U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2003
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
Commission File number: 333-85787
TRADING SOLUTIONS.COM, INC.
(Exact name of registrant as specified in charter)
2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 801 274-1011 Check whether the Issuer (1 ) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
FIVE YEARS: Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d)of the
Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.
Transitional Small Business Format: Yes [ ] No [X] Documents incorporated by reference: None FORWARD-LOOKING INFORMATION THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE COMPANY
OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING
THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD- LOOKING
STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR
REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE
OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying balance sheets of Trading Solutions.com, Inc. (a development stage company) at March 31, 2003 and
September 30, 2002, and the statements of operations for the three and six months March 31, 2003 and 2002 and the period
from May 14, 1999 to March 31, 2003, and the cash flows for the six months ended March 31, 2003 and 2002, and the
period from May 14, 1999 to March 31, 2003, have been prepared by the Company's management and they include all
information and notes to the financial statements necessary for a complete presentation of the financial position, results of
operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In
the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended March 31, 2003 are not necessarily indicative of the results that can be expected for
the year ending September 30, 2003. TRADING SOLUTIONS.COM, INC. ( Development Stage Company ) BALANCE SHEETS March 31, 2003 and September 30, 2002 The accompanying notes are an integral part of these financial statements. TRADING SOLUTIONS.COM, INC. ( Development Stage Company ) STATEMENT OF OPERATIONS For the Three and Six Months Ended March 31, 2003 and 2002 and the Period May 14, 1999 (Date of Inception) to March 31, 2003 The accompanying notes are an integral part of these financial statements. TRADING SOLUTIONS.COM, INC. ( Development Stage Company ) STATEMENT OF CASH FLOWS For the Six Months Ended March 31, 2003 and 2002 and the Period May 14, 1999 (Date of Inception) to March 31, 2003 The accompanying notes are an integral part of these financial statements. TRADING SOLUTIONS.COM, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2003 Trading Solutions.com Inc. was incorporated under the laws of the State of Nevada on May 14, 1999 with authorized
common stock of 20,000,000 shares at $.01 par value. The Company was established to provide on-line investing
educational services. During 2002 the company abandoned that activity and has since remained inactive. In August 2001, the Company acquired all of the outstanding stock of Springland Beverages, Inc., which was in the
business of developing the bottled water and related beverage market. The only activities of Springland Beverages, Inc. has
been the acquisition of an option to purchase land and the registration of trademarks in the United States and Canada.
Both of which have subsequently expired. During March 2003 the Company settled all its liabilities, in connection with the transfer of its interest in Springland
Beverages, Inc., to a former officer of the Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy The Company has not yet adopted a policy regarding payment of dividends. Income Taxes On March 31, 2003, the Company had a net operating loss available for carry forward of $368,182. The tax benefit of
approximately $110,455 from the loss carry forward has been fully offset by a valuation reserve because the use of the
future tax benefit is doubtful since the Company has no operations. The net operating loss will expire starting in 2020
through 2022. Basic and Diluted Net Income (Loss) Per Share Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually
outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common
shares and common equivalent shares outstanding as if shares had been issued on the exercise of common share rights
unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. TRADING SOLUTIONS.COM, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2003 Statement of Cash Flows For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents. Financial and Concentrations Risk The Company does not have any concentration or related financial credit risk. Revenue Recognition Revenue is recognized on the sale and delivery of a product or the completion of a service provided. Advertising and Market Development The company expenses advertising and market development costs as incurred. Estimates and Assumptions Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles
generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual
results could vary from the estimates that were assumed in preparing these financial statements. Financial Instruments The carrying amounts of financial instruments are considered by management to be their estimated fair values. Recent Accounting Pronouncements The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on
its financial statements. 3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES An officer-director of the Company, has acquired 81% of the common capital stock issued and has made capital
contributions by the payment of its liabilities. TRADING SOLUTIONS.COM, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS March 31, 2003 The Company intends to acquire interests in various business opportunities which, in the opinion of management, will
provide a profit to the Company, however there is insufficient working capital for any future planned activity, and to
service any future debt, which raises substantial doubt about its ability to continue as a going concern. Continuation of the
Company as a going concern is dependent upon obtaining additional working capital and the management of the Company
has developed a strategy, which it believes will accomplish this objective through advances from officers, additional equity
funding, and long term debt which will enable the Company to conduct operations for the coming year. ITEM 2. PLAN OF OPERATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION Plan of Operation During the quarter ended March 31, 2003, the Company operated through its wholly-owned subsidiary, Springland
Beverages, Inc., in Ontario, Canada. Springland Beverages, Inc. has not been able to implement its business plan and
therefore has failed to achieve profitable operations. On March 28, 2003, the Company sold the Subsidiary back to its
president, Ralph Moyal, who resigned from Trading Solutions.com at that time. The Company is now seeking to acquire assets or shares of an entity actively engaged in business which generates
revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an
acquisition. None of the Company's officers, directors, promoters or affiliates have engaged in any substantive contact or
discussions with any representative of any other company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this quarterly report. The Board of Directors intends to obtain certain
assurances of value of the target entity's assets prior to consummating such a transaction. Any business combination or
transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the
Company. The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with
any significant cash or other assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will,
however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity,
including the costs of preparing Form 8-K's, 10-KSB's, 10-QSB's, agreements and related reports and documents. Liquidity and Capital Resources The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or
capital resources or stockholder's equity. The Company's balance sheet as of March 31, 2003, reflects a total asset value of
$0.00. The Company has no cash or line of credit, other than that which present management may agree to extend to or
invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its plan of
business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be
diminished prior to the consummation of a business combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity which the Company may eventually acquire. Results of Operations During the period from August 16, 2001 through March 31, 2003, the Company intended to engage in the marketing of
natural spring water and water related beverages. The intended business plan was not realized and the Company's
wholly-owned subsidiary, Springland Beverages, Inc., was sold to its president, Ralph Moyal on March 28, 2003 in
exchange for services rendered. No revenues were received by the Company during this period. For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and
expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a
loss after completing a business combination, depending upon the performance of the acquired business. Need for Additional Financing Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a
business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's
cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act
of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite
period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it
anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business
combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to
complete a business combination, and once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially. In addition, as current management is under no obligation to continue to
extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will
continue or that it will continue to be sufficient for future periods. ITEM 3. CONTROLS AND PROCEDURES Pete Falvo (the Company's principal executive officer and principal financial and accounting officer) has concluded, based
on his evaluation as of a date within 90 days prior to the date of the filing of this report, that the Company's disclosure
controls and procedures are effective to ensure that information required to be disclosed in the reports filed or submitted by
us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to
be disclosed in such reports is accumulated and communicated to the Company's management as appropriate to allow
timely decisions regarding required disclosure. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these
controls subsequent to the date of such evaluation. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None; not applicable. ITEM 2. CHANGES IN SECURITIES. None; not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None; not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None; not applicable. ITEM 5. OTHER INFORMATION. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. Reports filed on Form 8-K: On April 8, 2003 a Form 8-K was filed describing the details of the change in control from Ralph Moyal to Pete Falvo, the
disposition of Springland Beverages, Inc. to Ralph Moyal, and the change in certified accountants to Andersen, Andersen &
Strong, LC. SIGNATURES Pursuant to the requirements 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: June 3, 2003 By: /s/ Pete Falvo Pete Falvo, President EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of this Form 10-QSB as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of
the Sarbanes-Oxley Act of 2002, that to the best knowledge of the undersigned: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company. Date: June 3, 2003 By: /s/ Pete Falvo Pete Falvo Chief Executive Officer & Chief Financial Officer EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002 I, Pete Falvo, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Trading Solutions.com, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material
weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 3, 2003 By: /s/ Pete Falvo Pete Falvo , Chief Executive Officer Date: June 3, 2003 By: /s/ Pete Falvo Pete Falvo, Chief Financial Officer
Nevada
88-0425691 State or other jurisdiction of incorporation or organization
I.R.S. Employer I.D. No.
Class
Outstanding as of March 31, 2003 Common Stock, $0.001
18,523,500
Mar 31,
Sept 30,
2003
2002 ASSETS
CURRENT ASSETS
Cash
$ -
$ -
_________
_________ Total Current Assets
-
- TRADEMARK, net of accumulated
amortization
-
4,012
_________
_________
$ -
$ 4,012
========
======== LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
$ -
$110,181
_________
_________ Total Current Liabilities
-
110,181
_________
_________ STOCKHOLDERS' EQUITY
Common stock
20,000,000 shares authorized, at $0.01
par value; 18,523,500 shares issued and
outstanding
185,235
185,235 Capital in excess of par value
182,947
78,298 Deficit accumulated during the
development stage
(368,182)
(369,702)
_________
_________ Total Stockholders' Equity
(Deficiency)
$ -
$(106,169)
_________
_________
$ -
$ 4,012
========
=========
Three Months
Six Months
May 14, 1999 to
Mar 31,
Mar 31,
Mar 31,
Mar 31,
Mar 31,
2003
2002
2003
2002
2003 REVENUES
$ -
$ -
$ -
$ -
$ -
_________
_________
_________
_________
_________ EXPENSES
Administrative
-
26,526
2,022
32,483
67,772 Amortization -
trademark
1,520
-
4,971
-
6,491
_________
_________
_________
_________
_________
1,520
26,526
6,993
32,483
74,263
_________
_________
_________
_________
_________ NET INCOME
(LOSS) - before
other income (loss)
(1,520)
(26,526)
(6,993)
(32,483)
(74,263) OTHER
INCOME
(LOSSES)
Gain from
settlement of debt
8,513
-
8,513
-
8,513 Loss from
discontinued
operations
-
-
-
-
(301,797) Interest expense
-
(219)
-
(219)
(635)
_________
_________
_________
_________
_________ NET LOSS
$ 6,993
$ (26,745)
$ 1,520
$ (32,702)
$ (368,182)
========
========
========
========
======== NET LOSS PER
COMMON
SHARE
Basic
$ -
$ -
$ -
$ -
======
======
======
======
AVERAGE
OUTSTANDING
SHARES
Basic (stated in
1000's)
18,524
18,524
18,524
18,524
======
======
======
======
Mar 31, 2003
Mar 31, 2002
May 14, 1999 to Mar 31,
2003 CASH FLOWS FROM
OPERATING
ACTIVITIES
Net loss from continuing
operations
$ 1,520
$ (32,702)
$(368,182) Adjustments to reconcile net
loss to net cash provided by
operating activities
Change in trademark
4,012
179
- Changes in accounts
payable
(110,181)
26,751
- Contributions to capital -
payment of accounts payable
104,649
-
104,649 Issuance of common capital
for expenses
-
-
49,543
_________
_________
_________ Net Cash Flows Used in
Operations
-
(5,772)
(213,990)
_________
_________
_________ CASH FLOWS FROM
INVESTING ACTIVITIES
-
-
-
_________
_________
_________ CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from loans
-
4,087
- Proceeds from issuance of
common stock
-
-
213,990
_________
_________
_________ Net Change in Cash
-
(1,685)
- Cash at Beginning of Period
-
1,745
-
_________
_________
_________ Cash at End of Period
$ -
$ 60
$ -
========
========
========
1. ORGANIZATION
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
5. GOING CONCERN
Exhibit No.
Description 99.1
Section 906 Certifications 99.2
Section 302 Certifications