UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2002
[ ] 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: 33-24108D
TRSG Corporation
----------------
(Name of Small Business Issuer in Its Charter)
Delaware 87-045382
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(702) 938-9316
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock ($0.001 Par Value) None
Preferred Stock ($0.001
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 X No
----- ------
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB/A or any
amendment to this Form 10-KSB/A [X].
The issuer's total consolidated revenues for the year ended December 31, 2002,
were $1,077,018
The aggregate market value of the registrant's common stock, $0.001 par value
held by non-affiliates was approximately $620 based on the average closing
bid and asked prices for the Common Stock on April 12, 2003.
On May 19, 2003, the number of shares outstanding of the registrant's Common
Stock, $0.001 par value (the only class of voting stock), was 195,408,731.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Furnish the information required by Item 101 of Regulation S-B
TSGO is a real estate investment company which was created to allow shareholders
to invest in a professionally managed and diversified portfolio of real estate
properties. TSGO's real estate holdings will include commercial and residential
p roperties found in many locations throughout the United States.
In light of the recent economic slowdown, TSGO has created a Leaseback Advantage
product for distressed property owners. The process is simple, TSGO obtains real
estate foreclosure reports from a variety of national markets and then
implements a systematic approach to contacting the owners and negotiating an
acquisition of their property, with an agreement to keep the owner in the
property as a Lessor, granting them the option to either continue to lease or
buy back the property over either an eight or twelve month program. During which
time, the lessor is expected to make regular on time payments to TSGO which will
be reflected and reported positively on their credit reports through one of our
strategic partners which is one of the top credit reporting services in the
country.
MARKET OVERVIEW
The publicly traded real estate investment companies of today consists of 149
companies, 95 of which sport market capitialzations of less than $500 million
despite flurries of mergers and privitization. Small-cap real estate companies
have remained remarkably stable over the mid 1990's.
Consolidation and reduction in the number of publicly traded real estate
investment companies are expected to be dramatically reduced over the next 10
years. That little of this has happened argues for the notion that small real
estate investment companies have a role to play in the real estate investment
community.
GROWTH POTENTIAL
The real estate investment industry has ballooned since 1993, rising from 135
publicly traded companies with a total stock market value of $126 billion to 149
companies worth $151 billion.
It is estimated that a $1,000 investment in a real estate investment company
will yield a $2,600 return. The same investment in the S&P 500 has returned
$2,442.
TRSG CORPORATION
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AUDITED FINANCIAL STATEMENTS
---------
DECEMBER 31, 2002
TRSG CORPORATION
December 31, 2002
- CONTENTS -
PAGE NUMBER
Report of Independent Certified Public Accountants F-1
Financial Statements:
Balance Sheet F-2
Statement of Operations F-3
Statement of Changes in Stockholders' Equity (Deficit) F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
SELLERS & ANDERSEN, LLC 941 East 3300 South, Suite 202
-------------------------------- Salt Lake City, Utah 84106
Telephone 801 486-0096
Fax 801 486-0098
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS
Member SEC Practice Section of the AICPA
Board of Directors
TRSG CORPORATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of TRSG CORPORATION as of
December 31, 2002 and the related statements of operations, stockholders=
equity, and cash flows for the two years ended December 31, 2002 and 2001. These
financial statements are the responsibility of the Company=s Management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TRSG CORPORATION as of December
31, 2002 and the results of its operations and its cash flows for the two years
ended December 31, 2002 and 2001 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in the financial
statements and notes to the financial statements, the Company has suffered
significant losses. These conditions raise substantial doubt about the Company=s
ability to continue as a going concern. Management=s plans regarding these
matters are described in the notes to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Sellers & Andersen, LLC
---------------------------
April 14, 2003, except Notes to Financial
Statements #12 dated May 9, 2003
Salt Lake City, Utah
F-1
TRSG CORPORATION
Balance Sheet
As of December 31, 2002
A S S E T S
Current Assets
Cash $ --
-------------
Total Current Assets --
-------------
$ --
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 350,000
Accounts payable 285,000
-------------
Total Current Liabilities 635,000
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Total Liabilities 635,000
-------------
Commitments & Contingencies 650,000
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Stockholders' Equity
Preferred stock, $.001 par value
Authorized 5,000,000 shares
Issued & outstanding - none --
Common stock, $.001 par value
Authorized 2,000,000,000 shares
Issued & outstanding 195,408,731 shares 195,409
Additional paid-in capital 3,803,634
Retained earnings (deficit) -5,284,043
-------------
Net Stockholders' Equity -1,285,000
-------------
Total Liabilities and Stockholders' Equity $ --
=============
See Notes to Financial Statements
F-2
TRSG CORPORATION
Statements of Income and Expenses
For the Years Ended December 31,
2002 2001
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Revenues $ 1,077,018 $ 1,875,327
Cost of Sales 214,142 604,294
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Gross Profit 862,876 1,271,033
Selling, General & Administrative Expenses 2,735,425 3,087,764
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(Loss) From Operation -1,872,549 -1,816,731
Other Income (Expense)
Interest expense -6,844 -37,451
Litigation settlement -- 572,108
Loss on sale of property & equipment -129,453 --
Loss on purchase of A & A Medical -- -282,639
Impairment of goodwill & other intangibles -728,953 --
Gain on sale of assets to
Gateway Distributors, Ltd 501,073 --
Contingent Liabilities -650,000 --
------------- -------------
Income (Loss) Before Provision for Income Taxes 2,886,726 -1,564,713
Provision for Income Taxes -- --
------------- -------------
Net Income (Loss) $ -2,871,726 $ -1,564,713
============= =============
Basic & Diluted Net (Loss)
Per Share of Common Stock $ -0.05 $ -0.09
============= =============
Basic & Diluted Weighted Average Shares
Outstanding During the Period 53,469,836 17,812,935
============= =============
See Notes to Financial Statements
F-3
TRSG CORPORATION
Statements of Stockholders' Equity
For the Years Ended December 31, 2002
Additional Net
Common Stock Paid-In- Accumulated Equity
Shares Amount Capital (Deficit) (Deficit)
-------------------------------------------------------------------
Balance - December 31, 2000 2,368,988 $ 2,369 $ 200,975 $ -832,604 $ -629,260
Stock Issues:
To employees for services 13,250 13 4,757 4,770
To non-employees for services 3,923,660 3,924 208,668 212,592
To investors 4,943,173 4,943 1,505,063 1,510,006
For purchase business of
Gateway Distributors Ltd 13,448,660 13,449 1,210,683 1,224,132
For debt conversion 25,000 25 24,975 25,000
For purchase A & A Medical 100,000 100 282,539 282,639
Net Income (Loss) -1,564,713 -1,564,713
----------- ----------- ----------- ----------- -----------
Balance - December 31, 2001 24,822,731 24,823 3,437,660 -2,397,317 1,065,166
Stock Issues:
To employees for services 5,685,000 5,685 30,651 36,336
To non-employees for services 31,901,000 31,901 453,323 485,224
To Gateway 133,000,000 133,000 -118,000 15,000
Net Income (Loss) -2,886,726 -2,886,726
----------- ----------- ----------- ----------- ------------
Balance December 31,2002 195,408,731 $ 195,409 $ 3,803,634 $ -5,284,043 $ -1,285,000
=========== =========== =========== ============ ============
See Notes to Financial Statements
F-4
TRSG CORPORATION
Statements of Cash Flows
For the Years Ended December 31,
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ -2,886,726 $ -1,564,713
Adjustments to reconcile Net Income to Cash Flows
from Operating Activities:
Depreciation and amortization - prop, equip, lease imp 21,283 144,688
Amortization goodwill & intangibles 17,585 --
(Gain) on litigation settlement -- -572,108
Loss on purchase of A & A Medical 282,639
Loss on sale of property & equipment 129,453 --
Impairment of goodwill & other intangibles 728,953 --
(Gain) on sale of asset-501,073eway Distributors, Ltd. --
Set up an allowance for contingent liabilities 650,000 --
Stock issue to employees for services 36,336 4,770
Stock issue to non-employees for services 485,224 212,592
Stock issue for debt conversion -- 25,000
Changes in operating assets and liabilities which
increase (decrease) cash flow
Accounts receivable 42,336 -42,336
Inventory 52,099 -52,099
Accounts payable -264,576 539,286
Accrued expenses payable -76,525 76,525
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Net Cash Provided (Used) by Financing Activities -1,565,631 -945,756
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property & equipment -26,759 -286,250
Increase of other assets 30,060 -30,060
---------- ----------
Net Cash (Used) by Investing Activities 3,301 -316,310
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issued -- 1,510,006
Payments to Gateway Distributors, Ltd., related party -- -892,317
Net increase of debt -- 653,984
Reduction of debt 1,552,723 --
---------- ----------
Net Cash Provided (Used) by Financing Activities 1,552,723 1,271,673
---------- ----------
NET INCREASE (DECREASE) IN CASH EQUIVALENT -9,607 9,607
Cash at Beginning of Year 9,607 --
---------- ----------
Cash at End of Year $ -- $ 9,607
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid $ 6,844 $ 37,451
========== ==========
Non-Cash Items:
Stock issued to employees for services $ 36,336 $ 4,770
Stock issued to non-employees for services 485,224 212,592
Stock issued for purchase of business of Gateway 1,224,132
Stock issued in conjunction with sale of assets and
passing of debts to Gateway 15,000 --
Stock issued for debt conversion -- 25,000
Stock issued for purchase of A & A Medical -- 282,639
Gain on litigation settlement -- 572,108
Loss on sale of property & equipment 129,453 --
Loss on purchase of A & A Medical -- 282,639
Gain on sale of assets to Gateway 501,073 --
Impairment of goodwill & other intangibles 728,953 --
Set up an allowance for contingent liabilities $ 650,000 $ --
========== ==========
See Notes to Financial Statements
F-5
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
[PG NUMBER]
NOTE 1 - ORGANIZATION, HISTORY AND BUSINESS ACTIVITY:
The Company incorporated on January 11,1988 as a Delaware corporation
under the name of Jutland Enterprises, Inc. The Company has had several
subsequent names including Jutland Enterprises, Inc., Treat
Enterprises, Inc. and Professional Wrestling Alliance Corporation. On
November 1, 2000, the Company's name was changed to TRSG CORPORATION.
("the Company").
On March 20, 2003 the company filed a certificate of amendment of
incorporation with the State of Delaware and increased its authorized
shares from 200,000,000 to 2,000,000,000. Par value remained the same
at $.001 per share.
On December 31, 2002 the Company sold all of its assets, selected
liabilities and all of its operations as a distributor of vitamin,
nutritional supplements and whole health foods mainly in the United
States of America and Canada to Gateway Distributors, Ltd. ("Gateway").
As a result, It ceased operations as of December 31, 2002. Gateway, a
publicly held corporation, held the majority of the stock ownership in
the Company from January 11, 2001 to December 31, 2002 and had reported
its financial statements by including the Company in its consolidated
financial statements as a majority owned subsidiary. Subsequent to
December 31, 2002, refer to note on subsequent events.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
REPORTING RESULTS OF OPERATIONS
The accompanying financial statements include the activity and results
of operations of the Company and its ceased operations through the date
it ceased operations, which is December 31, 2002.
Both the financial statements and the income tax returns are reported
as of December 31 and are on the accrual basis of accounting.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, cash equivalents include
cash in banks and all highly liquid investments with original
maturities of three months or less.
F-6
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
INVENTORIES
Inventories, consisting primarily of nutritional, health, beauty and
cleaning products are stated at cost determined by the first-in,
first-out (FIFO) method.
ACCOUNTS RECEIVABLE
Management has elected to record bad debts using the direct write-off
method. Generally accepted accounting principles require that the
allowance method be used to reflect bad debts. However, the effect of
the use of the direct write-off method is not materially different from
the results that would have been obtained had the allowance method been
followed.
PROPERTY & EQUIPMENT
Until property and equipment was sold December 31, 2002 it was stated
at cost. Major replacements and improvements are capitalized while
replacements, maintenance and repairs which do not improve or extend
the life of the respective assets are expensed.
The Company provides for depreciation of equipment and amortization of
leasehold improvements and software principally by use of declining
balance and straight-line methods for financial reporting purposes or
the following estimated useful lives:
Leasehold improvements 39 years
Software 5 years
All equipment 3 - 5 years
Depreciation and amortization expense for the years ended December 31,
2002 and 2001 was $38,868 and $137,024 respectively.
F-7
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
EARNINGS (LOSS) PER SHARE
Basic and diluted earnings (loss) per share are computed on a weighted
average of shares issued and outstanding through the year. No
recognition of stock options and warrants and other dilutive stock
interests are recognized in the computation as there are net operating
(losses) and it would be anti-dilutive.
INCOME TAXES
The Company has adopted the provisions of statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which
incorporates the use of the asset and liability approach of accounting
for income taxes. The asset and liability approach requires the
recognition of deferred tax assets and liabilities for the expected
future consequences of temporary differences between the financial
reporting basis and the income tax basis of assets and liabilities.
INTANGIBLE ASSETS
The Financial Accounting Standards Board has issued FASB 142 "GOODWILL
AND OTHER INTANGIBLE ASSETS" effective for fiscal years beginning after
December 15, 2001. According to this FASB, goodwill should not be
amortized. Instead it should be reviewed for impairment annually and
charged to earnings only when its recorded value exceeds its implied
fair value.
The Company in its purchases of formulas, marketing strategies and
goodwill established values of the intangibles and amortized them
accordingly through December 31, 2001 as previously required by the
Financial Accounting Standards Board. For the year ending December 31,
2002, under the same guidelines established under FASB 142, the
goodwill and other intangible assets were reviewed for impairment. Its
recorded value exceeded its implied fair value by $728,953, which was
therefore charged to earnings.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of other recent
accounting pronouncements will have a material impact on it financial
statements.
F-8
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
COMPREHENSIVE INCOME
The Company has adopted SFAS No. 130 Reporting Comprehensive Income.
The Company has no reportable differences between net income and
comprehensive income, therefore a statement of comprehensive income has
not been presented.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's cash, accounts receivable,
accounts payable and accrued expenses approximate fair value because of
the short maturity of these items.
ADVERTISING COSTS.
The Company conducts nondirect response advertising for which the costs
are expensed when incurred. Total advertising costs of $8,325 and
$2,560 were incurred for the years ended December 31, 2002 and 2001,
respectively.
REVENUE RECOGNITION
Revenue is recognized in the period in which the products are sold and
shipped.
RECLASSIFICATIONS
Certain amounts in 2001 have been reclassified and represented to
conform to the current financial statement presentation.
USE 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 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 may differ
from those estimates.
F-9
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 3 - SALE OF ALL ASSETS, SELECTED LIABILITIES & OPERATIONS:
The Company sold to Gateway all of its assets and operations. Gateway
assumed all but $635,000 of the debts of the Company. In closing this
agreement the Company freed itself of $501,073 more debt than the
recorded carrying value of the assets sold. This difference of $501,073
is reported as income on the statement of operations as other income
under "gain on sale of assets to Gateway."
NOTE 4 - ACCOUNTS AND NOTES PAYABLE:
In the sale of all assets and operations of the Company on December 31,
2002 to Gateway, Gateway also assumed all debts of the Company except:
Two notes payable to two companies for
consulting services Amounts are
due now and bear no interest $ 350,000
Unsecured accounts, commissions and accrued expenses 285,000
---------
Total as of December $ 635,000
=========
The unsecured accounts, commissions and accrued expenses are not
specific as to which debts they represent.
NOTE 5 - COMMITMENTS AND CONTINGENCIES:
SALE OF ASSETS AND OPERATIONS
In the asset sales agreement Gateway assumes all debt of the Company,
except the $350,000 notes and $285,000 in unspecified debt for a total
of $635,000. The Company retained the right to choose which unspecified
debts totaling $285,000 it will retain and pay. The Company is
negotiating with creditors to convert debt to stock.
However, the creditors are not obligated to recognize this agreement or
convert their debt for stock. So, the Company ultimately could be held
responsible to pay obligations passed on to Gateway.
F-10
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED):
LEGAL PROCEEDING
The Company is named as a defendant in the lawsuit of F.W. Jones &
Associates v. Apgood & Associates, Inc. ("Plaintiff"); TRSG Corporation
and A and A Medical Company (Defendants"). The suit was filed August 2,
2002 in the Third Judicial District Court of Salt Lake County, Utah as
file number 020907272 seeking damages for breach of a lease and unjust
enrichment.
The plaintiff claims that on July 1, 2000, defendant Apgood &
Associates executed a written lease for property located in Salt Lake
City, Utah. Plaintiff claims the lease was subsequently assigned to
TRSG Corporation ("TRSG")by the lessee, Apgood & Associates, and that
TRSG then assigned the lease to A and A Medical. Plaintiff seeks
damages of $115,753 plus interest, cost and attorney's fee.
TRSG denies that it has any obligation on the lease. TRSG expects to
defend the claims and has filed an answer denying liability. Discovery
is ongoing in the case. Defendant A and A Medical has filed a cross
claim against Apgood & Associates, Inc. and TRSG is claiming indemnity.
Counsel estimates that the maximum potential exposure to the Company in
this case is $150,000.
CONTINGENCY
Management is of the opinion there exists significant exposure to
potential liabilities from these matters of unknown outcome and have
established a contingency of $650,000 as of December 31, 2002.
NOTE 6 - INCOME TAXES:
No provision was made for income taxes in 2002 and 2001 as a result of
the net loss for each year and a net operating loss carryforward. A
valuation reserve on the deferred tax assets of approximately $125,000
offsets deferred tax benefit of equal amount as no assurance can be
given it can be used. As of December 31, 2002, the Company has
available net operating loss carryforwards of approximately $580,000.
Expiration dates on these carryforwards begin in 2016 and end in 2017.
Should the Company undergo an ownership change as defined in Section
382 of the Internal Revenue Code, the Company's tax net operating loss
carry forwards generated prior to the ownership change will be subject
to an annual limitation which could reduce, eliminate, or defer the
utilization of these losses.
F-11
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 7 - EQUITY:
STOCK ISSUED FOR SERVICES PROVIDED
The Company continually seeks to improve its financial position by
seeking an investor in exchange for equity in the Company. During the
year ended December 31, 2002 the Company issued 5,685,000 restricted
shares of stock for services valued at approximately $0.0064 per share
for a total value of $36,336 and 31,901,000 free trading shares of
stock for services valued at approximately $0.015 per share for a total
value of $485,224.
For the year ended December 31, 2001 the Company issued 13,250
restricted shares of stock for services at $0.36 per share for a value
of $4,770. It also issued 3,923,660 free trading shares of stock at
approximately $0.054 per share for a value of $212,592.
STOCK ISSUED TO INVESTORS FOR CASH
No stock was issued during the year ended December 31, 2002. During the
year ended December 31, 2001 the Company issued for cash 4,943,173 free
trading shares of stock valued at approximately $0.305 per share for a
total value of $1,510,006.
STOCK ISSUED FOR DEBT
From time to time a creditor has been willing to convert his debt for
stock. During the year ended December 31, 2002 no stock was issued for
debt. For the year ended December 31, 2001 the Company issued 25,000
shares valued at $1.00 per share for $25,000.
STOCK ISSUED TO GATEWAY DISTRIBUTORS, LTD.
On January 11, 2001 the Company acquired all of the assets and
operations of Gateway Distributors,LTD. (Gateway) for 13,448,660
restricted shares of stock valued at approximately $0.091 per share for
a total value of $1,224,132.
On December 31, 2002 the Company sold back to Gateway all of its
operations, and assets and all but $635,000 of the Company debt. In
conjunction with these transactions the Company issued 133,000,000
shares of restricted stock to Gateway valued at $15,000. The stock
issued to Gateway was in anticipation of
F-12
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 7 - EQUITY (CONTINUED):
the sale of the Company's assets and operations and the resultant
relief of $501,073 of debt in excess of the carrying value of the
assets. In a related transaction also on December 31, 2002 Gateway sold
133,319,000 shares of restricted stock of the Company, or approximately
51% of its approximate 58% ownership in the Company, to Suburban
Capital Corp. ("Suburban") for $15,000. Refer also to the note on
subsequent events.
STOCK ISSUED FOR ACQUISITION OF A AND A MEDICAL
In July of 2001, the Company acquired the business of A and A Medical
("A&A"), located in Salt Lake City, Utah. In February 2002, the Company
sold the business to an unrelated party. The Company issued 100,000
shares of stock valued at approximately $2.826 per share for a total
value of $282,639 in 2001 for this acquisition.
The results of operations and of related activity of A&A has not been
audited and was determined not to be auditable because it is out of
business and the records are unattainable. Therefore, the results of
operations of A&A are excluded from these financial statements.
Instead, management has reported what the Company paid other then the
stock issued in the acquisition as a part of the statement of
operations under "selling, general & administrative expenses" for 2001.
NOTE 8 - RELATED PARTY TRANSACTIONS:
The Company was a majority owned subsidiary of Gateway Distributors,
LTD. (Gateway) from January 11, 2001 through December 31, 2002.
Gateway's ownership in the Company varied, but always stayed over 50%.
On December 31, 2002 Gateway sold 51% ownership in the Company to
Suburban Capital Corporation ("Suburban"), an unrelated party. After
the closing, effective the end of the day on December 31, 2002, Gateway
owned approximately 7% and Suburban owned approximately 51% of the
Company.
NOTE 9 - OPERATING LEASES:
The Company does not lease any office space or any equipment. It
therefore, has no operating leases.
Total rent expense for property and equipment charged to operations for
the years ended December 31, 2002 and 2001 is $6,731 and $20,256
respectively.
F-13
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 10 - GOING CONCERN ISSUES:
The Company does not have the necessary working capital to service its
debt and for its planned activity, which raises substantial doubt about
its ability to continue as a going concern.
The controlling shareholder continues to fund the company sufficiently
to keep it going for the coming year . Management is also seeking
additional financing through private and public offerings it plans in
the near future. Also, see the note on subsequent events.
NOTE 11 - SUBSEQUENT EVENTS:
OWNERSHIP CHANGES AND CONTROL IN QUESTION
On December 31, 2002 the major shareholder, Gateway Distributors, Ltd.
("Gateway") sold 133,319,000 restricted shares, or approximately 51% of
the ownership, of the Company to Suburban Capital, Corp. ("Suburban")
for $15,000. Efforts have gone on to sell the controlling interests
but have not yet been consumated.
The stock transfer agent's shareholders list as of May 1, 2003 has
994.610,231 shares issued and outstanding. Since December 31, 2002,
800,000,000 shares were issued to Kevin Gallagher leaving the
shareholder list short by 1,000,000 shares compared to the December 31,
2002 list. New management indicates the 800,000,000 shares of stock
were issued in error. New management changed stock transfer agents May
13, 2003. On May 16, 2003, the new stock transfer agent received the
certificate for 800,000,000 made out to Kevin Gallagher and can now to
properly cancel the 800,000,000 shares off the shareholder list.
Neither New management or the new stock transfer agent knows why there
are 1,000,000 shares short and unaccounted for. Management is looking
into this. The financial statements recognize 195,610,231 shares
outstanding as of December 31, 2002.
F-14
TRSG CORP0RATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE 11 - SUBSEQUENT EVENTS - CONTINUED:
Also on May 1, 2003 the stock transfer company identifies on the
stockholders list that the 133,319,000 shares of stock Gateway passed
to Suburban effective December 31, 2002 are still in the name of
Gateway and not Suburban. Suburban acknowledges receipt of the stock
from Gateway. Suburban, which is New management, indicates it is
holding the stock without making a name change, pending determination
of whom it will be reissued to.
On April 8, 2003 the Company co-signed a note guaranteeing payment of a
$62,000 obligation due by one of its consultants. In the event of
default by the consultant on the note due July 15, 2003, the consultant
and the Company consent that the consultant will relinquish its
controlling interest in the Company, of up to 49% of the total stock
ownership in the Company. If this happens, then the Company as
co-signer would still remain liable for the total debt obligation of
$62,000 plus interest.
As of May 15, 2003 these apparent discrepancies as to ownership,
ownership control and potential claims against ownership have not been
corrected or resolved.
F-15
SECURED PROMISSORY NOTE & AGREEMENT
$62,000 Las Vegas, Nevada Date April 08, 2003
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FOR VALUE RECEIVED, the undersigned Frank Custable individually ("Frank"), Frank
Custable Principal Suburban Capital Corporation, a Delaware corporation
("Suburban"), and Sara Wetzel President on behalf of TRSG Corporation ("TRSG");
as makers (hereinafter called "Maker", whether one (1) or more), promises to pay
to the order of Richard E. Sellers for an in behalf of Sellers & Associates,
P.C., aka Richard E. Sellers, CPA. P.C., a Utah Corporation, ("Sellers") and
Sellers & Andersen, LLC, a Utah LLC as payee(s) (hereinafter called "Payee",
which term shall also refer to any subsequent owner or holder of this Note), the
principal sum of $62,000, together with interest thereon accruing on any and all
principal amounts from time to time remaining unpaid, at the term rate
hereinafter stated, said principal and interest being payable in lawful money of
the United States of America at the address designated herewith by Payee at a
term rate equal to 18%.
Principle and interest of this Secured Promissory Note ("Note") shall
be due and payable as follows: Principal, plus accrued interest thereon, shall
be due and payable 90 days from the date hereof.
The $62,000 due Payee by Maker represents audit and consulting
services rendered through April 15, 2003 for Primary Business Systems, Inc., fka
ShareCom, Inc., TRSG Corporation, and Core Solutions by the Payee. All services
deal with these corporations for years ending December 31, 2002 and December 31,
2001, except for Core Solutions, which is only for December 31, 2002. Maker has
rights of offset against the $62,000 due Payee for: 1) payments received
directly from Core Solutions to Payee which is anticipated will range between
$7,000 and $10,500, 2) monies paid directly to Payee since April 7, 2003,
including $2,500 Payee received April 8, 2003, and 3) for services rendered and
to be rendered by Marty, a CPA but not to exceed $4,000 in value to offset.
Payments previously paid by Maker to Payee are not a part of the Note and
accordingly have been excluded from the $62,000 due in this secured promissory
note. The last payment received by Payee from Maker before April 8, 2003 was in
December 2002.
Payment on this Note shall be made on or before the 12:00 p.m. (noon)
Mountain Time on the date due in either Certified Funds that clear the bank
account of Payee or by wire transfer received by the bank designated by Payee.
Any other mode of payment shall be unacceptable. If, for any reason a certified
check or wire transfer is not honored, any tender of such payment will be deemed
void and Payee will have available to it all remedies contained in this Note and
contained in the Security Agreement included in this Note and described later. A
money order shall not constitute certified funds. Only a check certified by a
financial institution shall constitute certified funds.
-1-
Maker may prepay this Note in whole or in part at any time without
being required to pay any penalty or premium for such privilege. All payments
hereunder, whether designated as payments of principal or interest, shall be
applied first to unpaid and accrued interest, then to the discharge of any
expenses or damages for which the holder of this Note may be entitled to receive
reimbursement under the terms of this Note, and last to unpaid principal. In the
application of any prepayment of principal as provided for in the preceding
sentence, if any principal hereof is to be paid in installments, in the absence
of any written agreement between Maker and Payee, each such prepayment shall be
applied to installments of principal in the inverse order of maturity. All past
due sums, including principal and interest of this Note, whether due as the
result of acceleration of maturity or otherwise, shall bear interest at a term
rate equal to eighteen percent (18%) from the date the payment thereof shall
have become due until the same have been discharged by payment.
If any installment or payment of principal or interest of this Note
is not paid when due; or if both of Maker or any drawer, acceptor, endorser,
guarantor, surety accommodation party or other person now or hereafter primarily
or secondarily liable upon or for payment of this Note (each hereinafter called
an "other liable party") become insolvent (however such insolvency may be
evidenced); or if Maker or any other liable party shall file a voluntary
petition in bankruptcy or for relief under provision of any federal bankruptcy
law or similar law of any other jurisdiction; or if any involuntary petition
under any federal bankruptcy law or similar law of any other jurisdiction shall
be filed against Maker or any other liable party and such involuntary petition
is not dismissed within ninety (90) days thereafter; or if Maker or any other
liable party shall be adjudicated a bankrupt or insolvent; or if Maker of any
other liable party shall file any petition or answer seeking for itself any
arrangement, composition, winding up , liquidation, readjustment, reorganization
or dissolution under any federal bankruptcy law or any applicable present or
future law, statute or regulation of the United States, any state thereof or any
other jurisdiction, or shall file any answer admitting the material allegations
of a petition or complaint filed against Maker or any other liable party in any
such proceeding; or if Maker or any other liable party, or with respect to any
property of any of them; or if any governmental authority, or any court at the
instance thereof, shall take possession of any part or substantial part of the
property of, or a writ or order of attachment or garnishment shall be issued or
made against, any of the property of Maker or any other liable party, or if
Maker or any other liable party shall seek, consent to or acquiesce in any of
the foregoing; or if any Indebtedness for which Maker or other liable party is
primarily or secondarily liable shall not be paid when due or shall become due
-2-
and payable by acceleration of maturity thereof, or if any event or condition
shall occur which shall permit the holder of any such indebtedness to declare it
due and payable upon the lapse of time, giving of notice or otherwise; or if
Maker or any liable party (if other than a natural person) shall be dissolved,
wound up, liquidated or otherwise terminated, or be a party to any merger,
corporate reorganization or consolidation without the written consent of Payee;
or if Maker or any other liable party shall sell substantially all or any
integral portion of its assets without the written consent of Payee; or if Maker
or any other liable party fails to furnish financial information requested by
Payee; or if Maker or any other liable party furnishes or has furnished any
financial or other information or statements which are misleading in any
respect; or if a default occurs under or if Maker or any other liable party
violates any covenant, agreement or condition contained in any instrument now or
hereafter executed in connection with or as security for this Note; thereupon,
at the option of Payee, this Note and any and all other indebtedness of Maker to
Payee shall become and be due and payable forthwith.
Maker and each other liable party shall be directly and primarily, jointly and
severally, liable to any legal holder of this Note for the payment of all sums
called for hereunder. Maker and each other liable party agree:
If in the event of default hereunder or under any other instrument now or
hereafter executed in connection with or as security for this Note, this Note is
placed in the proceedings or through probate, (whether or not suit is filed), or
if this Note is collected by suit or legal proceedings or any other collection
or enforcement efforts, then Maker and each other liable party agrees to pay the
reasonable attorneys fees of Payee and the expenses of collection in connection
therewith, but in no event to exceed the maximum amount permitted by applicable
law.
It is the intention of the parties hereto to strictly comply with and conform to
all applicable law, including usury laws. Accordingly, notwithstanding any
provision of this Note, or any security instrument or other document, instrument
or agreement evidencing, accruing or entered into in connection with this Note
or the loan transaction evidenced hereby, it is expressly stipulated and agreed
as follows:
(1) In no event shall Maker or any other liable party be required to pay
interest in excess of the maximum non-usurious contract rate of interest
(determined from time to time if the applicable maximum rate is a floating rate)
that Payee may charge Maker under applicable law in regard to which Maker would
be prevented successfully from raising the claim or defense of usury
(hereinafter called "Maximum Rate"), nor under any circumstances shall the
aggregate of all consideration which constitutes interest under applicable law
and taken, reserved, charged, received, contracted for, chargeable or receivable
under this Note, or any security instrument or other document, instrument or
agreement evidencing hereby exceed the maximum amount of interest allowed by
applicable law, and any excess interest shall be deemed a mistake and canceled
automatically or, if theretofore paid, shall, at the option of the holder of
this Note, either be refunded to Maker or credited on this Note or any other
obligation of Maker or any other liable party to the holder hereof; and
(2) In the event the maturity of this Note is accelerated for any reason before
the due date hereof, or in the event of any prepayment hereof, then such
consideration that constitutes interest under applicable law may never include
or exceed more than the maximum amount allowed by applicable law, and excess
interest, if any, provided for in this Note or otherwise shall be canceled
automatically as of the date of such acceleration or prepayment, and if
theretofore paid, shall, at the option of the holder of this Note, either be
refunded to Maker or credited on this Note or any other obligation of Maker or
any other liable party to the holder hereof.
-3-
In determination whether or not interest paid or payable exceeds the Maximum
Rate, Maker and Payee shall, to the extent permitted by applicable law, (a)
characterize any non-principal payment as an expense fee, or premium rather than
as interest, (b) exclude voluntary prepayments and effects thereof, and (c)
authorize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the contemplated term of the indebtedness
evidenced by this note so that interest for the entire term does not exceed the
Maximum Rate.
The laws of the State of Nevada shall apply to the enforcement of this Note and
the loan transaction contemplated hereby, this agreement shall be deemed to have
been executed in the state of Nevada, and Maker expressly consents to the
jurisdiction of any Court located within the State of Nevada in any action
pertaining to this secured promissory note. Fax signatures shall be the same as
original signatures in accepting to and agreeing with this agreement and secured
promissory note.
It is expressly understood by Maker and Payee that in selecting Nevada instead
of Illinois as the Maker's preference and Utah as the Payee's preference that no
rights of either party are lost or mitigated as invalid or diminished for any
reason even if it would otherwise be so in Nevada for not being legally
registered or licensed or otherwise represented in Nevada. Nevada is selected as
neutral grounds of resolving disputes as if both are legally and lawfully able
to do so in Nevada. In the case of stock ownership of TRSG, bearer stock shall
not apply, but shall remain in the hands of Frank and his associates and control
throughout the performance and possible non-performance of this agreement.
Intent of this Note and Agreement shall prevail over content in the event of a
dispute and/or conflict in understanding. If any part of this agreement is
deemed not legal or enforceable does not affect any other portion as to
enforceability.
Any check, draft, money order or other instrument given in payment of any
portion of this Note may be accepted by the holder hereof and handled in
collection in the customary manner, but the same shall not constitute payment
hereunder or diminish any rights of the holder hereof except to the extent that
actual cash proceeds of such instrument are unconditionally received by the
holder and applied to this indebtedness in the manner provided elsewhere herein.
This Note includes the agreement of security protecting the secured promissory
note referred to in this Note, and has been issued pursuant to, and is entitled
to the benefits of security, as executed at the end of this Note and agreement
by Maker in favor of Payee and incorporated herewith as part of this secured
promissory note. Assets pledged, as security shall at all times equal or exceed
three (3) times the accrued value of the debt to the Payee including accrued
interest and other costs associated to the administration and collection and
enforcement of this secured promissory note. The intent of security is to assure
compliance to and fulfillment of prompt payment of this Note, not to acquire the
secured assets. Assets securing this debt are all inclusive of Frank and his
ownerships in his name and in various entities. Secured assets are all inclusive
of the assets of Frank not matter where they are and include but are not limited
to:
-4-
Frank's home, savings, cars, investments in and out of the USA, and
stock in companies not related to PBS, TRSG and Core Solution.
Any and all stock received for satisfaction of this secured
promissory note will be issued at no additional cost to the Payee or
the assigns of the Payee in such a manner that the stock will be
unrestricted stock immediately in the hands of the Payee. Value of
the stock shall be what the Payee actually receives for it when sold.
Any excess proceeds received from stock sales over the amounts due
the Payee will be returned back to the Maker, or applied to
additional or new work done or yet to do for the Maker, at the option
of the Payee.
In the event this Note in not satisfied within 90 days, or July 15,
2003, which ever comes first, then 49% non-dilutive interest in the
total ownership of TRSG will be paid to Payee on top of what is owed
Payee as additional compensation over the amount of this secured note
as a result of non performance in payment of this secured promissory
note. The stock of TRSG the Maker pledges to the Payee is
unrestricted stock. During the time this secured promissory note
remains unpaid in whole or in part the Maker shall not dispose in any
way any of its interest in TRSG. This additional compensation as the
result of non-performance shall be uncontested in any way, shape of
form by the Maker and shall be immediately passed to the Payee. This
note is also the vehicle to pass ownership and to be recorded by the
stock transfer agent and to notify the SEC of stock ownership change
and to do all else needed and required to make the change of
ownership legal and complete in every way and without recourse.
-5-
Address of Maker is
Suburban Capital Corporation
Illinois
Address of Payee is:
475 North 300 West
Richfield, Utah 84701
MAKERS:
By: _____________________________
Frank Custable, personally
By: ________________________________
Frank Custable, Principal or owner of Suburban Capital Corporation,
a Delaware Corporation
By: _______________________________
Sara Wetzel - President in behalf of TRSG Corporation,
a Nevada Corporation
PAYEE:
By ________________________________
Richard E. Sellers, - President in behalf of Sellers & Associates,
P.C. aka Richard E. Sellers, CPA, PC, a Utah Corporation
By: _________________________________
Richard E. Sellers, Managing Member of Sellers & Andersen, LLC,
a Utah LLC
By: _________________________________
Richard E. Sellers, individually
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