UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from _____________ to
_______________.
Commission file number:
TRIPLE S PARTS, INC.
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(Name of Small Business Issuer in Its Charter)
Nevada 88-0354194
------------------------------------ --------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
413 Petroleum St., Florence, Colorado 81226
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(Address of Principal Executive Offices) (Zip Code)
909-208-3451
-----------------
(Issuer's Telephone Number, Including Area Code)
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.
Yes [ ] No [x]
The number of shares outstanding of Registrant's common stock ($0.0005 par
value) as of the latest practicable date, November 14, 2000, is 2,656,500
shares.
<PAGE>
TABLE OF CONTENTS
PART I PAGE
ITEM 1. FINANCIAL STATEMENTS ------------------------------------------ 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -- 3
PART II
ITEM 5. OTHER ---------------------------------------------------------- 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------- 8
INDEX TO EXHIBITS ------------------------------------------------------ 8
SIGNATURES --------------------------------------------------------------- 9
<PAGE>
Item 1. Financial Statements
Unless otherwise indicated, the term "Company" refers to Triple S Parts,
Inc. The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles. 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 September 30, 2000, are not necessarily indicative of the results that
can be expected for the year ending December 31, 2000. The statements herein
should be read in connection with audited financial statements for the 6 months
ended September 30, 2000 and September 30, 1999 and for the years ended December
1999 and December 1998.
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2000 AND 1999
2000 1999
---- ----
<S> <C> <C>
ASSETS
------
Cash $147,832 $8,920
------------ --------
Total Assets $147,832 $8,920
============ ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Accounts payable $5,000 $-
------------ --------
Stockholder's Equity:
Common stock: $0.0005 par value 1,328 412
Capital in excess of par 1,981,692 11,268
(Deficit) accumulated during the development stage (1,840,188) (2,760)
------------ --------
Total Stockholders' Equity 142,832 8,920
------------ --------
Total Liabilities and Stockholders' Equity $147,832 $8,920
============ ========
</TABLE>
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<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED )
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
FOR THE PERIOD FROM INCEPTION (FEBRUARY 26, 1996) TO SEPTEMBER 30, 2000
From
NINE MONTHS THREE MONTHS Inception To
------------- -------------- September
2000 1999 2000 1999 30, 2000
------------- --------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ - $ -
------------- --------- -------------- ------------ -------------
Operating expenses
Professional fees:
Director - - - - 30,000
Website - - - - 1,750
Legal and accounting 5,000 1,925 - 1,925 7,254
Consultants 1,800,000 - 1,800,000 - 1,8000,000
General and administration 44 480 - 480 1,013
------------- ---------- ------------- ------------- -------------
Total operating expenses 1,805,044 2,405 1,800,000 2,405 1,840,188
------------- ---------- -------------- ------------- -------------
(Loss) from operations (1,805,044) (2,405) (1,800,000) (2,405) (1,840,188)
------------- ---------- -------------- ------------- -------------
Net (loss) $(1,805,044) $ (2,405) $(1,800,000) $ (2,405) $(1,840,188)
============= ========== ============== ============= =============
Basic (loss) per share $ (1.90) $ (0.00) $ (1.88) $ (0.00) N/A
============= ========== ============== ============= =============
Weighted average shares
outstanding during
the period 950,850 825,000 957,447 825,000 N/A
============= ========== ============== ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
FOR THE PERIOD FROM INCEPTION (FEB. 26, 1996) TO SEPTEMBER 30, 2000
Nine Months From Inception
------------- To September
2000 1999 30, 2000
------------- ---------- ------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (1,805,044) $ (2,405) $ (1,840,188)
Changes in operating asset and liability accounts:
Accounts payable 5,000 - 5,000
Stock issued for services 1,800,000 - 1,831,500
------------- ---------- ------------------
Net Cash (Used) in Operating Activities (44) (2,405) (3,688)
Cash Flows From Investing Activities - - -
------------- ---------- ------------------
Cash Flows From Financing Activities
Contribution of capital 139,840 11,325 151,520
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Net Cash Provided by Financing Activities 139,840 11,325 151,520
------------- ---------- ------------------
Net Increase in Cash 139,796 8,920 147,832
Cash, Beginning of Period 8,036 - -
------------- ----------- ------------------
Cash, End of Period $ 147,832 $ 8,920 $ 147,832
============= =========== ==================
</TABLE>
Noncash Items During The Quarter
During the quarter ended September 30, 2000, the Company issued 600,000
shares (pre forward split shares) of its common stock to three consultants for
services to be rendered from July 1, 2000 to year-end. The agreements provide
that the consultants' fees are fully earned when the agreements went effective.
The Company valued each share at $3.00 per share, resulting in a charge in the
condensed statements of operations of $1,800,000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with
the Company financial statements and notes thereto included elsewhere in this
Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever they appear in this Form 10-QSB. The Company actual results could
differ materially from those discussed here.
The Company is not aware of any circumstances or trends which would have a
negative impact upon future sales or earnings. There have been no material
fluctuations in the standard seasonal variations of the Company business. The
accompanying financial statements include all adjustments, which in the opinion
of management are necessary in order to make the financial statements not
misleading.
For the three month period ended September 30, 2000, the Company sustained
a loss of $ (1,800,000) or, $ (1.88) per share (basic and diluted).
On August 25, 2000 the Company enacted a three to one forward split of its
outstanding common stock resulting in the Company having 2,806,500 shares issued
and outstanding. On October 21, 1999, the Company entered into a agreement with
Brenda Lee Hamilton to provide legal services to the Company. As result of that
agreement, Hamilton was to cash as well as 50,000 shares of the Company's
restricted stock. As a result of the aforementioned 3 for 1 forward stock
split, Ms. Hamilton's 50,000 shares increased to 150,000 shares. In September
2000, the Company entered into an agreement to purchase Ms. Hamilton's shares
for a sum certain and those shares have now been cancelled resulting in the
Company having 2,656,500 shares issued and outstanding at the third quarter
ended.
On August 31, 2000, the Company's majority shareholders entered into an
Agreement for Shares and Services whereby the Company's majority shareholders
would acquire Advanced Hyperbaric Technologies Inc., a private New Jersey
corporation. The parties have entered into said agreement contemplating
entering into a more definitive acquisition agreement and a plan of
reorganization agreement sometime during the 4th quarter of this calendar year.
Quantitative and Qualitative Disclosures About Market Risk.
The Company has no market risk sensitive instruments or market risk
exposures.
Results of Operations
The Company's "Total Liabilities and Stockholder's Equity" for quarter
ending September 30, 2000 was, $ 147,832 . The Company's "Total Liabilities
and Stockholder's Equity" for quarter ending September 30, 1999 was $0. The
Company's "Total Liabilities and Stockholder's Equity" for the year ending
December 31, 1999 was $8,036.
Capital Resources and Liquidity
During the third quarter ended 2000, the Company did not issue any
unregistered shares.
PART II
Item 1. Legal Proceedings.
The Company is not aware of any pending legal proceedings in which the
Company is involved at this time.
Item 5. Other Information.
On November 1, 2000, the current officers and directors of the company
resigned and Thomas Pierson was elected as President, Secretary, Treasurer and
Director.
Events Subsequent to the Third Quarter.
On October 13, 2000, the Company filed a Quarterly report under Section 13
or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
March 31, 2000 and for the period ended June 30, 2000.
Item 6. Exhibits and Reports on Form 8-K.
- Resignation of Officers and Directors
- Appointment of new officer and Director
Index to Exhibits
Exhibit Number Exhibit Description
17 Resignation of Officers and Directors
27 Financial Data Schedule
99 Appointment of Officers and Directors
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Triple S Parts, Inc.
/s/_______________________________________
By: Thomas Pierson, President
Date: 11-15-2000
