trist_holdings10q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
Quarterly Period Ended June 30, 2009
or
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____ to ____
Commission
File Number 000-52315
TRIST HOLDINGS,
INC
(Exact
name of small business issuer as specified in its charter)
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Delaware
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20-1915083
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(State
of incorporation)
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(IRS
Employer Identification No.)
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7030
Hayvenhurst Avenue, Van Nuys, CA
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91406
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(Address
of principal executive offices)
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(Zip
Code)
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(818)
464-1614
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) 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. Yes x
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large
Accelerated Filer Accelerated Filer Non-accelerated
Filer Smaller reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
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Class
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Outstanding
at August 6, 2009
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Common
Stock, $.001 par value
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89,239,920
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TRIST
HOLDINGS, INC.
TABLE
OF CONTENTS
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Page
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PART
I
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FINANCIAL INFORMATION
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3
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ITEM
1.
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FINANCIAL STATEMENTS:
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3
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Condensed Balance Sheets — June 30, 2009 (Unaudited) and
December 31, 2008
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3
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Condensed
Statements of Operations (Unaudited) for the three and six
month periods ended June 30, 2009 and 2008
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4
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Condensed
Statements of Cash Flows (Unaudited) for the six month periods ended June
30, 2009 and 2008
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5
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Notes to Condensed
Financial Statements (Unaudited)
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6
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ITEM
2
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
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10
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ITEM
3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
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12
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ITEM
4T.
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CONTROLS AND PROCEDURES
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12
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PART
II
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OTHER INFORMATION
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13
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ITEM
6.
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Exhibits
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13
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PART
I - FINANCIAL INFORMATION
ITEM
I – FINANCIAL STATEMENTS
TRIST
HOLDINGS, INC.
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June
30
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December
31
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2009
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2008
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ASSETS
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(Unaudited)
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CURRENT
ASSETS
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Cash
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$ |
5,000 |
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$ |
5,000 |
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Prepaid
expenses and other current assets
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11,227 |
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7,798 |
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TOTAL
CURRENT ASSETS
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$ |
16,227 |
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$ |
12,798 |
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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CURRENT
LIABILITIES:
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Accrued
expenses
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$ |
17,725 |
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$ |
- |
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Due
to related party
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286,878 |
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195,327 |
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Note
payable to related party
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500,000 |
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500,000 |
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TOTAL
CURRENT LIABILITIES
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804,603 |
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695,327 |
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STOCKHOLDERS'
DEFICIT:
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Common
stock, $.0001 par value, 2,000,000,000 shares authorized, 89,239,920
issued and outstanding at June 30, 2009 and December 31,
2008
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8,924 |
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8,924 |
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Additional
paid in capital
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1,754,394 |
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1,754,394 |
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Accumulated
deficit
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(2,551,694
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) |
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(2,445,847
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) |
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Total
stockholders' deficit
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(788,376 |
) |
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(682,529
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) |
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ |
16,227 |
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$ |
12,798 |
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Trist
Holdings, Inc.
Condensed
Statements of Operations
(Unaudited)
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Three
month ended June 30,
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Six
month periods ended June 30,
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2009
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2008
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2009
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2008
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Selling,
general and administrative expenses
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Net
loss before income taxes
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Provision
for income taxes
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Basic
and diluted loss per share
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Basic
and diluted weighted average shares outstanding
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*
Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is
anti-dilutive.
The
accompanying notes are an integral part of these financial
statements.
Trist
Holdings, Inc.
Condensed
Statements of Cash Flows
(Unaudited)
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Six Months Ended June 30,
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2009
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2008
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Cash
flows from Operating Activities:
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Net
cash used in operating activities
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Cash
flows from Financing Activities
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Net
proceeds from issuance of note payable
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Net
cash provided by financing activities
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The
accompanying notes are an integral part of these financial
statements.
TRIST
HOLDINGS, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 - Nature of business and significant accounting policies
Nature of
business
Trist Holdings, Inc., (“Trist,” “Company,” “we,”
“us,” or “our”) was incorporated in the State of Delaware as Camryn Information
Services, Inc., on May 13, 1997. We operated for a brief period of time before
we ceased operations on February 25, 1999 when we forfeited our charter for
failure to designate a registered agent. We remained dormant until 2004 when we
renewed our operations with the filing of a Certificate of Renewal and Revival
of Charter with the State of Delaware on October 29, 2004. On November 3, 2004,
we filed a Certificate of Amendment and our name was formally changed from
Camryn Information Services, Inc. to iStorage Networks, Inc. Such change became
effective on November 8, 2004.
On
January 26, 2006, iStorage issued 8,200,000 shares of restricted stock
(post-split) in exchange for all of the assets and liabilities of Landbank, LLC
(“LLC”), a company organized in the State of California in December 2004, and
$140,000 in cash. iStorage changed its name to Landbank Group, Inc. on January
27, 2006. The former members of LLC became approximately 90% owners
of the Company.
The
exchange of shares with Landbank, LLC was accounted for as a reverse acquisition
under the purchase method of accounting since the stockholders of Landbank, LLC
obtained control of the entity. Accordingly, the merger of the two companies was
recorded as a recapitalization of LLC, where as LLC was treated as the
continuing entity. LLC made bulk acquisitions of parcels of
land, primarily through the real property tax lien foreclosure process. The bulk
acquisitions were then divided into smaller parcels for resale.
On
December 31, 2007, we closed the transactions with Landbank Acquisition LLC
(“Investor”) and Family Products LLC, a member of Investor. The following
transactions (the “Transactions”) occurred at the closing: (1) we
transferred ownership of LLC to Investor (the “LLC Transfer”), (2) we issued
79,311,256 new shares of common stock to Investor to increase Investor’s current
equity holdings in Company of approximately fifty-five percent (55%) to
approximately ninety-five percent (95%) (the “Share Issuance”), (3) Investor
agreed to provide full indemnity to us for LLC’s prior operations and
liabilities, (4) LLC assigned $500,000 in debt to Company which was owed to
Investor (the “Note Assignment”), (5) LLC retained approximately $500,000
in debt owed to third parties and approximately $2.5 million in debt owed to
Investor, and (6) we retained approximately $5,000 in cash for our working
capital.
As the
Transactions were among related parties, no gain or loss was recorded on the
disposal of Landbank, LLC.
Pursuant
to the Transactions, on December 31, 2007, we changed our name to ‘Trist
Holdings, Inc.’. The authorized shares capital was also increased from
100,000,000 shares to 2,000,000,000 shares.
Since the
closing of the Transactions, we have been seeking suitable candidates for a
business combination with a private company. The Company’s principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with an operating
business. The Company will not restrict its potential candidate target companies
to any specific business, industry or geographical location and, thus, may
acquire any type of business.
Summary of significant
accounting policies
The
following summary of significant accounting policies used in the preparation of
these condensed financial statements is in accordance with generally accepted
accounting principles.
Going Concern
— The accompanying financial statements have been prepared assuming that
we will continue as a going concern. We have suffered recurring
losses from operations since our inception and have an accumulated deficit of
$2,551,694 at June 30, 2009. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or amounts and classifications of liabilities that might be
necessary should we be unable to continue our existence. The recovery
of our assets is dependent upon continued operations of the
Company.
In addition, our recovery is dependent
upon future events, the outcome of which is undetermined. We intend
to continue to attempt to raise additional capital, but there can be no
certainty that such efforts will be successful.
Basis of
Presentation — The accompanying financial statements of Trist Holdings,
Inc. have been prepared in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for interim financial
information and pursuant to the instructions to Form 10-Q and Article 10 of
Regulation S-X of the Securities Exchange Commission. Accordingly, these interim
financial statements do not include all of the information and footnotes
required by US GAAP for annual financial statements. The information furnished
herein reflects all adjustments (consisting of normal recurring accruals and
adjustments) which are, in the opinion of management, necessary to fairly
present the operating results for the respective periods. Certain information
and footnote disclosures normally present in annual financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction with the
audited financial statements and footnotes for the year ended December 31, 2008
included in our Annual Report on Form 10-K. The results of the three month ended
June 30, 2009 are not necessarily indicative of the results to be expected for
the full year ending December 31, 2009.
Use of Estimates
— The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and 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 those
estimates.
Cash and Cash
Equivalents — We consider investments with original maturities of
90 days or less to be cash equivalents. The Company has no cash equivalents
as of June 30, 2009 and December 31, 2008.
Income Taxes
—We record income taxes in accordance with the provisions of Statement of
Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income
Taxes.” The standard requires, among other provisions, an asset and
liability approach to recognize deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the financial
statement carrying amounts and tax basis of assets and
liabilities. Valuation allowances are provided if, based upon the
weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized.
Net Loss Per
Share — The Company computes net loss per share in accordance with SFAS
No. 128, “Earnings per Share,” and Securities and Exchange Commission (“SEC”)
Staff Accounting Bulletin No. 98 (“SAB 98”). Under the provisions of SFAS No.
128 and SAB 98, basic and diluted net loss per share is computed by dividing the
net loss available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period.
Fair Value of
Financial Instruments — We adopted SFAS 157 effective
January 1, 2008 for financial assets and liabilities measured on a
recurring basis. On February 6, 2008, the FASB deferred the effective date
of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis. SFAS 157 defines fair value, establishes a framework for
measuring fair value and generally accepted accounting principles and expands
disclosures about fair value measurements. This standard applies in situations
where other accounting pronouncements either permit or require fair value
measurements. SFAS 157 does not require any new fair value
measurements.
Fair
value is defined in SFAS 157 as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value measurements are to be
considered from the perspective of a market participant that holds the asset or
owes the liability. SFAS 157 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value.
The
standard describes three levels of inputs that may be used to measure fair
value:
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Level 1:
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Quoted
prices in active markets for identical or similar assets and
liabilities.
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Level 2:
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Quoted
prices for identical or similar assets and liabilities in markets that are
not active or observable inputs other than quoted prices in active markets
for identical or similar assets and liabilities.
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Level 3:
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Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities.
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The
carrying amount of the Company’s financial assets and liabilities, including
cash and accrued expenses approximate fair value, without being discounted, due
to the short-term maturities during which these amounts are
outstanding.
Management
has concluded that it is not practical to determine the estimated fair value of
amounts due to related parties. SFAS No. 107 requires that for instruments
for which it is not practicable to estimate their fair value, information
pertinent to those instruments be disclosed, such as the carrying amount,
interest rate, and maturity, as well as the reasons why it is not practicable to
estimate fair value. Management believes it is not practical to estimate the
fair value of such financial instruments because the transactions cannot be
assumed to have been consummated at arm’s length, the terms are not deemed to be
market terms, there are no quoted values available for these instruments, and an
independent valuation would not be practicable due to the lack of data regarding
similar instruments, if any, and the associated potential costs.
The
Company adopted SFAS 159 effective March 1, 2008. This statement provides
companies with an option to report selected financial assets and liabilities at
fair value. The Company did not elect the fair value option for any of such
eligible financial assets or financial liabilities as of June 30,
2009.
Significant
Recent Accounting Pronouncements
In April
2009, the FASB issued FSP FAS 107-1/APB 28-1 (“FSP 107-1”), which is entitled
“Interim Disclosures about Fair Value of Financial Instruments.” This
pronouncement amended SFAS No 107, Disclosures about Fair Value of Financial
Instruments, to require disclosure of the carrying amount and the fair value of
all financial instruments for interim reporting periods and annual financial
statements of publicly traded companies (even if the financial instrument is not
recognized in the balance sheet), including the methods and significant
assumptions used to estimate the fair values and any changes in such methods and
assumptions. FSP 107-1 also amended APB Opinion No. 28, Interim Financial
Reporting, to require disclosures in summarized financial information at interim
reporting periods. FSP 107-1 is effective for interim reporting periods ending
after June 15, 2009, with early adoption permitted for periods ended after
March 15, 2009 if a company also elects to early adopt FSP FAS 157-4,
Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Indentifying Transactions That Are
Not Orderly, and FSP FAS 115-2/FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments. We do not expect that the adoption of FSP FAS
107-1 and APB 28-1 will have a material impact on our financial position,
results of operations or cash flows.
In April
2009, the FASB also issued FSP FAS 157-4, which generally applies to all assets
and liabilities within the scope of any accounting pronouncements that require
or permit fair value measurements. This pronouncement, which does not change
SFAS No. 157’s guidance regarding Level 1 inputs, requires the entity to
(i) evaluate certain factors to determine whether there has been a
significant decrease in the volume and level of activity for the asset or
liability when compared with normal market activity, (ii) consider whether
the preceding indicates that transactions or quoted prices are not determinative
of fair value and, if so, whether a significant adjustment thereof is necessary
to estimate fair value in accordance with SFAS No. 157, and
(iii) ignore the intent to hold the asset or liability when estimating fair
value. FSP FAS 157-4 also provides guidance to consider in determining whether a
transaction is orderly (or not orderly) when there has been a significant
decrease in the volume and level of activity for the asset or liability, based
on the weight of available evidence. This pronouncement is effective for interim
and annual reporting periods ending after June 15, 2009, and shall be
applied prospectively. Early adoption of FSP FAS 157-4 also requires early
adoption of the pronouncement described in the following paragraph. However,
early adoption for periods ended before March 15, 2009 is not permitted. We
have not yet evaluated the impact, if any, the adoption of this Statement will
have on our financial position, results of operations or cash
flows.
The
Sarbanes-Oxley Act of 2002 (“the Act”) introduced new requirements regarding
corporate governance and financial reporting. Among the many requirements of the
Act is for management to annually assess and report on the effectiveness of its
internal control over financial reporting under Section 404(a) and for its
registered public accountant to attest to this report under Section 404(b).
The SEC has modified the effective date and adoption requirements of
Section 404(a) and Section 404(b) implementation for non-accelerated
filers multiple times, such that we were first required to issue our management
report on internal control over financial reporting in our annual report on Form
10-K for the fiscal year ending December 31, 2008. Based on current SEC
requirements, we will be required to have our auditor attest to internal
controls over financial reporting in our fiscal year ending December 31,
2009.
In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—A
Replacement of FASB Statement No. 162 (“SFAS 168”), which
established the FASB Accounting Standards Codification as the source of
authoritative accounting principles recognized by the FASB to be applied in the
preparation of financial statements in conformity with generally accepted
accounting principles. SFAS 168 explicitly recognizes rules and interpretative
releases of the Securities and Exchange Commission (“SEC”) under federal
securities laws as authoritative GAAP for SEC registrants. SFAS 168 will become
effective in the third quarter of 2009 and will not have a material impact on
the Company’s results of operations, financial position or
liquidity.
In May
2009, the FASB issued SFAS No. 165 entitled “Subsequent
Events.” Transactions and events that occur after the balance sheet
date but before the financial statements are issued or are available to be
issued (which are generally referred to as subsequent events) that are addressed
by other GAAP, such as those governed by FASB Interpretation No. 48, SFAS No. 5
and SFAS No. 128, are not within the scope of SFAS No. 165. Companies
are now required to disclose the date through which subsequent events have been
evaluated by management. Public entities (as defined) must conduct
the evaluation as of the date the financial statements are issued, and provide
disclosure that such date was used for this evaluation. SFAS No. 165
provides that financial statements are considered “issued” when they are widely
distributed for general use and reliance in a form and format that complies with
GAAP. SFAS No. 165 is effective for interim or annual periods ending
after June 15, 2009, and must be applied prospectively. The adoption of SFAS No.
165 during the quarter ended June 30, 2009 did not have a significant effect on
the Company’s consolidated financial statements as of that date or for the
quarter or year-to-date period then ended. In connection with preparing
the accompanying unaudited condensed consolidated financial statements as
of and for the quarter and six-month period ended June 30, 2009, management
evaluated subsequent events through August 6, 2009 which is the date that such
financial statements were issued (filed with the Securities and Exchange
Commission).
Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the American Institute of Certified Public Accountants, and
the United States Securities and Exchange Commission did not or are not believed
by management to have a material impact on the Company’s present or future
financial statements.
NOTE
2 - Note Payable to Related Party
On December 31, 2007, we executed a
Demand Promissory Note (the “Note”) payable to Landbank Acquisition LLC,
$500,000 with simple interest on the unpaid principal from the date of the note
at the rate of eight percent (8%) per annum. Landbank Acquisition LLC
is related to the Company through common major shareholders. The Note is due on
demand. This Note was delivered in connection with the LLC Transfer as described
in Note 2. We recorded an interest expense of $14,680 and $11,189 for
the quarters ended June 30, 2009 and 2008, respectively. The accrued interest,
at June 30, 2009 and December 31, 2008 amounted to $72,715 and $45,707,
respectively, was included as part of amount due to related party.
NOTE
3 – Going Concern
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
company as a going concern. However, we have an accumulated deficit of
$2,551,694 as of June 30, 2009. Our total liabilities exceeded its total assets
by $788,376 as of June 30, 2009. In view of the matters described above,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheet is dependent upon our continued operations, which in
turn is dependent upon our ability to raise additional capital, obtain financing
and succeed in seeking out suitable candidates for a business combination with a
private company. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might be necessary should we be
unable to continue as a going concern.
Furthermore,
the principal shareholder, Landbank Acquisition LLC has demonstrated its ability
and willingness to lend working capital to us and committed to doing so into the
future. To the extent it is unwilling to provide working capital, we will not be
able to continue.
ITEM
2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
information contained in this Form 10-Q is intended to update the information
contained in our Annual Report on Form 10-K for the year ended December 31, 2008
and presumes that readers have access to, and will have read, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
other information contained in such Form 10-K. The following
discussion and analysis also should be read together with our condensed
financial statements and the notes to the condensed financial statements
included elsewhere in this Form 10-Q.
The
following discussion contains certain statements that may be deemed
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements appear in a number of
places in this Report, including, without limitation, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.” These
statements are not guarantees of future performance and involve risks,
uncertainties and requirements that are difficult to predict or are beyond our
control. Forward-looking statements speak only as of the date of this
quarterly report. You should not put undue reliance on any forward-looking
statements. We strongly encourage investors to carefully read the
factors described in our Annual Report on Form 10-K for the year ended December
31, 2008 in the section entitled “Risk Factors” for a description of certain
risks that could, among other things, cause actual results to differ from these
forward-looking statements. We assume no responsibility to update the
forward-looking statements contained in this quarterly report on Form 10-Q. The
following should also be read in conjunction with the unaudited condensed
financial statements and notes thereto that appear elsewhere in this
report.
Overview
We were
incorporated in the State of Delaware as Camryn Information Services, Inc., on
May 13, 1997. We operated for a brief period of time before we ceased operations
on February 25, 1999 when we forfeited our charter for failure to designate a
registered agent. We remained dormant until 2004 when we renewed our operations
with the filing of a Certificate of Renewal and Revival of Charter with the
State of Delaware on October 29, 2004. On November 3, 2004, we filed a
Certificate of Amendment and our name was formally changed from Camryn
Information Services, Inc. to iStorage Networks, Inc. Such change became
effective on November 8, 2004.
On
January 26, 2006, iStorage issued 8,200,000 shares of restricted stock
(post-split) in exchange for all of the assets and liabilities of LLC, a company
organized in the State of California in December 2004, and $140,000 in cash.
iStorage changed its name to Landbank Group, Inc. on January 27,
2006. The former members of LLC became approximately 90% owners of
the Company.
The
exchange of shares with Landbank, LLC was accounted for as a reverse acquisition
under the purchase method of accounting since the stockholders of Landbank, LLC
obtained control of the entity. Accordingly, the merger of the two companies was
recorded as a recapitalization of LLC, where as LLC was treated as the
continuing entity. LLC made bulk acquisitions of parcels of
land, primarily through the real property tax lien foreclosure process. The bulk
acquisitions were then divided into smaller parcels for resale.
On
December 31, 2007, we closed the transactions with Investor and Family Products
LLC, a member of Investor. The Transactions occurred at the
closing: (1) we transferred ownership of LLC to Investor (the “LLC
Transfer”), (2) we issued 79,311,256 new shares of common stock to Investor to
increase Investor’s current equity holdings in Company of approximately
fifty-five percent (55%) to approximately ninety-five percent (95%) (the “Share
Issuance”), (3) Investor agreed to provide full indemnity us for LLC’s prior
operations and liabilities, (4) LLC assigned $500,000 in debt to Company
which was owed to Investor (the “Note Assignment”), (5) LLC retained
approximately $500,000 in debt owed to third parties and approximately $2.5
million in debt owed to Investor, and (6) we retained approximately $5,000 in
cash for our working capital.
As the
Transactions were among related parties, no gain or loss was recorded on the
disposal of Landbank, LLC.
Pursuant
to the Transactions, on December 31, 2007, we changed our name to ‘Trist
Holdings, Inc.’. The authorized shares capital was also increased from
100,000,000 shares to 2,000,000,000 shares.
Since the
closing of the Transactions, we have been seeking suitable candidates for a
business combination with a private company. The Company’s principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with an operating
business. The Company will not restrict its potential candidate target companies
to any specific business, industry or geographical location and, thus, may
acquire any type of business.
Critical Accounting Policies
and Estimates
We assess the potential impairment of
long-lived assets and identifiable intangibles under the guidance of
SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
which states that a long-lived asset should be tested for recoverability
whenever events or changes in circumstances indicate that the carrying amount of
the long-lived asset exceeds its fair value. An impairment loss is recognized
only if the carrying amount of the long-lived asset exceeds its fair value and
is not recoverable.
We base out estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. There can be no assurance that actual
results will not differ from these estimates.
For the Quarters and Six
Months Ended June 30, 2009 and 2008
Results
of Operations
Selling,
General and Administrative Expenses
Operating
expenses were $23,047 and $27,955 for the quarters ended June 30, 2009 and 2008,
respectively. Operating expenses were $78,839 and $80,803 for the six months
ended June 30, 2009 and 2008, respectively. The decrease in
operating expenses was primarily due to nominal cost cutting
measures.
Interest
Expense and Other
Interest
expenses were $14,680 and $11,189 for the quarters ended June 30, 2009 and
2008, respectively, an increase of $3,491. Interest expenses
were 27,008 and $21,465 for the six months ended June 30, 2009 and 2008,
respectively, an increase of $5,543. The increase is due from increase
in debt.
Liquidity
and Capital Resources
Net cash used in operating activities
was $64,543 and $89,368 in the six months ended June 30, 2009 and 2008,
respectively.
Net cash provided by financing
activities was $64,543 and $89,368 in the six months ended June 30, 2009 and
2008, respectively. These amounts related to amounts paid on our
behalf by Investor.
We suffered recurring losses from
operations and have an accumulated deficit of $2,551,694 at June 30,
2009. Currently, we are a non-operating public company. We seek
suitable candidates for a business combination with a private
company. In the event we use all of our cash resources, Investor has
indicated the willingness to loan us funds at the prevailing market rate until
such business combination is consummated.
Recent Accounting
Pronouncements
Please
see Item 1 Notes to Unaudited Condensed Financial Statements, Note 1,
Significant Recent Accounting Pronouncements.
Off-Balance
Sheet Arrangements – We have no
off-balance sheet arrangements.
ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a
“smaller reporting company” as defined by Rule 229.10(f)(1), we are not required
to provide the information required by this Item 3.
ITEM
4 - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES. We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that such information is accumulated
and communicated to our management, including our interim President, who serves
as our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.
Our
interim President reviewed and evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined by Rule
240.13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the
period covered by this report. Based upon this evaluation, our interim
President concluded that, as of the end of such period, our disclosure controls
and procedures are effective as of the end of the quarter
covered by this Form 10-Q.
PART
II - OTHER INFORMATION
Item 1
- Legal Proceedings.
In
addition to the other risk factors and information set forth in this
report, you should carefully consider the factors discussed in Part I, “Item 1A.
Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2008, which could materially affect our business, financial
condition or future results. The risks described in our Annual Report on Form
10-K are not the only risks facing the Company. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition, operating results and/or cash flows.
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Unregistered
Sales of Equity Securities.
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None
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Defaults
Upon Senior Securities.
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None
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Submission
of Matters to a Vote of Security
Holders.
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None
None
ITEM 6
– Exhibits
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Exhibit
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Description
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31
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Certification
of President pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of
2002.
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32
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Certification
of the Company’s Chief Executive Officer and Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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TRIST
HOLDINGS, INC.
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Date:
August 6, 2009
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/s/ Eric
Stoppenhagen
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Name:
Eric Stoppenhagen
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Title: Interim
President
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