UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR
THE QUARTERLY PERIOD ENDED: December 31, 2004
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
Commission
File Number: 000-50606
TRINITY CAPITAL PARTNERS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
75-2912201 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
3445 Lawrence Ave., Oceanside, NY 11572
(Address
of principal executive offices, Zip Code)
(310)
734-2626
(Registrant’s
telephone number, including area code)
AMERICAN
FIDELITY FINANCIAL SERVICES, INC.
(Former
name, former address and former fiscal year, if changed since last
report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
|
|
|
|
None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the 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 ☒ No
☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☐
No ☒
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company ☒
|
|
Emerging
growth company ☐ |
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of
June 30, 2020, 70,112,850 shares of the issuer’s common stock were
issued and outstanding.
FORM
10-Q
TRINITY
CAPITAL PARTNERS. INC.
December
31, 2004
TABLE
OF CONTENTS
FORWARD
LOOKING STATEMENTS
This
report contains forward-looking statements regarding our business,
financial condition, results of operations and prospects. Words
such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates” and similar expressions or variations of such
words are intended to identify forward-looking statements, but are
not deemed to represent an all-inclusive means of identifying
forward-looking statements as denoted in this report. Additionally,
statements concerning future matters are forward-looking
statements.
Although
forward-looking statements in this report reflect the good faith
judgment of our management, such statements can only be based on
facts and factors currently known by us. Consequently,
forward-looking statements are inherently subject to risks and
uncertainties and actual results and outcomes may differ materially
from the results and outcomes discussed in or anticipated by the
forward-looking statements. Factors that could cause or contribute
to such differences in results and outcomes include in
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in this Form 10-Q and information contained
in other reports that we file with the SEC. You are urged not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this report.
We
file reports with the SEC. The SEC maintains a website
(www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC, including us. You can also read and
copy any materials we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You can
obtain additional information about the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
We
undertake no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may
arise after the date of this report, except as required by law.
Readers are urged to carefully review and consider the various
disclosures made throughout the entirety of this quarterly report,
which are designed to advise interested parties of the risks and
factors that may affect our business, financial condition, results
of operations and prospects.
PART I. FINANCIAL
INFORMATION
TRINITY
CAPITAL PARTNERS, INC.
BALANCE
SHEETS
(Unaudited)
|
|
December
31,
2004 |
|
|
March
31,
2004 |
|
ASSETS |
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
Cash |
|
$ |
- |
|
|
$ |
2,555 |
|
Total current assets |
|
|
- |
|
|
|
2,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
- |
|
|
$ |
2,555 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
- |
|
|
|
215 |
|
Related party notes payable |
|
|
- |
|
|
|
- |
|
Total current liabilities |
|
|
- |
|
|
|
215 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Preferred
stock, par value $0.001 per share; 5,000,000 shares authorized;
none outstanding |
|
|
- |
|
|
|
- |
|
Common
stock, par value $0.001 per share; 20,000,000 shares authorized;
10,112,850 and 2,000,000 shares issued and outstanding as of
December 31, 2004 and March 31, 2004, respectively |
|
|
10,113 |
|
|
|
2,000 |
|
Additional paid in capital |
|
|
59,341 |
|
|
|
59,341 |
|
Accumulated deficit |
|
|
(69,454 |
) |
|
|
(59,001 |
) |
Total stockholders’ equity |
|
|
- |
|
|
|
2,340 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
- |
|
|
$ |
2,555 |
|
The
accompanying notes are an integral part of these financial
statements.
TRINITY
CAPITAL PARTNERS, INC.
STATEMENTS
OF OPERATIONS
(Unaudited)
|
|
For the three months
ended |
|
|
For the nine months
ended |
|
|
|
December
31, |
|
|
December
31, |
|
|
|
2004 |
|
|
2003 |
|
|
2004 |
|
|
2003 |
|
Revenue |
|
|
- |
|
|
|
26,435 |
|
|
|
- |
|
|
|
26,432 |
|
Cost of Revenue |
|
|
- |
|
|
|
26,450 |
|
|
|
- |
|
|
|
26,450 |
|
Gross loss |
|
|
- |
|
|
|
(18 |
) |
|
|
- |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer agent fees |
|
|
- |
|
|
|
13,960 |
|
|
|
- |
|
|
|
22,321 |
|
Total operating expense |
|
|
- |
|
|
|
13,960 |
|
|
|
- |
|
|
|
22,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations: |
|
|
- |
|
|
|
(13,978 |
) |
|
|
- |
|
|
|
(22,339 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
- |
|
|
|
780 |
|
|
|
- |
|
|
|
1,060 |
|
Interest expense |
|
|
- |
|
|
|
(48 |
) |
|
|
- |
|
|
|
(230 |
) |
Loss on discontinued operations |
|
|
- |
|
|
|
- |
|
|
|
(10,453 |
) |
|
|
- |
|
Total other income (expense) |
|
|
- |
|
|
|
732 |
|
|
|
(10,453 |
) |
|
|
830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
|
- |
|
|
|
(13,246 |
) |
|
|
(10,453 |
) |
|
|
(21,509 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share – basic and diluted |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
Weighted average common shares outstanding – basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
TRINITY
CAPITAL PARTNERS, INC.
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR
THE NINE MONTH PERIODS ENDED DECEMBER 31, 2004 AND DECEMBER 31,
2003
(Unaudited)
|
|
|
Common
Stock:
Shares |
|
|
|
Common
Stock:
Amount |
|
|
|
Additional
Paid-in Capital |
|
|
|
Accumulated
Deficit |
|
|
|
Accumulated
Other Comprehensive Income |
|
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
– March 31, 2004 |
|
|
2,000,000 |
|
|
|
2,000 |
|
|
|
59,341 |
|
|
|
(59,001 |
) |
|
|
- |
|
|
|
2,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock |
|
|
8,112,850 |
|
|
|
8,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,113 |
|
Net
loss from discontinued operations |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(10,453 |
) |
|
|
- |
|
|
|
(10,453 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
– June 30, 2004 |
|
|
10,112,850 |
|
|
$ |
10,113 |
|
|
$ |
59,341 |
|
|
$ |
(69,454 |
) |
|
$ |
- |
|
|
|
- |
|
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
– September 30, 2004 |
|
|
10,112,850 |
|
|
$ |
10,113 |
|
|
$ |
59,341 |
|
|
$ |
(69,454 |
) |
|
$ |
- |
|
|
|
- |
|
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
– December 31, 2004 |
|
|
10,112,850 |
|
|
$ |
10,113 |
|
|
$ |
59,341 |
|
|
$ |
(69,454 |
) |
|
$ |
- |
|
|
|
- |
|
|
|
|
Common
Stock:
Shares |
|
|
|
Common
Stock:
Amount |
|
|
|
Additional
Paid-in Capital |
|
|
|
Accumulated
Deficit |
|
|
|
Accumulated
Other Comprehensive Income |
|
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – March 31, 2003 |
|
|
2,000,000 |
|
|
|
2,000 |
|
|
|
72,800 |
|
|
|
(33,661 |
) |
|
|
- |
|
|
|
41,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,650 |
|
|
|
|
|
|
|
|
|
|
|
1,650 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,375 |
) |
|
|
- |
|
|
|
(5,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – June 30, 2003 |
|
|
2,000,000 |
|
|
$ |
2,000 |
|
|
$ |
72,800 |
|
|
$ |
(39,036 |
) |
|
$ |
- |
|
|
|
37,414 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
1,650 |
|
|
|
(2,887 |
) |
|
|
- |
|
|
|
(1,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – September 30, 2003 |
|
|
2,000,000 |
|
|
$ |
2,000 |
|
|
$ |
76,100 |
|
|
$ |
(41,923 |
) |
|
$ |
- |
|
|
|
36,177 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
(18,100 |
) |
|
|
(13,247 |
) |
|
|
- |
|
|
|
(31,347 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – December 31, 2003 |
|
|
2,000,000 |
|
|
$ |
2,000 |
|
|
$ |
58,000 |
|
|
$ |
(55,170 |
) |
|
$ |
- |
|
|
|
4,830 |
|
The
accompanying notes are an integral part of these financial
statements.
TRINITY
CAPITAL PARTNERS, INC.
STATEMENTS OF CASH
FLOWS
FOR
THE PERIOD
(Unaudited)
|
|
For the Nine
Months Ended December 31, |
|
|
|
2004 |
|
|
2003 |
|
OPERATING
ACTIVITIES: |
|
|
|
|
|
|
Net loss |
|
$ |
(10,453 |
) |
|
$ |
(21,509 |
) |
Adjustments to reconcile net loss to net cash (used in) operating
activities: |
|
|
|
|
|
|
|
|
Contributions of services and rent |
|
|
- |
|
|
|
4,950 |
|
Changes in assets and liabilities |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
- |
|
|
|
(2,490 |
) |
Inventory |
|
|
- |
|
|
|
26,432 |
|
Accounts payable and accrued expenses |
|
|
(215 |
) |
|
|
3,776 |
|
NET CASH USED IN OPERATING ACTIVITIES |
|
|
(10,668 |
) |
|
|
11,159 |
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
8,113 |
|
|
|
- |
|
Return of capital |
|
|
|
|
|
|
(19,750 |
) |
NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
8,113 |
|
|
|
(19,750 |
) |
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH |
|
|
(2,555 |
) |
|
|
(10,843 |
) |
|
|
|
|
|
|
|
|
|
CASH – BEGINNING OF PERIOD |
|
|
2,555 |
|
|
|
16,969 |
|
CASH – END OF PERIOD |
|
$ |
- |
|
|
$ |
6,126 |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the periods for: |
|
|
|
|
|
|
|
|
Interest |
|
|
- |
|
|
|
- |
|
The
accompanying notes are an integral part of these financial
statements.
TRINITY
CAPITAL PARTNERS, INC.
NOTES TO FINANCIAL
STATEMENTS
FOR
THE NINE MONTHS ENDED DECEMBER 31, 2004 AND DECEMBER 31,
2003
(Unaudited)
Note
1 – Organization and basis of accounting
Basis
of Presentation and Organization
Trinity
Capital Partners, Inc. (the “Company”) is a development stage
enterprise that was originally incorporated, on December 12, 2000,
under the laws of the State of Nevada as Karrison Compagnie, Inc.
The Company initially planned to acquire antiques, collectibles,
and home and office furnishings for resale through periodic local
showroom sales and web site sales; however, the Company was unable
to emerge from the development stage using its original business
plan and decided to abandon that plan to pursue a merger with a
operating business. Accordingly, effective April 1, 2004, the
Company signed a merger agreement with American Fidelity, Inc., an
independent residential mortgage lender headquartered in Baton
Rouge, Louisiana. Concurrent with the merger agreement, the Company
changed its name from Karrison Compagnie, Inc. to American Fidelity
Financial Services, Inc.
On
October 16, 2006, the Company changed its name from American
Fidelity Financial Services, Inc. to Trinity Capital Partners, Inc.
and raised its authorized shares from 20,000,000 to
250,000,000.
The
accompanying financial statements are prepared on the basis of
accounting principles generally accepted in the United States of
America (“GAAP”). The Company is a development stage enterprise
devoting substantial efforts to establishing a new business,
financial planning, raising capital, and research into products
which may become part of the Company’s product portfolio. The
Company has not realized significant sales through since inception.
A development stage company is defined as one in which all efforts
are devoted substantially to establishing a new business and, even
if planned principal operations have commenced, revenues are
insignificant.
The
accompanying financial statements have been prepared assuming the
continuation of the Company as a going concern. The Company has not
yet established an ongoing source of revenues sufficient to cover
its operating costs and is dependent on debt and equity financing
to fund its operations. Management of the Company is making efforts
to raise additional funding until a registration statement relating
to an equity funding facility is in effect. While management of the
Company believes that it will be successful in its capital
formation and planned operating activities, there can be no
assurance that the Company will be able to raise additional equity
capital, or be successful in the development and commercialization
of the products it develops or initiates collaboration agreements
thereon. The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
Note
2 – Summary of significant accounting policies
Cash
and Cash Equivalents
For
purposes of reporting within the statements of cash flows, the
Company considers all cash on hand, cash accounts not subject to
withdrawal restrictions or penalties, and all highly liquid debt
instruments purchased with a maturity of three months or less to be
cash and cash equivalents.
Employee
Stock-Based Compensation
The
Company accounts for stock-based compensation in accordance with
ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718
addresses all forms of share-based payment (“SBP”) awards including
shares issued under employee stock purchase plans and stock
incentive shares. Under ASC 718 awards result in a cost that is
measured at fair value on the awards’ grant date, based on the
estimated number of awards that are expected to vest and will
result in a charge to operations.
Estimates
The
financial statements are prepared on the basis of accounting
principles generally accepted in the United States of America. 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 as of March 31, 2005 and 2004, and expenses
for the years ended March 31, 2005 and 2004, and cumulative from
inception. Actual results could differ from those estimates made by
management.
Subsequent
Event
The
Company evaluated subsequent events through the date when financial
statements are issued for disclosure consideration.
Adoption
of Recent Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are
in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that
have been issued that might have a material impact on its financial
position or results of operations.
Note
3- Going Concern
The
accompanying financial statements have been prepared assuming the
continuation of the Company as a going concern. The Company has not
yet established an ongoing source of revenues sufficient to cover
its operating costs and is dependent on debt and equity financing
to fund its operations. Management of the Company is making efforts
to raise additional funding until a registration statement relating
to an equity funding facility is in effect. While management of the
Company believes that it will be successful in its capital
formation and planned operating activities, there can be no
assurance that the Company will be able to raise additional equity
capital or be successful in the development and commercialization
of the products it develops or initiates collaboration agreements
thereon. The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
Note
4 – Discontinued Operations
The
Company has fully impaired all assets since the shutdown of its
operations in 2004 and has recorded the effects of this impairment
as part of its discontinued operations. With the absence of a
substantial amount of the old records and the passage of the
statute of limitations the company has recorded a discontinued
operations expense in 2000 the most current year since operations
shutdown based on the accumulated records obtained to date through
the third quarter 2004.
Note
5 – Common stock
During
the nine months ended December 31, 2004, the Company issued a total
of 8,112,850 shares of common stock at par value $0.001 valued at
par for a total of $8,113.
As of
December 31, 2004, a total of 10,112,850 shares of common stock
with par value $0.001 remain outstanding.
Note
3 – Subsequent Event
On
February 21, 2019, the eight judicial District Court of Nevada
appointed Custodian Ventures, LLC as custodian for Trinity Capital
Partners, Inc., proper notice having been given to the officers and
directors of Trinity Capital Partners, Inc. There was no
opposition.
On
March 04, 2019, the Company filed a certificate of revival with the
state of Nevada, appointing David Lazar as, President, Secretary,
Treasurer and Director.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Business
Development
Trinity
Capital Partners, Inc. (the “Company”) is a development stage
enterprise that was originally incorporated, on December 12, 2000,
under the laws of the State of Nevada as Karrison Compagnie, Inc.
The Company initially planned to acquire antiques, collectibles,
and home and office furnishings for resale through periodic local
showroom sales and web site sales; however, the Company was unable
to emerge from the development stage using its original business
plan and decided to abandon that plan to pursue a merger with a
operating business. Accordingly, effective April 1, 2004, the
Company signed a merger agreement with American Fidelity, Inc., an
independent residential mortgage lender headquartered in Baton
Rouge, Louisiana. Concurrent with the merger agreement, the Company
changed its name from Karrison Compagnie, Inc. to American Fidelity
Financial Services, Inc.
On
October 16, 2006, the Company changed its name from American
Fidelity Financial Services, Inc. to Trinity Capital Partners, Inc.
and raised its authorized shares from 20,000,000 to
250,000,000.
On
February 21, 2019, the eight judicial District Court of Nevada
appointed Custodian Ventures, LLC as custodian for Trinity Capital
Partners, Inc., proper notice having been given to the officers and
directors of Trinity Capital Partners, Inc. There was no
opposition.
On
March 04, 2019, the Company filed a certificate of revival with the
state of Nevada, appointing David Lazar as, President, Secretary,
Treasurer and Director.
Critical
accounting policies and estimates
Our
condensed financial statements are prepared in accordance with
GAAP. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of
assets and liabilities, 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. We continually evaluate our estimates and judgments, our
commitments to strategic alliance partners and the timing of the
achievement of collaboration milestones. We base our estimates and
judgments on historical experience and other factors that we
believe to be reasonable under the circumstances. All estimates,
whether or not deemed critical, affect reported amounts of assets,
liabilities, revenues and expenses, as well as disclosures of
contingent assets and liabilities. These estimates and judgments
are also based on historical experience and other factors that are
believed to be reasonable under the circumstances. Materially
different results can occur as circumstances change and additional
information becomes known, even for estimates and judgments that
are not deemed critical.
Going
Concern
The
accompanying financial statements have been prepared in conformity
with GAAP, which contemplate continuation of the Company as a going
concern. The Company has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs
over an extended period of time. These conditions raise substantial
doubt as to our ability to continue as a going concern.
Results
of Operations
Nine
months ended December 31, 2004 compared to December 31,
2003.
Revenue
For
the nine months ending December 31, 2004, the Company generated $0
in revenues. For the nine months ended December 31, 2003, the
Company generated $26,432 in revenues.
Expenses
For
the nine months ended December 31, 2004, we incurred operating
expenses of $13,960.
Net
Loss
The
company recorded a net operating loss of $13,246 for the nine-month
period ended December 31, 2004. Operating expenses were
$13,960.
Liquidity
To
the extent possible, the Company expects to finance its future
acquisition, development and exploration activities through various
means of corporate and project finance and through the issuance of
additional securities.
There
can be no assurance that sufficient funds will be available to meet
the requirements of the Company’s growth strategy or
operations.
Material
Commitments for Capital Expenditures
The
Company has made no additional material commitments during the
quarter ended December 31, 2004.
Off-Balance
Sheet Arrangements
As of
December 31, 2004 and 2003, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K promulgated under the Securities Act of 1934.
Contractual
Obligations and Commitments
As of
December 31, 2004 and 2003, we did not have any contractual
obligations.
Critical
Accounting Policies
Our
significant accounting policies are described in the notes to our
financial statements for the Nine months ended December 31, 2004
and 2003, and are included elsewhere in this registration
statement.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We
are an emerging growth company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
ITEM 4. CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining a system
of disclosure controls and procedures (as defined in Rule
13a-15(e)) under the Exchange Act) that is designed to ensure that
information required to be disclosed by the Company in the reports
that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time specified in
the Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure.
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out
an evaluation with the participation of the Company’s management,
including the Company’s Chief Executive Officer (“CEO”) and the
Company’s Chief Financial Officer (“CFO”), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under
Rule 13a-15(e) under the Exchange Act) as of December 31, 2004.
Based upon that evaluation, the Company’s CEO concluded that the
Company’s disclosure controls and procedures were not effective as
of December 31, 2004 due to the Company’s limited internal
resources and lack of ability to have multiple levels of
transaction review.
Management
is in the process of determining how best to change our current
system and implement a more effective system to insure that
information required to be disclosed in the reports that we file or
submit under the Exchange Act have been recorded, processed,
summarized and reported accurately. Our management intends to
develop procedures to address the current deficiencies to the
extent possible given limitations in financial and manpower
resources. While management is working on a plan, no assurance can
be made at this point that the implementation of such controls and
procedures will be completed in a timely manner or that they will
be adequate once implemented.
Changes in Internal Control over Financial
Reporting
There
have been no changes in our internal controls over financial
reporting that occurred during the quarter ended December 31, 2004,
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.
PART II
ITEM 1. LEGAL
PROCEEDINGS
There
are no pending legal proceedings to which the Company is a party or
in which any director, officer or affiliate of the Company, any
owner of record or beneficially of more than 5% of any class of
voting securities of the Company, or security holder is a party
adverse to the Company or has a material interest adverse to the
Company. The Company’s property is not the subject of any pending
legal proceedings.
ITEM 1A. RISK
FACTORS
We
are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None
ITEM 3. DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM 4. MINE
SAFETY DISCLOSURES
Not
applicable.
ITEM 5. OTHER
INFORMATION
None.
Item 6.
Exhibits
The
following exhibits are included with this report.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
TRINITY
CAPITAL PARTNERS. INC. |
|
|
|
Dated:
July 31, 2020 |
By: |
David
Lazar |
|
Name: |
David
Lazar |
|
Title: |
President,
Chief Executive Officer, and Director
(Principal
Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates
indicated.
Dated:
July 31, 2020 |
By: |
David
Lazar |
|
Name: |
David
Lazar |
|
Title: |
President,
Chief Executive Officer, and Director
(Principal
Executive Officer,
Principal Financial Officer, and
Principal Accounting Officer)
|
11
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