TSHO Tradeshow Marketing Co Ltd (CE)

Commission File Number 001-32619

_____________________________________________________

The Tradeshow Marketing Company, Ltd.

(Exact name of registrant as specified in its charter)

Nevada	06-1754875
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

PART I - FINANCIAL INFORMATION

 

ITEM 1.      FINANCIAL STATEMENTS  

 

   The Tradeshow Marketing Company, Ltd.  

Balance Sheets

(unaudited)

						May 31,
		February 28,				2006
		2007				(Audited)
		(Unaudited)				(Restated)
ASSETS
Current Assets
Cash and Cash Equivalents		$	127,788			$	43,538
Accounts Receivable			17,884				-
Prepaid Expenses			17,960
Inventory			56,108				36,436
Total Current Assets			219,740				79,974
Long Term Assets
Equipment - Net			21,719				28,805
Vehicles - Net			11,610				14,305
Network Infrastructure & Software			38,803				43,763
Other Assets			3,486				3,673
Total Long Term Assets			75,618				90,546
Total Assets		$	295,358			$	170,520
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable		$	17,532			$	46,423
Shareholder Loan - Related Party			95,187				28,673
Current Portion - Vehicle Loan			5,739				5,484
Total Current Liabilities			118,458				80,580
Vehicle Loan			7,699				13,069
Total Liabilities			126,157				93,649
Stockholders' Equity
Common Stock, authorized
50,000,000 shares, par value $0.0001,
issued and outstanding on February 28 ,
2007 and May 31, 2006 is 19,149,033
and 17,869,283 respectively			1,917				1,789
Paid in Capital			856,301				510,913
Subscription Receivable			-				-
Accumulated Currency Translation			-				14,141
Accumulated Deficit			(689,017	)			(449,972	)
Total Stockholders' Equity			169,201				76,871
Total Liabilities and Stockholders' Equity		$	295,358			$	170,520

 

The accompanying notes are an integral part of these statements

 

 

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The Tradeshow Marketing Company, Ltd.

 

Statments of Operations

(unaudited)

  

		Nine Months Ended								Three Months Ended
		February 28,								February 28,
		2007				2006				2007				2006
Revenue		$	344,686			$	246,465			$	145,989			$	168,483
Cost of Sales			152,973				130,664				35,694				67,247
Gross Profit			191,713				115,801				110,295				101,236
Expenses
General and Administrative			331,173				323,734				136,078				94,953
Professional Fees			99,585				63,869				70,532				2,827
Officer Compensation			-				-				-				-
Total Expenses			430,758				387,603				206,610				97,780
Net Profit / (Loss)		$	239,045	)		$	271,802	)		$	(96,315	)		$	3,456
Basic and Diluted
(Loss) per Share		$	(0.01	)		$	(0.02	)		$	(0.01	)		$	0.00
Weighted Average
Number of Shares			18,136,177				17,640,886				18,136,177				17,640,886

 

The accompanying notes are an integral part of these statements

 

 

 

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The Tradeshow Marketing Company, Ltd.

Restated Statements of Stockholders' Equity

(unaudited)  

Dec 5, 2003 (Inception) to February 28, 2007  

																		Foreign
		Common Stock								Paid in				Subscriptions				Currency				Accumulated				Total
		Shares				Amount				Capital				Receivable				Translation				Deficit				Equity
Shares Issued to Founders
at $0.0001 per share			51,000,000			$	5,100			$	4,900			$	-			$	-			$	-			$	10,000
Deposits received for
stock subscriptions															89,264												89,264
Currency Translation																			1,115								1,115
Net Loss																							(29,058	)			(29,058	)
Balance, May 31, 2004			51,000,000				5,100				4,900				89,264				1,115				(29,058	)			71,321
Shares Issued for Cash at
$0.15 per share			666,667				67				99,933				(89,264	)											10,736
Shares Issued for Cash at
$0.001 per share			5,300,000				530				4,470																5,000
Founders Shares Cancelled			(41,000,000	)			(4,100	)			4,100																-
Shares Issued for Services
at $0.35 per share			38,592				4				13,503																13,507
Shares Issued for Cash and
subscriptions receivable
at $0.15 per share			746,704				75				111,930				(87,527	)											24,478
Currency Translation																			2,612								2,612
Net (Loss)																							(58,941	)			(58,941	)
Balance, May 31, 2005			16,751,963				1,676				238,836				(87,527	)			3,727				(87,999	)			68,713
Cash Received on
Subscription Receivable															87,527												87,527
Shares Issued for Cash for
$0.15 per share			291,400				29				43,681																43,710
Shares issued for Acqusition
at $1.00 per share			15,000				2				14,998																15,000
Shares Issued for Cash for
$0.25 per share			420,000				42				104,958																105,000
Shares issued for Services
at $0.10 per share			295,000				30				29,470																29,500
Shares Issued for Cash at
$0.25 per share			275,920				28				68,952																68,980
Shares Issued for Cash at
$0.50 per share			20,000				2				9,998																10,000
Shares returned and Cancelled			(200,000	)			(20	)			20																-
Currency Translation																			10,414								10,414
Net (Loss)																							(361,973	)			(361,973	)
Balance, May 31, 2006			17,869,283				1,789				510,913				-				14,141				(449,972	)			76,871
Contributed Capital											14,141								(14,141	)							-
Shares Issued for Cash at
$0.50 per share			20,000				2				9,998																10,000
Shares issued for Services
at $0.10 per share			25,750				3				12,872																12,875
Shares issued for Services
at $0.25 per share			200,000				20				49,980																50,000
Shares issued for Cash
at $0.25 per share			714,000				71				178,429																178,500
Shares issued for Conversion
of Debt at $0.25 per share			320,000				32				79,968																80,000
Net (Loss)																							(239,045	)			(239,045	)
Balance, February 28, 2007			19,149,033			$	1,917			$	856,301			$	-			$	-			$	(689,017	)		$	169,201

The accompanying notes are an integral part of these statements

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The Tradeshow Marketing Company, Ltd.  

Statements of Cash Flows

(unaudited)

 

		Nine Months Ended								Three Months Ended
		February 28,								February 28,
		2007				2006				2007				2006
Operating Activities
Net Profit / (Loss)		$	(239,045	)		$	(271,802	)		$	(96,315	)		$	3,456
Significant Non-Cash Transactions
Stock issued for service			62,875				30				50,000				(20	)
Contributed Capital			14,141				18,096				-				-
Stock Cancelled			-				-				-				-
Subscriptions Receivable			-				-				-				-
Depreciation / Amortization Expense			12,696				3,030				2,774				1,010
Foreign Currency Translation			(14,141	)			(3,177	)							2,974
Changes in Assets and Liabilities
(Increase)/Decrease in Inventory			(19,672	)			(34,708	)			(33,004	)			(22,950	)
(Increase)/Decrease in Accounts Receivable			(17,884	)			(4,846	)			2,133				17,847
(Increase)/Decrease in Other Assets			187				3,759				167				150
(Increase)/Decrease in Prepaid Expense			(17,960	)			-				(17,960	)			-
Increase/(Decrease) in Payables			(28,891	)			8,122				16,763				25,067
Net Cash (Used) by Operating Activities			(247,694	)			(281,496	)			(75,442	)			27,534
Investment Activities
Purchase of Network Infastructure			688				(25,875	)			-				(25,875	)
Equipment Purchase			1,357				(18,390	)			-				(6,869	)
Cash (Used) by Investment Activities			2,045				(44,265	)			-				(32,744	)
Financing Activities
Proceeds from Shareholder Loans			146,514				1,359				8,498				(1,160	)
(Payments) of Shareholder Loans			-				-				-
Proceeds/(Payments) - Equipment Financing			(5,115	)			(2,274	)			(2,098	)			(726	)
Proceeds from sale of Common Stock			188,500				302,716				178,500				58,980
Cash Provided by Financing Activities			329,899				301,801				184,900				57,094
Net Increase / (Decrease) in Cash			84,250				(23,960	)			109,458				51,884
Cash, Beginning of Period			43,538				86,876				18,330				11,032
Cash, End of Period		$	127,788			$	62,916			$	127,788			$	62,916
Significant Non-Cash Transactions:
The company relocated its home office to the U.S. and adjusted
the foreign currency translation to contributed capital.
The conpany issued 320,000 common shares to convert $80,000 in shareholder loans.
Supplemental Information:
Interest Paid		$	2,156			$	5,371			$	2,156			$	2,381
Income Taxes Paid		$	-			$	-			$	-			$	-

 

The accompanying notes are an integral part of these statements

 

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THE TRADESHOW MARKETING COMPANY INC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

(February 28, 2007 and May 31, 2006)

NOTE 1.      GENERAL ORGANIZATION AND BUSINESS

The Tradeshow Marketing Company, Inc. (the Company) was organized in the state of Nevada on December 3, 2003.  The Company was formed to marketing specialty products at tradeshows, infomercials, specialty product shops and kiosks in malls.  The Company through August 31, 2006 has only been selling at tradeshows and in malls.

On August 31, 2005, the Company purchased the inventory and executed a sublease agreement with two small retail stores in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona.

The Company operates on a May 31 fiscal year end.

These statements have been adjusted to reflect the restatement of the Company’s May 31, 2006 and 2005 audited financial statements.

NOTE  2.      SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below.

Adjustments within Financial Statements

These statements have been adjusted to reflect the restatement of the Company’s May 31, 2006 and 2005 audited financial statements.  Please refer to the restated financials for May 21, 1006 and 2005 for details.

The Balance Sheet and Statement of Stockholders’ Equity for the current nine month period ended February 28, 2006 has been adjusted to reflect the increase in Paid in Capital of $14,141 to eliminate the $14,141 accumulated foreign currency translation.

Accounting Basis

The statements were prepared following generally accepted accounting principles of the United States of America consistently applied.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash and deposits in transit.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

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Translation of Currency

The company’s headquarters were in Canada through May 31, 2006 and maintained its financial records in $CDN.  For the sake of reporting the Balance Sheet, amounts were converted to United States dollars using the exchange rate at the end of each period.  Income statement amounts were converted using an average rate for the period resulting in a translation gain or loss for each period shown.

On June 1, 2006 the Company relocated its headquarters to Phoenix, Arizona and established its accounts in U.S. Banks and adopted the U.S. Dollar as its functional currency.  The company has eliminated its accumulated adjustment for foreign currency translation to contributed capital.

Inventory

The company inventories finished products it has purchased for resale.

Revenue Recognition and Accounts Receivable

All the sales for the Company are on a point of sale/cash and carry basis.  The Company does not carry receivables for any sales.  All sales are final.  Revenue is recognized when a sale is made.  No warranties are expressed or offered on any goods except that of the manufacturer, which they support directly.

Advertising Expense

Advertising, promotion and marketing costs are expensed as incurred.  Advertising expense for the period ended February 28, 2007 and May 31, 2006 was $9,588, and $4,327 respectively.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Equipment

Equipment is stated at cost.  Depreciation is computed using the straight-line method over the assets useful lives, which are 5 year to 7 years.  Maintenance and repairs are charged to expense as incurred.

 

 

			28-Feb-06				31-May-06
Equipment		$	27,050			$	32,387
Accumulated Depreciation			(5,331	)			(3,582	)
Equipment – Net		$	21,719			$	28,805
Vehicle		$	23,906			$	24,041
Accumulated Depreciation			(11,610	)			(9,736	)
Vehicle - Net		$	12,091			$	14,305
Network Infrastructure		$	54,100			$	52,028
Accumulated Depreciation			(15,297	)			(8,265	)
Network Infrastructure – Net		$	38,803			$	43,763

The difference in the value of the vehicle is reflective of the change in the foreign currency rate

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Earnings per Share (EPS)

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

The Company has not issued any options or warrants since inception, or other dilutive securities.

The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table:

 

 

		February 28,
		2007				2006
Numerators for Basic and Diluted EPS
Net income/(loss) to common shareholders		$	(239,045	)		$	(271,802	)
Denominators for Basic and Diluted EPS
Weighted average of shares outstanding			18,136,177				17,640,886
Basic and Diluted Earnings/(Loss) Per Share		$	(0.01	)		$	(0.02	)

NOTE 3.                      STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized 50,000,000 common shares with a $0.0001 par value.

Year Ended May 31, 2004

At inception the Company Issued 51,000,000 million shares to the founder for an investment of $5,100.  After year end the founder returned and the Company cancelled 41,000,000 common shares leaving a net of 10,000,00 for the founder.

During the year ended May 31, 2004 cash deposits on private placement stock subscriptions in the amount of $89,264 were received the stock was not issued until July 8, 2004.

Year Ended May 31, 2005

On July 8, 2004, the Company issued 666,667 common shares in a private placement at $0.15 per share for a total of $100,000 cash less $89,264 deposits previously received.

On August 1, 2004, the Company issued 5,300,000 common shares under a previously committed Regulation D 504 offering and raised $5,000.  These funds were used to pay legal fees.

On August 1, 2004, the Company received and cancelled 41,000,000 common shares from its founder.

On April 30, 2005, the Company issued 38,592 common shares for consulting services valued at $13,507 or $0.35 per share.

On May 31, 2005, the Company issued 746,407 common shares at $0.15 per share in a private placement and received $28,578 cash and $83,427 subscriptions Receivable.

 

 

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Year Ended May 31, 2006

On July 15, 2005, the Company issued 291,400 common shares at $0.15 per share in a private placement for cash in the amount of $43,710.

Between August 15 and August 30, 2005 the Company issued 420,000 common shares at $0.25 per share in a private placement for cash in the amount of $105,000.

During the period ended May 31, 2006, the Company issued 310,000 common shares at $0.10 per share for director and consulting services valued at $31,000.

On December 1, 2005 the Company issued 275,920 common shares at $0.25 per share in a private placement for $68,980 cash.

On February 20, 2006 the Company issued 20,000 common shares at $0.50 per share in a private placement for $10,000 cash.

On February 28, 2006 the Company received and cancelled 200,000 common shares that were issued in error.

Period Ended November 30, 2006

On June 1, 1006 the Company recorded $14,141 contributed capital to eliminate the accumulated foreign currency translation balance.

On August 30, 2006 the Company issued 20,000 con shares in a private placement for $10,000.

On October 15, 2006 the Company issued 25,750 common shares for services at $12,875.

On December 30, 2006 the Company issued 200,000 common shares at $0.25 per share for services valued at $50,000.

On January 15, 2007 the Company issued 714,000 co mmon shares at $0.25 per share for $178,500 cash and 320,000 common shares at $0.25 for the conversion of $80,000 shareholders loan.

 

 

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NOTE 4.                      NOTES PAYABLE – RELATED PARTY TRANSACTION

Following are the notes payable as of February 28, 2007 and May 31, 2006.  The Current portion of vehicle loan is estimated using the $CDN payment times the 2006 average exchange rate to $US:

Installment note on vehicle,		28-Feb-07				31-May-06
$537 ($CDN) payment for 60 months,
Annual interest rate at 7.39%		$	13,438			$	18,553
Less: Current Portion			(5,739	)			(5,484	)
Long-Term Portion			7,699				14,253
Demand note, non-interest,
Related Party			95,187				28,673
Notes Payable		$	102,886			$	41,742

A shareholder has provided operational financing to the company on an unsecured, non-interest bearing, demand note.

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NOTE 5.                      PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  The total deferred tax asset is $151,584 as of May 31, 2006, which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $689,017.  The total valuation allowance is a comparable $151,584.

The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable as shown in the chart below.

 

		May 31,
		2006				2005
Net changes in Deferred Tax Benefit		$	79,634			$	12,967
Valuation account			(79,634	)			(12,967	)
Current Taxes Payable			0				0
Net Provision for Income Taxes		$	0			$	0

Below is a chart showing the estimated federal net operating losses and the years in which they will expire.

 

Year		Amount			Expiration
2004		$	29,058		2024
2005			58,941		2025
2006			361,973		2026
2007			239,045		2027
Total		$	689,017

        

NOTE 6.                      OPERATING LEASES AND OTHER COMMITMENTS:

The Company has two operating subleases for retail outlets located in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona with aggregate monthly payment of $8,045 or $96,450 per year.  These leases expire in March 2007.  The numbers shown below assume that the company will be able to renew its lease or sublease and continue to operate these facilities at the current rate:

 

		Year 1				Year 2				Year 3				Year 4				Year 5
Retail Outlets		$	96,450			$	96,450			$	96,450			$	96,450			$	96,450

NOTE 7.                       GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the company will continue as a going concern.  The Company has accumulated a total loss of $592,702 since inception.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.

 

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Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan of developing specialty retail products, purchasing retail stores in malls and developing product infomercials.

 

NOTE  8.                       THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

 

Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.

Statement No. 150                                             Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

Statement No. 151                                             Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing , to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously stated that “…under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal as to require treatment as current period charges….”  This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.”  In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.

Statement No. 152                                             Accounting for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and 67)

This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate , to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions .

This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects , states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions.  The accounting for those operations and costs is subject to the guidance in SOP 04-2.

Statement No. 153                                             Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions , is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, includes certain exceptions to the principle.  This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assts and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance.  A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.

Statement No. 154                                             Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3)

This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

 

The adoption of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.

 

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ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

Nature of Business

 

The Tradeshow Marketing Company was incorporated on December 03, 2003. Over the past twenty years, Tradeshow’s management team and demonstration professionals have worked in the direct sales industry marketing a variety of products directly to consumers at trade shows, malls (kiosks), fairs and exhibitions throughout Canada and the United States. The Company’s product categories include specialty household, beauty and fitness, home and garden and electronics products. The products we retail are considered small ticket items, are innovative and are highly desired by the target audience. Price points for our products typically start in the $50 range and our target demographic is in the $50,000 - $100,000 annual income range.

 

Products from various suppliers that we have sold in the past included:

a) Ontel Products: “As Seen On TV” products that include the Swivel Sweeper, Glass Wizard and AB Master;

b) American Direct (TriStar): product supplied includes the Lateral Thigh Trainer and Jack Lalanne’s Power Juicer;

c) Cava Industries: supplies the Cold Heat Soldering Tool and Smart Spin containers;

d) ITW Space Bags: supplies Space Bags for storage;

e) Orange Glow International: suppliers of cleaning products OxiClean, Orange Glo, and Kaboom, among others;

f) Overbreak: supplies toys that include Hover Disc, Hover Copter and Rainbow Art.

Sales volumes for products fluctuate increasing significantly during the holiday season. Typically, the Company experiences the highest sales volume for products that are demonstrated via infomercials, during those periods when the infomercials are advertised on television. No one particular product represents a material portion of our revenues for the entire fiscal year. Rather, annual gross sales are derived from numerous products, with eight to ten feature products, on average, being the biggest sellers.

 

For the period ended February 28, 2007 the bulk of our sales revenue has come from our retail stores and Internet sales. Both sales channels are experiencing moderate growth. Store sales continue to lead Internet sales.

 

Measures Tradeshow has taken to build infrastructure

To date, Tradeshow has sold product at a number of venues that includes trade shows, malls (kiosks) fairs, exhibitions in the following cities: Canada: Vancouver, Abbotsford, Victoria, Nanaimo (includes mall kiosks), Calgary, Edmonton, Regina, Saskatoon, Winnipeg, Toronto (every second year); United States: Puyallup, WA, Tacoma, WA, Pomona, CA, Phoenix, AZ.

On August 31, 2005, Tradeshow acquired the assets and sub-leases of two retail stores in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona. Following the acquisition, the Company changed the name of the two stores to “Sandstrom OnTV”. The Company’s Sandstrom OnTV stores feature a unique and diverse mix of innovative consumer products, which includes the same merchandise that the Company demonstrates and sells at tradeshow venues.

On December 23, 2005 the company announced the launch of its first eCommerce website for ON TV products. The site, located at www.ontvco.com, offers direct access to classic and the most popular ON TV Items. The site is managed by the companies Chief Technical Officer and orders are fulfilled thru the Paradise Valley retail store in Phoenix Arizona.

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Acquisition of productive assets

The acquisition of the two retail stores was an acquisition of productive assets, as the Company purchased the assets of, and assumed the sub-leases for, both retail businesses. The Company also received the rights to use the “As Seen On TV” trade name for the stores, but has decided to use the name Sandstrom OnTV” instead. The Company acquired $35,000 dollars of stock and equipment in the acquisition. The assets acquired included an inventory of “as seen on TV” like products valued at the time of the transaction at $25,000 (based on the products wholesale prices; the retail value is approximately double that figure), and store fixtures, such as shelving, displays casing video surveillance equipment, computers, a cash register and a credit card machine, the value of which was deemed to be $10,000.

Currently, each store is fully operational and is open for business during regular mall hours. Both stores are staffed. There are four full-time employees (as at February 28, 2007). The approximate square footage of each store is 530 sq feet.

In December 2006, the Company hired Timothy J.McCarthy as Vice President of Franchise Development. .

The Company has two operating subleases for retail outlets located in the Arrowhead and Paradise Valley Malls, Arizona with aggregate monthly payment of $8,045 or $96,450 per year. The leases on Paradise Valley store and the Arrowhead store expire on December 2008. The numbers shown below assume that the Company will be able to renew its lease or sublease and continue to operate these facilities at the current rate:

 

		Year 1				Year 2				Year 3				Year 4				Year 5
Retail Outlets		$	96,450			$	96,450			$	96,450			$	96,450			$	96,450

Result of Operations
Third Quarter of 2007 Compared to Third Quarter of 2006
The following overview provides a summary of key information concerning our financial results for
third quarter of our fiscal year ending May 31st,2007:

 

		Three Months Ended
		February 28,								Increase
		2007				2006				(Decrease)
Revenue			145,989				168,483				(22,494	)
Cost of Sales			35,694				67,247				(31,553	)
Gross Profit			110,295				101,236				9,059
Expenses
General and Administrative			136,078				94,953				41,125
Professional Fees			70,532				2,827				67,705
Officer Compensation			-				-
Total Expenses			206,610				97,780				108,830
Net Profit / (Loss)			(96,315	)			3,456				(99,771	)

 

 

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Revenue

 

For the three months ended February 28, 2007 , revenues decreased by 22,494 compared to the three months ended February 28, 2006. The decrease was due to the fact that there were no sales in the Canadian market during the current fiscal year. During this period, management decided to focus its entire effort in the USA.

Cost of Sales & Gross Profit

For the three months ended February 28, 2007 ,cost of sales decreased by 31,553 compared to the three months ended February 28, 2006.The decrease reflects the lack of activity in the Canadian market and consequent reduction in Canadian purchases for resale as well as freight and courier charges to Canada.

For the three months ended February 28, 2007 gross profit increased by $9,059 compared to the three months ended February 28, 2006. This reflects the benefit of consolidating our  efforts exclusively on the US market during  this period of time.

Expenses

     

There was an increase o f $ 41,125 in general and administrative expenses for the third quarter of 2007  compared to the third quarter of 2006. ,Additional staff was hired for the Arizona stores ,and also employees were given incentives in the form of sales bonuses  resulting in increased wages and employee benefits  There was an increase of $67,705 for additional consulting fees connected  with legal accounting and franchise development fees.  

 

Net Loss  

 

Our net loss for the third quarter of 2007 was $96,315 compared to a gain of 3,456 for the third quarter  of 2006 . The loss is reflective of the increase in professional and consulting fees as well employee wages  and benefits , which were deemed necessary by management in order to focus our sales and marketing efforts.        

 

Results of Operations

First Nine Months ended February 28, 2007 compared to First Nine Months  ended February 28, 2006   

 

The following overview provides a summary of key information concerning our financial results for the first nine months of our fiscal year ending May 31st ,2007: 

 

		Nine Months Ended February 28,								Increase
		2007				2006				(Decrease)
Revenue			344,686				246,465				98,221
Cost of Sales			152,973				130,664				22,309
Gross Profit			191,713				115,801				75,912
Expenses
General and Administrative			331,173				323,734				7,439
Professional Fees			99,585				63,869				35,716
Officer Compensation			-				-
Total Expenses			430,758				387,603				43,155
Net Profit / (Loss)			(239,045	)			(271,802	)			32,757

 

 

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Revenue

The company generated revenues of $ 344,686 from operations during the first nine months of the fiscal year ended May 31, 2007 compared to $ 246,465 for the same period in the previous fiscal year.

Cost of Sales & Gross Profit

For the nine months ended February 28, 2007 ,cost of sales increased by $22,309 compared to the nine months ended February 28, 2006.The increase reflects the additional purchase of stock and freight charges required to support the additional sales.

For the nine months ended February 28, 2007 gross profit increased by $75,912 compared to the nine months ended February 28, 2006. This reflects the benefit of our increase sales efforts.

Expenses

There was an increase of $7,439 in general and administrative expenses for the first nine months of May 31, 2007 2006 compared to the first nine months of May 31, 2006. This increase was comprised of advertising expenses in connection with promoting the web site to drive internet sale of products. There was an increase in professional fees of 35,716 connected with additional legal, accounting and franchise development fees.

 

Net Loss

Our net loss for the first nine months of the fiscal year ended May 31, 2007 was $(239,045) compared to a net loss of $(271,802) for the first nine months of the fiscal year ended May 31, 2006.

Dividends  

There are no restrictions in the Company’s articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit the Company from declaring dividends where, after giving effect to the distribution of the dividend:  

	1.	The Company would not be able to pay its debts as they become due in the usual course of business; or
	2.	The Company total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

The Company has not declared any dividends and does not plan to declare any dividends in the foreseeable future.  

 

Need for Additional Capital   

We cannot guarantee that we will be successful in our business operations. The Company’s business is subject to risks inherent in the establishment of a new business enterprise. See Risk Factors below.

 

The Company has no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, the Company may not be unable to continue, develop or expand operations. Equity financing could result in additional dilution to existing shareholders.

 

 

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Liquidity and Financial Condition  

The Company had cash on hand of $127,788 as of February 28, 2007.  The Company has not attained profitable operations and is dependent upon obtaining additional financing. For these reasons our auditors have stated in their report that they have substantial doubt that we will be able to continue as a going concern.  

The financial statements accompanying this quarterly report contemplate the Company’s continuation as a going concern. However, the Company has sustained substantial losses and is still in the development stage. Additional funding will be necessary to continue development and marketing of our products. The Company intends to arrange for the sale of additional shares of our common stock to obtain additional operating capital for at least the next twelve months.

 

Off- Balance Sheet Arrangements  

 

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements are based on accounting principles generally accepted in the United States of America, many of which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operation.

Revenue recognition . We recognize revenue at the point of sale at our retail stores, at our tradeshows and over the Internet. We do not carry any accounts receivable and all sales are final. No warranties are expressed or offered on any goods except that of the manufacturer, which they support directly.

Merchandise inventories . We record inventory at lower of cost (first-in, first-out method) or market value. We reduce the carrying value of our inventory for estimated obsolescence or unmarketable inventory by an amount equal to the excess of the cost of inventory over the estimated market value based upon

assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional reserves may be required.  

Income taxes . The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Stock Based Compensation: The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, Accounting for Stock-Based Compensation . In this statement stock based compensation is divided into two general categories, based upon who the stock receiver is, namely: employees/directors and non-employees/directors. The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory. The employee/directors non-compensatory securities are recorded at the sales price when the stock is sold. The compensatory stock is calculated and recorded at the securities’ fair value at the time the stock is given. SFAS 123 also provides that stock compensation paid to non-employees be recorded with a value which is based upon the fair value of the services rendered or the value of the stock given, whichever is more reliable. The Company has selected to utilize the fair value of the stock issued as the measure of the value of services obtained.

 

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Risk Factors  

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Quarterly Report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

Our accountants believe there is substantial doubt about our ability to continue as a going concern.  

The Company incurred a loss in the amount of $689,017 for the period from inception February 28, 2007.Net loss from operations for the nine months ended February 28, 2007 was $239,045.

 

The decrease in operating loss of $32,757 between the nine months ended February 28, 2006 and February 28, 2007 was due to our increased revenue from internet and store sales; however, general and administrative expenses and professional fees increased by $7,439 and $35,716 respectively. The additional costs incurred were from development of our online business as well as our recent costs to develop our franchise model. . 

 

The Company will require additional financing if the costs of our operations are greater than anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. The Company’s future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our business. Obtaining additional financing would be subject to a number of factors. These factors may make the timing, amount, terms or conditions of additional financing unavailable to the Company.

Since this is a new business, we face a high risk of business failure due to our inability to predict the success of our business

The Company faces a high risk of business failure because of the unique difficulties and uncertainties inherent in new ventures.  

Potential investors should be aware of the difficulties normally encountered by commencing a new business venture and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the business the Company plans to undertake.

 

Our stock is a “penny stock”, with the result that trading of our common stock in any secondary market may be impeded.  

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as it is subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

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FORWARD LOOKING STATEMENTS

All statements contained in this Form 10-SB, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe," "anticipate," "expect" and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially.

Such risks include, among others, the following: international, national and local general economic and market conditions: our ability to sustain, manage or forecast our growth; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Consequently, all of the forward-looking statements made in this Form 10-SB are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

As used in this Form 10-SB, unless the context requires otherwise, “Tradeshow” or “Tradeshow Marketing” or "we" or "us" or the "Company" means The Tradeshow Marketing Company, Ltd.

 

Employees  

 

The Company has 4 employees as of the date of this Quarterly Report other than our Directors. The Company conducts its business largely through agreements with consultants and arms-length third parties.

 

Research and Development Expenditures  

 

The Company has not incurred any research or development expenditures since its incorporation.

 

Patents and Trademarks  

 

The Company does not own, either legally or beneficially, any patent or trademark.

 

Seasonality  

 

The Companies sales are quite seasonal, increasing with the shopping trends associated with the retail industry of sales peaking during the holiday season. In the past year, a substantial portion of our total revenues and all or most of our earnings came in the first quarter ending February 28. The results of operations for this quarterly period are not necessarily indicative of the results for the full fiscal year.

 

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ITEM  3. CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of February 28, 2007 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter, ended February 28, 2007,that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II - OTHER INFORMATION

 

ITEM 1.      LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings and to Management’s knowledge, no such proceedings are threatened or contemplated.

ITEM 2.      RECENT SALES OF UNREGISTERED SECURITIES

On February 28, 2007, the Company had approximately 19,149,033 shares outstanding. To date, our principal capital resources have been acquired through a combination of short-term debt and the issuance of capital stock. During the period covered by this report the Company issued 200,000 shares at .25 per share for services of $50,00, 714,000 shares at 0.25 per share for cash of $178,500 and 320,000 shares at 0.25 per share for the conversion of a debt.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

N/A

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  

 

No matters were submitted to the Company’s security holders for a vote during the period ended February 28, 2007.

ITEM 5.      OTHER INFORMATION

N/A

 

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

 

31.1		Certification of Quarterly report on form 10Q SB, Chief Executive Officer
31.2		Certification of Quarterly report on form 10Q SB, Chief Financial Officer
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Executive Officer
32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer

 

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SIGNATURES

 

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	THE TRADESHOW MARKETING COMPANY,   LTD.
Date: October  29, 2007	By:	/s/  Bruce Kirk
		Bruce Kirk President and CEO

 

       

Date: October  29, 2007	By:	/s/  Peggie-Ann Kirk
		Peggie-Ann Kirk Chief Financial Officer

 

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