At June 30, 2002, the Company had disposed of its manufacturing segment (see Note E).
NOTE E - DISCONTINUED OPERATIONS
At June 30, 2002, the Company disposed of its manufacturing segment. Assets and liabilities associated with this segment were sold to companies owned or controlled by an officer and shareholder of the Company under the following terms:
- assets were disposed of at their carrying value at June 30, 2002, which management approximates at their fair market value;
- liabilities were assumed at their carrying value as of June 30, 2002;
A summary of assets disposed of and liabilities assumed at June 30, 2002, are as follows:
Current assets $ 357,426 Fixed assets, net 1,096,730 Other assets 528,485 Current liabilities ( 683,885) Bank and other long- term debt (1,105,898) ------------ Loss on disposal $ 192,858 ============
Included in current liabilities above is $425,000, the Company owes the Internal Revenue Service for current and delinquent payroll taxes and associated interest and penalties. The purchaser has indemnified the Company in the event they are unable to settle and pay amounts due and the IRS pursues collection efforts against the Company. At June 30, 2003, the eventual outcome of the purchaser's payment efforts with the Internal Revenue Service; the purchaser's ability to financially indemnify the Company, and the Company's ultimate liability to the Internal Revenue Service, is unknown.
NOTE F - BUSINESS ACQUISITIONS
During 2002, the Company pursued a number of acquisitions of operating companies - including issuing memorandums of understanding and signing purchase agreements. Each of these documents included contingent purchase terms and other requirements. At June 30, 2003, other than described below, all such acquisitions have been cancelled due to the contingent purchase terms not being met.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE F - BUSINESS ACQUISITIONS (continued)
At June 30, 2003 and through October 10, 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 June 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.
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 October 10, 2003, none of the above acquisitions have closed.
NOTE G - IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS
During the year ended June 30, 2002, the Company became aware of impairments in value for certain long-lived and intangible assets. All of these assets were acquired by the Company on or before June 30, 2001. The Company evaluated impairment of long-lived and intangible assets in accordance with Statement of Financial Standards No. 121, Impairment Of Long-Lived Assets And Long-Lived Assets To Be Disposed Of.
A description of impaired assets, facts and circumstances leading to impairment, how fair value was determined and amount of impairment loss follows.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE G - IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS (continued)
The Company and its wholly-owned subsidiary had several patents that were related to the methods of manufacturing their products. During 2002, the Company had a significant decrease in revenues from these products. Further, management evaluation indicated future revenues directly attributable to the patents were insufficient to support their carrying value. This led management to conclude the patents' carrying value was impaired. The impairment loss recorded by the Company of $304,533 is equal to the cost of the patents less accumulated amortization. This impairment loss is included in net loss from discontinued operations in the accompanying financial statements. Management determined the patents had no value to an arms-length buyer.
In 1998 the Company acquired its wholly owned subsidiary, Super Dry Industries, Inc. In 2001 the Company incurred substantial net operating losses. Further, the Company had insufficient capital to increase subsidiary revenues and demand for the subsidiaries product was weak. Based on these factors, Management decided to shut down the subsidiary's operations. During 2002, Management evaluated the long-lived idle assets and determined a substantial portion was impaired. The impairment loss recorded by the Company of $535,473 is equal to the cost of the long-lived assets less accumulated depreciation, less management's estimate of value to an arms-length buyer. This impairment loss is included in net loss from discontinued operations in the accompanying financial statements. Management determined the long-lived asset value through analysis of fair market value to an arms-length buyer.
See Note D for business segments affected by the impairment losses noted above.
NOTE H - INCOME TAXES
For the years ended June 30, 2003 and 2002, the benefit for income taxes consists of the following:
2003 2002 ---------- ------------ Deferred tax benefit $ 555,000 $ 1,185,000
Less valuation allowance (555,000) (1,185,000) ---------- ------------ $ - $ - ========== ============
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.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE H - INCOME TAXES (continued)
For the years ended June 30, 2003 and 2002, the following temporary differences give rise to the above deferred tax benefits:
2003 2002 ---------- ------------ Net operating loss carryovers $ 555,000 $ 1,310,000
Realized security losses - ( 125,000) ---------- ------------ $ 555,000 $ 1,185,000 ========== ============
For the years ended June 30, 2003 and 2002, a reconciliation of the income tax benefit at statutory rates to the Company's effective rate is as follows:
2003 2002 ------------ ------------- Benefit computed at statutory rates 37.6% 37.6%
Less valuation allowance on deferred tax assets ( 37.6%) ( 37.6%) ------------ ------------- Benefit computed at effective rate - % - % ============ =============
At June 30, 2003 and 2002, deferred tax assets consist of the following:
2003 2002 ------------ ------------ Deferred tax assets $ 4,520,000 $ 3,965,000
Less valuation allowance (4,520,000) (3,965,000) ------------ ------------ $ - $ - ============ ============
At June 30, 2003, the Company has approximately $11,300,000 of tax net operating losses available for carryforward through 2022.
NOTE I - LEASE ACTIVITY
In 2003, the Company leased office and operating facilities under a short-term operating lease.
For the years ended June 30, 2003 and 2002, rent expense on lease activity amounted to $94,239 and $34,572, respectively.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE J - STOCK OPTIONS
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 June 30, 2003, the options have not been exercised.
NOTE K - RELATED PARTY ACTIVITY
During 2002 the Company provided financial advisory services to Transatlantic Surety and Bond Co., Ltd., a stockholder of the Company (see Note C). Fees charged for these services amounted to $210,300 and are included in revenues in the accompanying financial statements. At June 30, 2002, the Company was owed $108,203 for the above described services.
During the year ended June 30, 2003, the unpaid portion of these fees, amounting to $107,403, were determined by management to be uncollectible and were written off.
In early fiscal year 2003, the Company advanced a stockholder and former employee $60,000. At June 30, 2003, management has determined this amount to be uncollectible and has written it off.
As described in Note E, the Company disposed of its manufacturing segment during 2002. The net assets were purchased by companies owned by a stockholder and officer of the Company. In connection with this transaction a loss of $192,858 on disposal of discontinued operations was recorded.
NOTE L - NOTE PAYABLE TO RELATED PARTIES
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 June 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.
TS&B HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002
NOTE M - GOING CONCERN
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 June 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 October 10, 2003, additional funding to support operations and planned acquisitions has not been obtained.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TS&B HOLDINGS, INC.
By: /s/ CHARLES GIANNETTO ------------------------ Charles Giannetto, Chief Financial Officer
Dated: October 15, 2002
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
By: /s/ JAMES E. JENKINS President, C.E.O. and October 14, 2003 -------------------------- Director JAMES E. JENKINS
By: /s/ CHARLES GIANNETTO Vice President and October 14, 2003 ----------------------- Director CHARLES GIANNETTO Chief Accounting Officer Principal Financial Officer
By: /s/ THOMAS GINTHER Director October 14, 2003 ----------------------- THOMAS GINTHER
By: /s/ Director October 14, 2003 -------------------------
By: /s/ Director October 14, 2003 --------------------------
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