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TBSS.OB > SEC Filings for TBSS.OB > Form 10-Q on 21-Feb-2012All Recent SEC Filings

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Form 10-Q for TBSS INTERNATIONAL, INC.


21-Feb-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Conditions of Operations.

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements for the three months ended December 31, 2011 and 2010 and should be read in conjunction with such financial statements and related notes included in this report. Those statements in the following discussion that are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the "Cautionary Note on Forward Looking Statements" set forth elsewhere in this Report.

Overview

We are a visionary development firm with a management team representing over 50 years of collective experience in winning competitive contracts on the strength of incorporating proprietary technologies from a network of venture partners. On October 12, 2011 the Board of Directors decided to exit the web-based retail business of selling home décor and now are focusing its efforts as an international service company to assist companies that have begun gold mining, drilling, as well as work on water well drilling, trenching and construction. The Company will first concentrate its efforts in the following industries:

Construction (including lighting for the energy-efficient neon lighting market)

Oil Drilling

Gold Mining

Water Well Drilling

Sonic and Horizontal Drilling

The management team has experience and expertise working with a number of Fortune 500 companies requiring an emphasis on environmentally sound practices, in addition to smaller companies operating domestically and internationally.

Principal Factors Affecting our Financial Performance

Our operating results are primarily affected by the following factors:

º Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.
º Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
º our ability to sign lucrative contracts and perform under those contracts;
º our ability to expand our intellectual property portfolio and take advantage of new technologies presented to us;
º our ability to maintain sizeable credit lines and buying power from our suppliers, which gives us an edge over the competition;
º our ability to identify and pursue mediums through which we will be able to market our services;
º our ability to manage our costs and maintain low overhead.
º Based upon current plans, we expect to incur operating losses in future periods because we will continue to be in the development stage and will be incurring expenses and not generating significant revenues.

Results from Continuing Operations for the three months ended December 31, 2011 and December 31, 2010 (successor).

Revenues

Revenues for the three months ended December 31, 2011 were $350,000, all from one Trenching customer, compared to $0 for the three months ended December 31, 2010.

Cost of Sales

Cost of sales for the three months ended December 31, 2011 was $327,777 compared to $0 for the three months ended December 31, 2010. The cost of sales was all related to the single Trenching customer referenced above.

Gross Profit

Gross profit for the three months ended December 31, 2011 was $22,223 compared to $0 for the three months ended December 31, 2010. Gross margin of 6.3% is lower than targeted (13%-20%) as this was our first project and we are aggressively bidding on jobs to establish revenue streams.

Expenses

Expenses for the three months ended December 31, 2011, exclusive of amortization, was $127,409 compared to $9,285 for the three months ended December 31, 2010. The increase of $101,991 is related to additional expenses related to the new business direction. $114,250 is related to the stock issued for services and the remainder is related to travel and general administrative expenses.

Discontinued Operations

The net income related to discontinued operations for the three month period ended December 31, 2011 and 2010 was income of $0 and $5,800, respectively.

Net Loss

Net loss for the three months ended December 31, 2011 was $118,420 compared to a loss of $3,485. The increase is related to the items discussed above as well as the profit from discontinued operations in 2010 of $5,800.

Results from Continuing Operations for the nine months ended December 31, 2011 and December 31, 2010 (successor).

Revenues

Revenues for the nine months ended December 31, 2011 were $350,000, all from one Trenching customer, compared to $0 for the nine months ended December 31, 2010.

Cost of Sales

Cost of sales for the nine months ended December 31, 2011 was $327,777 compared to $0 for the nine months ended December 31, 2010. The cost of sales was all related to the single Trenching customer referenced above.

Gross Profit

Gross profit for the nine months ended December 31, 2011 was $22,223 compared to $0 for the nine months ended December 31, 2010. Gross margin of 6.3% is lower than targeted (13%-20%) as this was our first project and we are aggressively bidding on jobs to establish revenue streams.

Expenses

Expenses for the nine months ended December 31, 2011, exclusive of amortization, was $186,686 compared to $19,691 for the nine months ended December 31, 2010. The increase of $166,995 is related to services received for stock issued ($114,250), travel of $10,000 and additional expenses related to the new business direction.

Discontinued Operations

The net income related to discontinued operations for the nine month period ended December 31, 2011 and 2010 was income of $2,921 and $14,516, respectively.

Net Loss

Net loss for the nine months ended December 31, 2011 was $174,776 compared to a loss of $5,175. The increase is related to the items discussed above as well as the profit from discontinued operations which was $2,921 for the nine months ended December 31, 2011 compared to $14,516 for the nine months ended December 31, 2010.

Results from Continuing Operations from July 6, 2007 (successor inception) to December 31, 2011.

Revenues

We generated revenues from continuing operations of $350,000 during the period from our inception on July 6, 2007 to December 31, 2011. This revenue was from one Trenching customer.

This revenue is from a single contract. We will continue to be a development stage company if revenues do not increase substantially.

Cost of Sales

Our cost of sales from continuing operations since our inception on July 6, 2007 to December 31, 2011 was $327,777. The cost of sales was due to our revenue from the Trenching customer referenced above.

Gross Profit

Our gross profit from continuing operations since our inception on July 6, 2007 to December 31, 2011 was $22,223. All of our gross profit is generated from one customer.

Expenses

From our inception on July 6, 2007 to December 31, 2011, our total expenses from continuing operations, excluding amortization expense, were $226,275. These total expenses since inception to December 31, 2011 were for general and administrative expenses which consisted of professional fees, credit card fees and other general and administrative expenses as well as $114,250 for shares issued for services.

Discontinued Operations

The net income related to discontinued operations since inception on July 6, 2007 to December 31, 2011was income of $26,272.

Net Loss

The net loss from continuing operations since inception on July 6, 2007 to December 31, 2011 was $191,014. The net loss is due to the reasons described above as well as a profit of $26,272 from discontinued operations.

Liquidity and Capital Resources as of December 31, 2011 and March 31, 2011

As of December 31, 2011, we had cash of $0 and no accounts receivable, total assets of $4,001,920 and working capital of $3,183,200 compared to $115,137 in cash, $115,137 in total assets and working capital of $37,762 as of March 31, 2011. As of December 31, 2011, we have an accumulated deficit of $258,814.

The Company plans for liquidity needs on a short term and long term basis as follows:

Short Term Liquidity:

The company currently relies on short-term financing of working capital from shareholder loans, when necessary, to fund operations.

Long Term Liquidity:

The company plans to obtain a line-of-credit to enable its operations and eventually generate cash flow from operations to fund the business.

On November 16, 2011 the President and CEO loaned the Company $100,000. On December 13, 2011 the President and CEO loaned the Company $3,900,000 for a total of $4,000,000. The Company will continue to receive loans from shareholder until a line-of-credit can be established and the Company begins to generate positive operating cash flows.

During the nine months ended December 31, 2011 we had net cash of $3,235,657 used in operating activities compared to $6,175 of net cash used in our operating activities for the nine months ended December 31, 2010, an increase in cash used in operating activities of $3,228,482. This is due to an increase in our net loss for the nine months ended December 31, 2011. The Company borrowed $4,000,000 from the President and CEO and purchased assets (inventory and patents) of $4,000,000.

On December 16, 2011 the President and CEO of the Company entered into an agreement on behalf of the Company, with a third party, to purchase inventory valued at $3,192,730 and a patent of $807,270 for a total of $4,000,000. The patent, originally filed in May 2001, has nine years and three months left before expiring. The President and CEO then assigned the assets to the Company.

From our inception on July 6, 2007 to December 31, 2011, we had $3,256,730 used by operating activities. Financing activities total $807,270 and cash provided by investing activities, $4,064,000.

It may take several years for us to fully realize our business plan.

We intend to meet our cash requirements for the next 12 months through a combination of debt financing, lines-of-credit and equity financing by way of private placements. We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. There is no assurance that any financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out any business plan.

We will also incur certain legal and accounting costs associated with the public reporting obligations in conjunction with being a public reporting company.

Off-Balance Sheet Arrangements

As of the date of this Report, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 2 of the notes to our financial statements for the three and nine months ended December 31, 2011 and 2010 and from date of inception (July 6, 2007) to December 31, 2011. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

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 year. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company does not expect that adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.

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