SEC Filing | Chembio Diagnostics, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D C. 20549 FORM 10K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ____________ Commission File No. 333-85787 Trading Solutions.com, Inc. --------------------------- (Exact name of Registrant as specified in its charter) Nevada 88-0425691 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 200 Camino Aguajito, #200, Monterey, CA 93940 - --------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (831) 375-6209 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Stock, $0.001 par value Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No lndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Statute 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March, 2000, there is no aggregate market value of the voting stock held by non-affiliates of the registrant. 1

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of March 2000 ----- ---------------------------- $0.001 PAR VALUE CLASS A COMMON STOCK 2,760,000 Shares PART I ITEM 1. Business. The Company is a development stage company, which is establishing an online trading school along with several trading schools in California. The Company will also sell services and products through a to be developed online store. Students and shoppers will be able to purchase services through the company website www.tradingsolutionsinc.com. Our website is currently under development and is expected to be operational by the end of 2000. No services or revenues have been provided or received. The Company was incorporation on May 14, 1999. In December 1999, the Company changed its fiscal year end to March 31. Since inception, the Company has been engaged in developing corporate structure, planning operations, capital raising activities, and negotiating agreements with prospective business affiliates. The Company has no operating revenue to date. The Company is currently working on two projects: 1. Trading Solutions.com, Inc. trading school is designed to provide education for people interested in online investing. The Company offers training for beginners as well as experienced traders. Courses consist of a combination of theory sessions linked closely with a practical hands on approach. The Company provides online training, individual training, small group sessions and seminars on various trading and computer related subjects. 2. The Company intends to establish or acquire an e-commerce business and link it with the online trading school. The Company will offer products for investors, including books, magazines, newspapers, online newsletters and trading software packages. The Company's marketing strategy is directed towards new and experienced traders. Management will work to establish a local market niche for each one of its trading schools by advertising in local newspapers and radio. Management will work to increase the public's awareness of the Company's name and its services. Special events will be sponsored from which name affiliation and public familiarity with the services and products offered can be achieved. 2

The Company will optimize advertising dollars spent on radio by purchasing air time from those radio stations whose demographics most closely resemble the Company's clientele. Management will be responsible for contacting account executives from various local stations and requesting proposals and statistics regarding their stations' listeners and advertising packages. The Company intends to advertise on the Internet through its web page, which will be updated regularly. The Company will also maintain advertisements in the local newspapers. The Company will also produce color catalogs to be printed and distributed throughout the year. The Company intends to affiliate with professional traders to teach the online classes and seminars. Currently, the information most in demand includes online trading, electronic trading, day trading strategies and the software applied in trading. ITEM 2. Properties The Company's sales and administrative offices are located at 200 Camino Aguajito, Suite 200, Monterey, California 93940. Offices are provided on a rent free basis by Monterey Ventures, Inc. It has no other physical facilities. ITEM 3. Legal Proceedings. None. ITEM 4. Submission of Matters to a Vote of Security Holders. None. PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters. None ITEM 6. Management's Discussion and Analysis of Financial Condition and Results of Operation. During the year, the Company's financial condition has minimal changes as a result of operations. At present, the Company's major sources of liquidity and cash consist of accounts receivable which is an internal source. The company has received funds from the sale of equity in the company and has received no operating revenues. If no revenues are received or no additional funds are 3

received from the sale of securities or loans the company will not be able to continue with its business plan. There is no research and development underway. The Company has not been affected by unusual events or transactions that would have any impact on reported income or operations. The increase in sales was a result of its marketing efforts. Currently, the Company knows of no events that will cause a material change in cost and revenues. The Company plans to increase its market share by soliciting retailers and is considering development of an Internet website. The Company is still in its development stage and has not felt the effects of inflation. ITEM 7. Financial Statements and Supplementary Data. TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) Financial Statements With Independent Auditor's Report Prepared by HAWKINS ACCOUNTING CERTIFIED PUBLIC ACCOUNTANT SALINAS, CALIFORNIA

TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) Index to Financial Statements Page ---- Independent Auditor's Report 2 Balance Sheet 3 Statement of Operations, From date of Inception to March 31, 2000 4 Statement of Shareholder's Equity 5 Statement of Cash Flows, From date of Inception to March 31, 2000 6 Notes to Financial Statements 7

To the Board of Directors and Shareholders Trading Solutions.Com, Incorporated Monterey, California Independent Auditor's Report I have audited the balance sheet of Trading Solutions.Com, Incorporated (a development stage company) as of March 31, 2000 and the related statements of operations, stockholders' equity and cash flows from the date of inception to year end, March 31, 2000. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit 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 assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides reasonable basis for my opinion. In my opinion, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Trading Solutions.Com, Incorporated, as of March 31, 2000 and the results of operations and its cash flows and the cumulative results of operations and cumulative cash flows for the period from date of inception to year end, March 31, 2000 in conformity with generally accepted accounting principals. The accumulated deficit during the development stage for the period from date of inception to year-end March 31, 2000 is $128,864. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed Note 7 to the financial statements, the Company has incurred net losses form operations and has not yet commenced full operation, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. /s/ Hawkins Accounting - ---------------------- July 6, 2000

TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) BALANCE SHEET March 31, 2000 ASSETS Current assets Cash in bank $ 4,691 Other receivable 176 Total current assets 4,867 Furniture and equipment Equipment 2,206 Furniture 600 2,806 Accumulated depreciation (176) 2,630 Total assets $ 7,497 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Accounts payable $ 1,371 Total current liabilities 1,371 Total liabilities 1,371 Stockholders' equity Common stock, 20,000,000 shares authorized at a par value of .01. 2,760,000 outstanding 27,600 Paid in capital 107,390 Deficit incurred during development stage (128,864) Total stockholder's equity 6,126 Total liabilities and stockholder's equity $ 7,497 The accompanying notes are an integral part of these financial statements 3

TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) STATEMENT OF OPERATIONS From date of inception to year ended March 31, 2000 Deficit Accumulated During Development Stage ----- Income $ 1,920 $ 1,920 Expenses Accounting fees 6,000 6,000 Advertising 4,580 4,580 Bank charges 104 104 Compensation expense 34,000 34,000 Consulting fees 41,107 41,107 Depreciation 176 176 Education 1,995 1,995 Management fees 5,000 5,000 Miscellaneous 7,884 7,884 Office supplies 4,534 4,534 Postage 89 89 Promotions 514 514 Taxes and licenses 1,765 1,765 Legal fees 12,606 12,606 Organizational costs 896 896 Rent 3,166 3,166 Telephone 2,602 2,602 Travel 3,752 3,752 Total expenses 130,770 130,770 Loss from operations (128,850) (128,850) Other (expenses) Interest (14) (14) Total other expenses (14) (14) Net Loss (128,864) (128,864) Loss per common share $ (0.05) $ (0.05) The accompanying notes are an integral part of these financial statements 4

TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) STATEMENT OF OPERATIONS From date of inception to year ended March 31, 2000 Weighted average of 2,587,302 2,587,302 shares outstanding The accompanying notes are an integral part of these financial statements 4

TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) STATEMENT OF CASH FLOWS-INDIRECT METHOD From date of inception to year end March 31, 2000 Deficit Accumulated During Development Stage ----- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (128,864)$ (128,864) Adjustment to reconcile net income to net cash provided by operating activities Depreciation 176 176 Compensation expense 34,000 34,000 Increase in other receivables (176) (176) Increase in accounts payable 1,371 1,371 NET CASH PROVIDED BY OPERATING ACTIVITIES (93,493) (93,493) INVESTING ACTIVITIES Purchase of furniture and equipment 2,806 2,806 NET CASH USED IN INVESTING ACTIVITIES 2,806 2,806 FINANCING ACTIVITIES Sale of common stock 100,990 100,990 Short term borrowing 3,000 3,000 Payment of short term borrowing (3,000) (3,000) NET CASH REALIZED FROM FINANCING ACTIVITIES 100,990 100,990 INCREASE IN CASH AND CASH EQUIVALENTS 4,691 4,691 Cash and cash equivalents at the beginning of the year 0 0 CASH AND CASH EQUIVALENTS $ 4,691 $ 4,691 Supplemental disclosure of financiang activities Interest paid during the period from date of inception to March 31, 2000 $ 14 $ 14 The accompanying notes are an integral part of these financial statements 6

TRADING SOLUTIONS.COM, INCORPORATED (A Development Stage Company) STATEMENT OF STOCKHOLDER'S EQUITY From date of inception to year end March 31, 2000 Deficit Accumulated Paid During Common Stock in Development Shares Amount Capital Stage Total ------ ------ ------- ----- ----- Founders stock 2,495,000 24,950 (22,455) 2,495 Options 85,000 850 41,645 42,495 May 18, 1999 14,000 140 6,860 7,000 May 21, 1999 2,000 20 980 1,000 May 24, 1999 3,000 30 1,470 1,500 May 27, 1999 2,000 20 980 1,000 June 2, 1999 10,000 100 4,900 5,000 June 3, 1999 2,000 20 980 1,000 June 4, 1999 4,000 40 1,960 2,000 June 7, 1999 2,000 20 980 1,000 June 13, 1999 2,000 20 980 1,000 June 16, 1999 3,000 30 1,470 1,500 June 17, 1999 10,000 100 4,900 5,000 June 22, 1999 2,000 20 980 1,000 June 25, 1999 1,000 10 490 500 June 27, 1999 6,000 60 2,940 3,000 June 29, 1999 12,000 120 5,880 6,000 June 30, 1999 2,000 20 980 1,000 July 1, 1999 15,000 150 7,350 7,500 July 2, 1999 14,000 140 6,860 7,000 July 5, 1999 3,000 30 1,470 1,500 July 8, 1999 6,000 60 2,940 3,000 July 12, 1999 2,000 20 980 1,000 July 14, 1999 3,000 30 1,470 1,500 November 23, 1999 2,000 20 980 1,000 November 29, 1999 2,000 20 980 1,000 December 3, 1999 20,000 200 9,800 10,000 December 9, 1999 2,000 20 980 1,000 December 13, 1999 10,000 100 4,900 5,000 December 20, 1999 20,000 200 9,800 10,000 December 21, 1999 4,000 40 1,960 2,000 Net loss per period (128,864) (128,864) Total 2,760,000 $ 27,600 $ 107,390 (128,864) $ 6,126 The accompanying notes are an integral part of these financial statements 5

Trading Solutions,Com, Incorporated Notes to Financial Statements March 31, 2000 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the business - Trading Solutions.Com, Inc (the "Company) is designed to provide education for people interested in on line investing. The Company also intends to establish a corporate trading account and manage money. The Company further intends to establish or acquire an ecommerce business to link with the trading school. Development Stage Company - The Company is a development stage company, as defined in the Financial Accounting Standards Board No. 7. The Company is devoting substantially all of its present efforts in securing and establishing a new business, and although planned operations have commenced, an immaterial amount of revenue has been realized. Pervasiveness of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets 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. Cash and cash equivalents - For financial statement presentation purposes, the Company considers all short term investments with a maturity date of three months or less to be cash equivalents. Property and equipment - Property and equipment are recorded at cost. Maintenance and repairs are expensed as incurred; major renewals and betterments are capitalized. When items of property or equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is provided using the straight-line method, over the useful lives of the assets. Income taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are 7

Trading Solutions.Com, Incorporated Notes to Financial Statements March 31, 2000 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't) Income taxes (con't) recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Stock options -Stock that is issued for services rendered are recorded at the fair value of the stock in the year that the stock is given and recorded as an expense in the same year. NOTE 2: BACKGROUND The Company was incorporated under the laws of the State of Nevada on May 14,1999. The principal activities of the Company, from the beginning of the development stage, have been organizational matters and the sale of stock. NOTE 3: EQUIPMENT AND FURNITURE The following is a summary of fixed asset classifications, accumulated depreciation and depreciable lives for the Company at December 31, 1999. Useful life Years Amount ----- ------ Computer equipment 5 $ 2,206 Office furniture 10 600 Total 2,806 Accumulated depreciation 132 Net equipment and furniture 2,674 Depreciation expense for the period from date of inception to December 31, 1999 was $ 132. NOTE 4: COMMON STOCK Founders stock - At incorporation the Company issued stock to the founders of the corporation. These shares totaled 2,495,000 shares and were issued for consideration of $.001 per share. Proceeds from these sales were $2,495. 8

Trading Solutions.Com, Incorporated Notes to Financial Statements March 31, 2000 NOTE 4: COMMON STOCK (con't) Stock options - At the organizational meeting of the board of directors it was voted on to issue stock options of the Company's common stock to certain officers of the corporation, a key employee of a non affiliated company and the non affiliated company. These options are to be exercised at $.10 a share and have an expiration date of December 31, 2002. These options are callable at $.02 per share by the Company with a 30 day notice. A total of 85,000 shares were voted on for the options of which 85,000 shares of the options were exercised at September 30, 1999. Total proceeds from these sales were $8,500. The fair market value at the date the options were granted was $.50 a share. Therefore, the Company has recognized $ 34,000 in compensation expense for the period. Public stock offering - During the period ended December 31, 1999 the Company sold solely to accredited and/or sophisticated investors its common stock. Each share had a par value of $.O1 a share and was offered to the investors at $.50 a share. The stock was sold during various times during the period from date of inception to December 31, 1999 to 37 different investors buying a total of 182,000 shares of common stock. Total proceeds, from the offering, as of the period ended December 31, 1999 were $91,000. NOTE 5: INCOME TAXES The benefit for income taxes from operations consisted of the following components: current tax benefit of $18,150 resulting from a net loss before income taxes, and a deferred tax expense of $18,150 resulting from a valuation allowance recorded against the deferred tax asset resulting from net operating losses. Net operating loss carryforward will expire in 2014. The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized. At that time, the allowance will either be increased or reduced; reduction would result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer required. NOTE 6: RELATED PARTY TRANSACTIONS The Company entered into an agreement with one of its shareholders to provide assistance to the Company in the formation of its corporate structure and to use their contacts in assisting with the development of a public market for the Company's common stock. The agreement calls for the shareholder to be paid a total of $22,000 of which $5,000 was paid for 9

Trading Solutions.Com, Incorporated Notes to Financial Statements March 31, 2000 NOTE 6: RELATED PARTY TRANSACTIONS (con't) the period ended December 31, 1999. The Company is to further provide support services such as office space and telephone services for which the Company will be billed separately. Total cash paid for these additional services as of December 31, 1999 was $1,615. The Company also entered into an agreement with another shareholder to provide consulting services to the Company. This agreement totals $30,000 of which $11,300 was paid as of December 31, 1999. There is an agreement with one of the founders to provide support services to the Company. This agreement has a maximum of $8,000. The total amount paid as of December 31, 1999 was $8,000. NOTE 7: GOING CONCERN From the date of inception to December 31, 1999, the Company has yet to commence receiving a material amount of revenue and has net losses from operating activities which raise substantial doubt about its ability to continue as a going concern. Management will work to establish a local market niche for each one of its trading schools by advertising in local newspapers and radio. This is intended to create public awareness of the Company's name and its services. Management also intends to affiliate with professional traders to teach online classes and seminars in real-time broadcasting. The Company also intends to continually invest in its web site infrastructure as needed for upgrades, incorporation of new features and keeping up with the changing internet technology. The Company will establish an on line store that will offer literature such as books, newspapers and newsletters that will target online investors. In order to attract and retain quality instructors the Company plans to grant each participating instructor the opportunity to be promoted on an exclusive basis by the Company's web site. The Company's ability to continue as a going concern is dependent upon a successful public offering and ultimately achieving profitable operations. 10

Trading Solutions.Com, Incorporated Notes to Financial Statements March 31, 2000 NOTE 7: GOING CONCERN (con't) There is no assurance that the Company will be successful in its efforts to raise additional proceeds or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 8: MATERIAL ADJUSTMENTS Management represents that all material adjustments have been made to the financial statements. 11

ITEM 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III ITEM 9. Directors and Executive Officers of the Registrant. The following information sets forth the names of the officers and directors of the Company, their present positions with the Company and biographical information. Natalie Shahvaran (Age 23). President, Chief Executive Officer, Chief Operating Officer, Director. Ms. Shahvaran graduated from Heald Business College with honors and received her Associate's Degree in Computer Business Administration in 1999. Ms. Shahvaran worked as a computer consultant for Monterey Ventures, Inc. from 1998 to 1999. Monterey Ventures is a venture capital and financing company for small companies. Ms. Shahvaran was employed by Heald College as a college algebra/business math tutor from January 1997 to December 1998. Michael A. Strahl (Age 40). Secretary, Director. Mr. Strahl graduated from Western State College and received his BA in Business Administration/Finance in 19__. He was the Vice President and Director of Themiis Corporation, a merchant bank specializing in environmental management from June 1997 to July 1999. He was Vice President and Chief Operating Officer of Environmental 4

Enzymes, Inc., an enzyme manufacturing company from February 1999 to July 1999. He is currently on the board of directors of Internet Finance.com, Inc. and Monterey Technologies, Inc. Michael A. Strahl has also been a part owner and board member since March 1994 of the Environmental Business Network, Inc., an environmental solutions oriented company. He was President of Environmental and Energy Group, Inc. (EEG), consultant to the oil and gas industry from April 1992 to August 1993. Before joining the environmental industry, he was a NASD Principal with Corporate Securities Group from April 1998 to January 1999 and was a branch manager for Oxford Financials from February 1990 to May 1990. Susan Turner (Age 44). Chief Financial Officer, Treasurer, Director. Ms. Turner attended the University of Michigan School of Business Administration and received her BA in Business Administration in April 1975. She graduated with a major in Accounting. Ms. Turner passed the CPA exam in November 1975 and obtained a Michigan CPA license April 1978, a Georgia license September 1980 and a California license December 1985. Ms. Turner is currently a Certified Public Accountant. Ms. Turner started her professional career over 20 years ago with Peat, Marwick, Mitchell, a national CPA firm from September 1975 to April 1977. She was also audit manager for the Commercial Loan Department of General Electric Credit Corporation in Palo Alto, California from November 1978 to July 1981. Ms. Turner previously managed the tax department of McGilloweay & Elstob in California from December 1984 to September 1987, and has been the proprietor of her own CPA firm since 1987. Ms. Turner handles the Company's financial matters, including financial statement preparation, tax returns, budgeting and forecasting. ITEM 10. Security Ownership of Certain Beneficial Owners and Management. The following table sets forth, as of March 31, 2000, information regarding the beneficial ownership of shares by each person known by the Company to own five percent or more of the outstanding shares, by each of the directors and by the officers and directors as a group. Name and address Amount of Percent Title of class of beneficial owner beneficial ownership of class - -------------- ------------------- -------------------- -------- Common Stock Natalie Shahvaran 1,250,000 44% P.O. Box 22851 Carmel, CA 93922 Common Stock Internet Finance.com, Inc. 1,210,000 43% 200 Camino Aguajito, #200 Monterey, CA 93940 Common Stock Monterey Ventures, Inc. 50,000 1.8% 200 Camino Aguajito, #200 Monterey, CA 93940 Common Stock Michael A. Strahl 20,000 0.7% 814 Bel Air Way Salinas, CA 93901 Common Stock Susan F. Turner 20,000 0.7% P.O. Box 3687 Carmel, CA 93921 Common Stock Directors and Officers 1,290,000 45% As a group (3 persons) * Robert Strahl, father of Michael Strahl, officer and director of the Company is the beneficial owner of the shares of common stock issued to Internet Finance.com, Inc. ITEM 11. Certain Relationships and Related Transactions. None. PART IV ITEM 12. Exhibits, Financial Statement Schedules and Reports on Form 8-K. There are no exhibits or reports on Form 8-K to be filed. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRADING SOLUTIONS.COM, INC. Date: 7/14/00 By: /s/ Natalie Shahvaran - ------------- ------------------------- Natalie Shahvaran, President 6

CONSENT OF THE INDEPENDENT AUDITOR As the independent auditor for Trading Solutions.Com, Incorporated, I hereby consent to the incorporation by reference in this Form SB2 Statement of my report, relating to the financial statements and financial statement schedules of Trading Solutions.Com, Incorporated for the period from date of inception to June 30, 1999 included of Form SB2. The report is dated July 21, 1999.

5 12-MOS MAR-31-2000 MAR-31-2000 4,691 0 176 0 0 4,867 2,806 (176) 7,497 1,371 0 0 0 27,600 0 7,497 1,920 1,920 0 130,770 (14) 0 (14) 0 0 0 0 0 0 (128,864) 0 0