UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 2001
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-85787
TRADING SOLUTIONS.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 880425691
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
200 Camino Aguajito, #200
Monterey, California 93940
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (831) 375-6229
Indicate by check mark whether the registrant: (1) has filed all
reports required 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 for the past 90
days.
__X__Yes No
The number of shares of the Registrant's Common Stock, $.001 par
value, as of June 30, 2001 was 2,861,000 outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 17415 MONTEREY STREET, STE. 200
MORGAN HILL, CA 95037
(408) 776-9455 FAX (408)776-8979
To the Board of Directors
Trading Solutions.Com, Incorporated
Monterey, California
I have reviewed the accompanying balance sheet of Trading
Solutions.Com, Inc as of June 30, 2001 and 2000 and the related
statement of income and Shareholders' Equity and the statement of
cash flows for the three months 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 Trading Solutions.Com, 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, I do not express such as opinion.
Based on my review, I am 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.
/s/ Hawkings Accounting
August 2, 2001
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TRADING SOLUTIONS.COM, INCORPORATED
BALANCE SHEET
June 30, 2001 and 2000
See accountant's report
2001 2000
ASSETS
Current assets
Cash in bank $ 41 $ 27,893
Other receivable 1,695 1,695
Prepaid rent
Total current assets 1,736 29,588
Furniture and equipment
Equipment 2,606 2,206
Furniture 1,273 600
3,879 2,806
Accumulated depreciation (1,204) (326)
2,675 2,480
Total assets $ 4,411 $ 32,068
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable $ 4,500 $ 7,371
State corporate tax liability 800 0
Total current liabilities 5,300 7,371
Total liabilities 5,300 7,371
Stockholders' equity
Common stock, 20,000,000 shares authorized at
a par value of .001 2,861,000 outstanding 28,610 27,950
Paid in capital 207,380 142,040
Deficit incurred during development stage (236,879) (145,293)
Total stockholder's equity (889) 24,697
Total liabilities and stockholder's $ 4,411 $ 32,068
The accompanying notes are an integral part of these financial
statements
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TRADING SOLUTIONS.COM, INCORPORATED
STATEMENT OF OPERATIONS
For the three months ended June 30, 2001 and 2000
See accountant's report
Three months ended
2001 2000
Income $ 8,000 $ 3,180
Expenses
Advertising 5,605
Accounting fees 7,000
Bank charges 19 90
Compensation expense
Consulting fees 900
Depreciation 188 150
Education
Management fees
Miscellaneous 25
Office supplies 337
Postage 81 194
Taxes and licenses 180
Promotions
Legal fees 5,000 643
Organizational costs
Rent 900
Telephone 921
Travel 149 2,664
Total expenses 5,437 19,609
Income (loss) from operations
prior to other expense and 2,563 (16,429)
Other (expenses)
Interest 0
Net loss $ 2,563 $ (16,429)
Loss per common
share $ 0.01 $ (0.01)
Weighted average of
shares outstanding 2,861,000 2,771,667
The accompanying notes are an integral part of these financial
statements
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TRADING SOLUTIONS.COM, INCORPORATED
STATEMENT OF STOCKHOLDER'S EQUITY
For the three months ended June 30, 2001 and 2000
See accountant's report
Deficit
Accumulated
Paid During
Common Stock In Development
Shares Amount Capital Stage Total
March 31, 2000 2,760,000 $ 27,600 $ 107,390 $ (128,864) $ 6,126
June 26, 2000 35,000 350 34,650 35,000
Net loss (16,429) (16,429)
Total 2,795,000 $ 27,950 $ 142,040 $ (145,29) $ 24,697
March 31, 2001 2,861,000 28,610 207,380 (239,442) (3,452)
Net income 2,563 2,563
2,861,000 $ 28,610 $ 207,380 $ (236,879) $ (889)
The accompanying notes are an integral part of these financial
statements
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TRADING SOLUTIONS.COM, INCORPORATED
STATEMENT OF CASH FLOWS - INDIRECT METHOD
For the three months ended June 30, 2001 and 2000
See accountant's report
Three months ended
2001 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,563 $ (16,429)
Adjustment to reconcile net income
to net provided by operating activities
Depreciation 188 150
Compensation expense
Increase in prepaid rent
Increase in other receivables (1,519)
Increase in accounts payable (2,713) 6,000
Increase in taxes payable
NET CASH PROVIDED BY
OPERATING ACTIVITIES 38 (11,798)
INVESTING ACTIVITIES
Purchase of furniture and equipment
NET CASH USED IN
INVESTING ACTIVITIES 0 0
FINANCING ACTIVITIES
Sale of common stock 0 35,000
Short term borrowing
Payment of short term borrowing
NET CASH REALIZED FROM
FINANCING ACTIVITIES 0 35,000
INCREASE IN CASH AND
CASH EQUIVALENTS 38 23,202
Cash and cash equivalents at the beginning
of the year 4 4,691
CASH AND CASH EQUIVALENTS $ 42 $ 27,893
The accompanying notes are an integral part of these financial
statements
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Trading Solutions.com, Incorporated
Notes to Financial Statements
June 30, 2001 and 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 e-commerce business to link
with the trading school.
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 recovered or settled.
Deferred taxes are also recognized for operating losses
that are available to offset future taxable income.
Material adjustments - Management is not aware of any
adjustments that needto be made in order for the
financial statements to be in conformity with generally
accepted accounting principles.
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Trading Solutions.com, Incorporated
Notes to Financial Statements
June 30, 2001 and 2000
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
Stock options - 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 June 30, 2001 and
2000.
Useful life
Years 2001 2000
Computer equipment 5 $ 2,606 $ 2,206
Office furniture 10 1,273 600
Total 3,879 2,806
Accumulated depreciation (1,204) (326)
Net equipment and furniture $ 2,675 $ 2,480
Depreciation expense for the three months ended June
30, 2001 was $188 and 2000 the expense was $150.
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.
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
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Trading Solutions.com, Incorporated
Notes to Financial Statements
June 30, 2001 and 2000
NOTE 4: COMMON STOCK (con't)
30 day notice. A total of 85,000 shares were voted on
for the options of which 60,000 shares of the options
were exercised at June 30, 1999. Total proceeds from
these sales were $5,500. 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.
Initial Public Offering - During the three-month period
ended June 30, 2000, the Company initiated a public
stock offering of three hundred thousand of its common
shares. As of June 30, 2000 $35,000.00 had been
raised.
NOTE 5: INCOME TAXES
The benefit for income taxes from operations consisted
of the following components: current tax benefit of
$35,539 resulting from a net loss before income taxes,
and a deferred tax expense of $35,539 resulting from a
valuation allowance recorded against the deferred tax
asset resulting from net operating losses. Net
operating loss carryforward will expire in 2014 and
2020.
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 various
hareholders 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, consulting
services and secretarial support services. There were
no amounts paid to these related for the three months
ended June 30, 2001 and $900 for the three months ended
June 30, 2000. There were no monies owed to the
related parties and no monies due to them for either
periods ending June 30, 2001 and 2000.
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Trading Solutions.com, Incorporated
Notes to Financial Statements
June 30, 2001 and 2000
NOTE 7: GOING CONCERN
From the date of inception 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.
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: SUBSEQUENT EVENT
On May 7, 2001 the Company entered into discussions
with another company to exchange stock to acquire this
non public company. The details of this transaction
has not formalized as of the balance sheet date.
Details are expected to be finalized subsequent to the
balance sheet date.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The Net sales for the first quarter that ended June 30, 2001
were $8,000 compare to $3,180 from the corresponding period of
the prior year. For the three month period ended June 30, 2001,
the company has experienced a 151% increase in net sales from the
corresponding period of the prior year.
Net Income from operations prior to other expenses and taxes
for the three months ended June 30, 2001 was $2,563 compared to a
Net Loss of $16,429 for the corresponding period in 2000. The
increase in the gross margin from the corresponding period of the
prior year is principally attributable to the company's marketing
efforts.
Advertising, general and administrative expenses were $5,437
for the for the three months ended June 30, 2001 compared to
$19,609 for the corresponding period in 2000. These expenses
decreased due to the Company getting further along in its
development.
The company is in the process of adding new services and
product lines. The company will continue to sell its services in
Monterey, California and evaluate possible new locations.
The company has been a development stage company for the
past two years and therefore has not felt the effect of
inflation. Should prices increase the company will have to
increase its cost of sales. There is a question as to the
Company's viability. It is classified as a development stage
company and has yet to demonstrate profitable operations.
Item 3. Liquidity and Capital Resources.
As of June 30, 2001, the company had a cash equivalence of
$41 and other receivables of $1,695. Total liabilities as of
June 30, 2001 was $5,300. The Company has a working capital
deficit of $3,564.
The company provides its online trading educational services
to the local community. We intend continue providing its
services through its trading school, and will continue developing
our web based operations. In May 2001 we were approached by
Springland Beverages, Inc., a Canadian water and beverage related
company. Springland Beverages, Inc. proposed to merge with
Trading Solutions.com, Inc. After reviewing their business plan
we entered into a Letter of Intent with Springland Beverages,
Inc. and are working on a definitive merger agreement.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
As of June 30, 2001 there has been no legal proceedings
taking place, nor do we foresee any in the second quarter.
Item 2. Changes in Securities.
As of June 30, 2001, there has been no change in securities
since September 30, 2000.
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Item 3. Defaults Upon Senior Securities.
There has been no material default in the payment of
principal, interest, a sinking or purchase fund installment, or
any other material default not cured within 30 days. There has
been no other material delinquency that has occurred within 30
days.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
In May 2001 we were approached by Springland Beverages,
Inc., a Canadian water and beverage related company. Springland
Beverages, Inc. proposed to merge with Trading Solutions.com,
Inc. After reviewing their business plan we entered into a Letter
of Intent with Springland Beverages, Inc. and are working on a
definitive merger agreement.
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: No reports on Form 8-K were filed by
the Company during the quarter ended June 30, 2001.
Exhibits: None.
Signatures
Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Trading Solutions.com, Inc.
Dated: August 8, 2001 /s/ Natalie Shahvaran
NAME: Natalie Shahvaran
TITLE: President
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