U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
TS ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29523 73-1564807
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
3795 Georgetown Road, Pottsboro, TX 75076
903-786-9618
____________________________________________________
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
As of April 30, 2005, the Company had 625,015 shares of its $.001 par
value common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 12
Item 3. Controls and Procedures 13
PART II - OTHER INFORMATION 14
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page
----
Balance Sheet March 31, 2005 (Unaudited) 4
Statements of Operations for the Three-Month and Nine-Month Periods
Ended March 31, 2005 and 2004 (Unaudited) 5
Statements of Cash Flows for the Nine-Month Periods
Ended March 31, 2005 and 2004 (Unaudited) 6
Notes to the Financial Statements 7
3
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
Balance Sheets
(Unaudited)
March 31 June 30,
2005 2004
------------------------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 84 $ 84
------------------------------
Total Current Assets 84 84
Total Assets $ 84 $ 84
==============================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 132,165 $ 68,406
------------------------------
Total Current Liabilities 132,165 68,406
Total Liabilities 132,165 68,406
STOCKHOLDERS' DEFICIT
Common stock - $.001 Par Value; 30,000,000 shares
authorized; 600,015 shares issued and outstanding 600 600
Shares to be Issued 2,000 2,000
Additional Paid in Capital 3,763,359 3,763,359
Deficit Accumulated (3,898,040) (3,834,281)
------------------------------
Total Stockholders' Deficit (132,080) (68,322)
------------------------------
Total Liabilities and Stockholders' Deficit $ 84 $ 84
==============================
The accompanying notes are an integral part of these financial statements.
4
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
Statements of Operations
(Unaudited)
3 months ended March 31, 9 Months Ended March 31,
-------------------------- --------------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
(Restated)
REVENUES -- $ 18,458 -- $ 25,775
EXPENSES
Cost of Goods Sold -- 12,430 -- 42,135
General and Administrative Expenses $ 40,678 2,526 $ 68,759 65,028
---------- ---------- ---------- ----------
Total Expenses 40,678 14,956 68,759 107,163
---------- ---------- ---------- ----------
Income (Loss) from Operations (40,678) 3,502 (68,759) (81,388)
OTHER INCOME AND (EXPENSES)
Miscellaneous Income 5,000 -- 5,000 --
Loss on Disposal of Assets and Liabilities -- -- -- (504,190)
Interest Expense -- -- -- (5,595)
Gain (Loss) on Settlement of Debt -- -- -- 120,362
---------- ---------- ---------- ----------
Total Other Income and (Expenses) 5,000 -- 5,000 (389,423)
Net Income (Loss) $ (35,678) $ 3,502 $ (63,759) $(470,811)
========== ========== ========== ==========
Earnings (Loss) Per Common Share, Basic and Diluted $ (0.06) $ 0.01 $ (0.11) $ (0.89)
========== ========== ========== ==========
Weighted Average common Shares Outstanding 600,015 600,015 600,015 530,886
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
5
TS ELECTRONICS, INC.
(FORMERLY, SOFTSTONE, INC.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
9 Months Ending March 31,
2005 2004
---------- ----------
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (63,759) $(470,811)
Adjustments to Reconcile Net Income to
Net Cash Flows used in Operating Activities:
Loss on sale of assets -- 504,190
Issuance of common stock for services -- 8,599
(Gain) Loss on settlement of debt -- (120,362)
Decrease (Increase) of accounts receivable -- (3,508)
Increase (decrease) of accounts payable & accrued expenses 63,759 46,080
---------- ----------
Total Adjustments 63,759 434,999
---------- ----------
Net Cash Flows used in Operating Activities -- (35,812)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets -- 2,500
---------- ----------
Net Cash Flows provided by Investing Activities -- 2,500
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on loans and debts -- (3,804)
Proceeds from borrowing -- 35,411
---------- ----------
Net Cash Flows provided by Financing Activities -- 31,607
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents -- (1,705)
Cash and Cash Equivalents at Beginning of Period 84 1,789
---------- ----------
Cash and Cash Equivalents at End of Period $ 84 $ 84
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
-----------------------------------
Cash Paid for Interest $ -- $ 5,595
The accompanying notes are an integral part of these financial statements.
6
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS
TS Electronics, Inc. (formerly, Softstone, Inc.) (the "Company"), a
Delaware corporation, was incorporated on October 7, 1998. The Company
was formed to manufacture a patented rubber product used in the road
and building construction industries. Its principal activities have
consisted of financial planning, establishing sources of production and
supply, developing markets, and raising capital. Prior to July 2002,
the Company was in the development stage as defined by Statement of
Financial Accounting Standards No. 7 "ACCOUNTING AND REPORTING BY
DEVELOPMENT STAGE ENTERPRISES". Its principal operations began in the
quarter ended September 30, 2002. On August 13, 2003, the Company
changed its name to TS Electronics, Inc.
The accompanying unaudited interim financial statements have been
prepared by the Company in accordance with accounting principles
generally accepted in the United States of America for interim
financial reporting and the instructions to the Quarterly Report on
Form 10-QSB and Item 310 of Regulation S-B. Accordingly, certain
information and footnote disclosures normally included in financial
statements prepared under generally accepted accounting principles have
been condensed or omitted pursuant to such principles and regulations.
The information furnished reflects all adjustments, which are, in the
opinion of management, of a normal recurring nature and necessary for a
fair presentation of the Company's financial position, results of
operations and cash flows for the interim periods presented. The
accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of the Company, and
notes thereto, for the year ended June 30, 2004, as filed with our Form
10K-SB. Results for interim periods are not necessarily an indication
of results to be expected for the year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with an
original maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
Revenue is recognized when merchandise is shipped to a customer.
ACCOUNTS PAYABLE AND RECEIVABLE
The Company has an amount payable to a related party of $6,472.75 as of
March 31, 2005 which represents professional fees and miscellaneous
expenses paid by the related party on behalf of the Company. The
amounts are due on demand, unsecured and interest free.
7
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
EARNINGS PER SHARE
Net loss per share is calculated in accordance with the Statement of
financial accounting standards No. 128 (SFAS No. 128), "Earnings per
share". Basic net loss per share is based upon the weighted average
number of common shares outstanding. Diluted net loss per share is
based on the assumption that all dilutive convertible shares and stock
options were converted or exercised. Dilution is computed by applying
the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time
of issuance, if later), and as if funds obtained thereby were used to
purchase the Company's common stock at the average market price during
the period.
Basic and diluted net earnings (loss) per share for the three month and
nine month periods ended March 31, 2005 and 2004 were determined by
dividing net earnings (loss) for the periods by the weighted average
number of basic and diluted shares of common stock outstanding.
Weighted average number of shares used to compute basic and diluted
earnings (loss) per share is the same since there are no dilutive
securities outstanding.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
3. NOTES PAYABLE
During the quarter ended September 30, 2003, the Company issued 6,879
shares of common stock valued at $40,519 for settlement of amounts
payable to related parties totaling $160,881, resulting in a gain of
$120,362 on settlement of debt.
Also during the quarter ended September 30, 2003, the Company issued
239,273 shares of common stock to a related party for the assumption by
the related party of all remaining notes payable, accounts payable and
accrued expenses, net of an accounts receivable of $1,765. The stock
was valued at $1,409,318. The net debt and assets disposed of totaled
$905,128 resulting in a loss of $504,190. The Company has no notes
payable as of March 31, 2005.
4. GOING CONCERN
The accompanying unaudited interim financial statements have been
prepared in conformity with generally accepted accounting principles
which contemplate continuation of the company as a going concern.
However, the Company has an accumulated deficit of $3,898,040 at March
31, 2005 and a negative working capital of $132,081 at March 31, 2005.
In view of the matters described above, the ability to pay the
8
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
obligations shown in the accompanying balance sheet is dependent upon
continued operations of the company, which in turn is dependent upon
the Company's ability to raise additional capital, obtain financing and
succeed in its future operations. The financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or amounts and classification
of liabilities that might be necessary should the Company be unable to
continue as a going concern.
Management's plan of operations anticipates that the cash requirements
for the next twelve months will be met by obtaining funding from
related parties to pay for professional fees to sustain the Company
until the Company is sold to a new entity. However, there is no
assurance that the Company will be able to implement its plan.
5. REORGANIZATION
On July 31, 2003, the Company entered in to a reorganization agreement
with TS Electronics Corporation (TSEC), a Delaware corporation. Under
the reorganization agreement, TSEC shareholders were to purchase from
the Company, 5,350,000 shares of its common stock in a private
placement under rule 506 of the Regulation D of the Securities Act of
1933, in exchange for the transfer to the Company of all the capital
stock of TSEC. Under the agreement, all of the directors of the Company
were to be replaced by the designee of TSEC to fill this vacancy and
become the director of the Company.
Per the agreement, TSEC and its shareholders were to be indemnified by
the Company against any liabilities arising either from a failure of
the Company or its current president to discharge all liabilities of
the Company. The closing of the agreement was to be effective subject
to compliance of Securities and Exchange filing rules and regulations.
Pursuant to the reorganization agreement, on August 13, 2003, the
Company filed its Certificate of Amendment to Certificate of
Incorporation with the Secretary of State of the State of Delaware
changing its name to "TS Electronics, Inc." and consolidating the
common stock of the corporation. The stock consolidation to 600,000
shares, $0.001 par value, effective August 14, 2003, consolidates each
21.8045 outstanding shares to one share, with fractional shares being
rounded up or down to the nearest whole number.
On January 20, 2004, the Company withdrew the preliminary information
statement and amendments for the reason that the proposed business
combination between the two companies had been abandoned.
6. RESTATEMENT
Subsequent to the issuance of the Company's unaudited interim financial
statements for the three months ended September 30, 2003, the Company
determined that certain transactions and presentations in the financial
statements had not been accounted for properly. The Company reevaluated
the fair value of the 246,152 shares of common stock issued during the
three months ended September 30, 2003 for the settlement of accounts
payable and disposal of all other notes payable, accounts payable and
accrued expenses.
9
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
The Company determined that the 6,879 shares issued for settlement of
accounts payable - related parties should be valued at $40,519 instead
of $25,796 and the 239,273 shares issued for disposal of all other
notes payable and accrued expenses should be valued at $1,409,318
instead of $1,359,071. The Company's unaudited interim financial
statements have been restated to correct errors as follows:
AS PREVIOUSLY AS
Nine months ended March 31, 2004 REPORTED RESTATED
-------------------------------- -------- --------
Statement of Operations:
Loss on disposal of assets and
liabilities $ 454,220 $ 504,190
Gain on settlement of debt $ 135,083 $ 120,362
Net loss $ 406,120 $ 470,811
Basic and diluted net loss per share $ (0.73) $ (0.89)
7. STOCK EXCHANGE AGREEMENT
Effective August 11, 2004 the Company entered into a Stock Exchange
Agreement (the "Agreement") with Mr. Hou Xiao, the sole shareholder of
China ESCO Holdings Limited ("China ESCO"), a company organized in the
Hong Kong Special Administration Region in The People's Republic of
China and its wholly owned operating subsidiary, AsiaNet PE Systems
Limited. China ESCO was incorporated on February 13, 2004, to be the
present holding company of AsiaNet PE Systems Limited that was
organized on April 25, 2000, in the Zhu Hai City Economic Special
District, Guangdong Province in the People's Republic of China (the
"PRC"). China ESCO is engaged in the development and manufacturing of
electrical energy saving systems and products in the PRC.
The agreement provided that the Company would issue approximately
11,201,902 shares of its restricted common stock in exchange for 100%
of the issued and outstanding capital stock of China ESCO which would
represent approximately 94% of the then total issued and outstanding
common stock of the Company after the exchange.
The consummation of the transaction with China ESCO was subject to a
number of conditions, including receipt by the Company of financial
statements of China ESCO as required under applicable regulations, and
satisfaction of all applicable regulatory requirements.
In January, 2005, the Company declared China ESCO to be in material
breach of the Agreement and rescinded the Agreement.
10
TS ELECTRONICS, INC.
(Formerly, Softstone, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Effective February 8, 2005, the Company executed a Letter of Intent
with Osage Energy Company, LLC ("Osage") whereby Osage would acquire
90% of the equity interests of the Company. This transaction was never
consummated by the parties.
8. SUBSEQUENT EVENTS
On April 20, 2005 the Board of Directors approved bonuses to Gene Boyd
and Keith Boyd of $10,000 and $15,000, respectively for recognition of
their services as officers of the Company for the years 2003 and 2004.
Since the bonus amounts were for past services, the amounts have been
recorded as an expense in the period ended March 31, 2005.
On May 2, 2005, the Board of Directors of the Company authorized the
officers to execute a Stock Purchase Agreement between the Company and
Halter Financial Group. Pursuant to the Stock Purchase Agreement, the
Company will sell 1,875,045 restricted shares, representing 75% of the
Company's issued and outstanding common stock at the time of closing
for $200,000. In connection with this agreement the Board of Directors
agreed to pay bonuses to Gene Boyd and Keith Boyd of $37,125 and
$18,562, respectively. The Board also provided that the bonuses were to
be paid only from the proceeds from the sale of stock to Halter
Financial Group. These bonus amounts will be recorded upon closing of
the agreement with Halter Financial Group.
On May 2, 2005 and in conjunction with Stock Purchase Agreement with
Halter Financial Group, the Company entered into a Creditor Agreement
with Tom Kenan, whom the Company owed approximately $87,000 as of March
31, 2005. Pursuant to the Creditor Agreement, Tom Kenan, the Creditor,
agreed to escrow and make available up to $50,000 of the amount due to
him, should the contingency arise, for payment of costs and expenses of
responding to SEC comments to the Company's Form 10KSB to be filed for
the year to end June 30, 2005 or the Company's Form 10QSB for the
interim period ended March 31, 2005.
On April 5, 2005 the Company sold 25,000 shares of its common stock to
Tom Kenan in exchange for $12,500 of interest on unpaid legal fees.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION
WITH THE FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES THERETO AND IS
QUALIFIED IN ITS ENTIRETY BY THE FOREGOING AND BY MORE DETAILED FINANCIAL
INFORMATION APPEARING ELSEWHERE. SEE "ITEM 1. FINANCIAL STATEMENTS."
RESULTS OF OPERATIONS - THIRD QUARTER (Q3) OF FISCAL YEAR 2005 COMPARED
-----------------------------------------------------------------------
TO THIRD QUARTER OF FISCAL YEAR 2004
------------------------------------
TS Electronics had no sales in Q3 2005 as compared with sales of
$18,458 in Q3 2004 (TS Electronics' fiscal year ends on June 30).
Our general, selling and administrative expenses - which have been
devoted to two acquisition projects, which were abandoned, and to negotiating a
letter of intent with Halter Financial Group, Inc. for raising capital - were
$40,678 in Q3 2005 as compared with $2,526 in Q3 2004.
We had a loss of $35,678 in Q3 2005, or $0.06 a share, as compared with
income of $3,502 in Q3 2004, or $0.01 a share.
RESULTS OF OPERATIONS - FIRST NINE MONTHS OF FISCAL YEAR 2005 COMPARED
----------------------------------------------------------------------
TO FIRST NINE MONTHS OF FISCAL YEAR 2004
----------------------------------------
TS Electronics had no sales in the first nine months of FY 2005 (March
31, 2005) compared to sales of $25,775 in the first nine months of FY 2004
(March 31, 2004). We see no near-term prospects for sales and are attempting to
raise funds to pay off all debt and turn over management to new managers.
Our general, selling and administrative expenses - which have been
devoted to raising capital - were $68,759 in the first nine months of FY 2005 as
compared with $65,208 in the first nine months of FY 2004.
We had a net loss of $63,759, or $0.11 a share, in the first nine
months of FY 2005 as compared with a net loss of $470,811, or $0.89 a share, in
the first nine months of FY 2004. The loss in 2004 was due primarily to a loss
of $504,190 on the disposal of asserts, although we did gain $120,362 in the
settlement of debts.
OFF-BALANCE SHEET ARRANGEMENTS
Our company has not entered into any transaction, agreement or other
contractual arrangement with an entity unconsolidated with us under which we
have
o an obligation under a guarantee contract,
12
o a retained or contingent interest in assets transferred to the
unconsolidated entity or similar arrangement that serves as credit,
liquidity or market risk support to such entity for such assets,
o any obligation, including a contingent obligation, under a contract
that would be accounted for as a derivative instrument, or
o any obligation, including a contingent obligation, arising out of a
variable interest in an unconsolidated entity that is held by us and
material to us where such entity provides financing, liquidity, market
risk or credit risk support to, or engages in leasing, hedging or
research and development services with us.
OUTLOOK
THE STATEMENTS MADE IN THIS OUTLOOK ARE BASED ON CURRENT PLANS AND
EXPECTATIONS. THESE STATEMENTS ARE FORWARD LOOKING, AND ACTUAL RESULTS MAY VARY
CONSIDERABLY FROM THOSE THAT ARE PLANNED.
We have signed a non-binding letter of intent with Halter Financial
Group, Inc. of Dallas, Texas which, if carried forward to a definitive material
agreement and a closing, will result in a change of control of our company. The
letter of intent provides for the sale to Halter Financial Group of shares of
our common stock in an amount equal to 75 percent of all shares outstanding
after such issuance in exchange for Halter Financial Group's payment of $200,000
of debt of our company, which is all of our debt at this time.
Halter Financial Group represents that it would be acquiring control of
our company for the purpose of merging into it, in a reverse merger, of another
company, the identity of which is unknown at this time to Halter Financial
Group.
We anticipate that this proposed transaction will be effected in early
May 2005. Shareholder approval is not required.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Company's
management, with the participation of the Company's Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures as of March 31, 2005. Based on this
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not, and none of our property is, a party to any pending legal
proceedings, and no such proceedings are known to be contemplated.
13
No director, officer or affiliate of the company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the company,
or any associate of any such director, officer or security holder is a party
adverse to the company or has a material interest adverse to the Company in
reference to any litigation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 5, 2005 we sold 25,000 shares of our common stock to Thomas J.
Kenan, our securities law attorney, at $0.50 a share in exchange for his waiver
of $12,500 of interest on unpaid legal fees. The transaction was exempt from
registration by the provisions of Regulation D, Rule 506. Mr. Kenan is an
accredited investor and, by reason of his being our securities attorney, is
thoroughly familiar with the affairs of our company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following exhibits are filed, by incorporation by
reference, as part of this Form 10-QSB:
2 Agreement and Plan of Reorganization of July 24, 2002 between
Softstone, Inc. and Kilkenny Acquisition Corp.*
3 Certificate of Incorporation of Softstone Inc.*
3.1 Bylaws of Softstone, Inc.*
10 Lease Agreement of February 1, 2000, between Ardmore
Development Authority, as lessor, and Softstone, Inc., as
lessee.*
10.1 Scrap Tire Disposal Agreement of January 11, 2000, between
Michelin North America, Inc., and Softstone, Inc.*
10.2 Letter of intent of May 1, 2002, of Little Elm Independent
School District regarding the Little Elm Walking Trail.*
10.3 Agreement of March 15, 2002 with Levgum, Inc. concerning
exclusive license to Western Hemisphere for Levgum's
devulcanization technology.**
10.4 Reorganization Agreement of August 2, 2003 between Softstone
Inc., TS Electronics Corporation, and other parties.+
14
10.5 Escrow Agreement of August 1, 2003 between Softstone Inc., TS
Electronics Corporation, and other parties.+
10.6 Form of August 1, 2003 Lockup Agreement between TS Electronics
Corporation, certain shareholders of Softstone Inc. and the
custodian.+
10.7 Stock Exchange Agreement dated August 11, 2004.++
14 Code of Ethics for CEO and Senior Financial Officers.***
16.2 Letter of March 8, 2004 of Kabani & Company, Inc. agreeing
with the statements made in Amendment No. 1 to Form 8-K by TS
Electronics, Inc., concerning TS Electronics' change of
principal independent accountants.+++
31 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99 United States Patent No. 5,714,219.*
* Previously filed with Form 8-K August 8, 2002 Commission File
No. 000-29523; incorporated by reference.
** Previously filed with Form 8-K August 27, 2002 Commission File
No. 000-29523; incorporated by reference.
*** Previously filed with Form 8-K September 11, 2002 Commission
File No. 000-29523; incorporated by reference.
+ Previously filed with Form 10-QSB 09-30-03 Commission File No.
000-29523, incorporated by reference.
15
++ Previously filed with Form 8-K (Exhibit 10.1) 08-17-04
Commission File No. 000-29523, incorporated by reference.
+++ Previously filed with Amendment 1 to Form 8-K 02-04-04
Commission File No. 000-29523, incorporated by reference.
(b) REPORTS ON FORM 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 9, 2005 TS ELECTRONICS, INC.
/S/ KEITH P. BOYD
By_______________________________
Keith P. Boyd, President
16
TS ELECTRONICS, INC.
Commission File Number 0-29523
INDEX TO EXHIBITS TO
FORM 10-QSB 03-31-05
The following exhibits are filed, by incorporation by reference, as part of this
Form 10-QSB:
2 - Agreement and Plan of Reorganization of July 24, 2001 between
Softstone, Inc. and Kilkenny Acquisition Corp.*
3 - Certificate of Incorporation of Softstone Inc.*
3.2 - Bylaws of Softstone, Inc.*
10 - Lease Agreement of February 1, 2000, between Ardmore
Development Authority, as lessor, and Softstone, Inc., as
lessee.*
10.1 - Scrap Tire Disposal Agreement of January 11, 2000, between
Michelin North America, Inc., and Softstone, Inc.*
10.2 - Letter of intent of May 1, 2001, of Little Elm Independent
School District regarding the Little Elm Walking Trail.*
10.3 - Agreement of March 15, 2002 with Levgum, Inc. concerning
exclusive license to Western Hemisphere for Levgum's
devulcanization technology.**
10.4 - Reorganization Agreement of August 2, 2003 between Softstone
Inc., TS Electronics Corporation, and other parties.+
10.5 - Escrow Agreement of August 1, 2003 between Softstone Inc.,
TS Electronics Corporation, and other parties.+
10.6 Form of August 1, 2003 Lockup Agreement between TS Electronics
Corporation, certain shareholders of Softstone Inc. and the
custodian.+
10.7 Stock Exchange Agreement dated August 11, 2004.++
14 Code of Ethics for CEO and Senior Financial Officers.***
16.2 Letter of March 8, 2004 of Kabani & Company, Inc. agreeing
with the statements made in Amendment No. 1 to Form 8-K by TS
Electronics, Inc., concerning TS Electronics' change of
principal independent accountants.+++
1
31 - Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.1 - Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 - Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.1 - Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99 - United States Patent No. 5,714,219.*
* Previously filed with Form 8-K August 8, 2001
Commission File No. 000-29523; incorporated by
reference.
** Previously filed with Form 10-QSB May 20, 2002
Commission File No. 000-29523; incorporated by
reference.
*** Previously filed with Form 8-K September 11, 2002
Commission File No. 000-29523; incorporated by
reference.
+ Previously filed with Form 10-QSB 09-30-03 Commission
File No. 000-29523, incorporated by reference.
++ Previously filed with Form 8-K (Exhibit 10.1)
08-17-04 Commission File No. 000-29523, incorporated
by reference.
+++ Previously filed with Amendment 1 to Form 8-K
02-04-04 Commission File No. 000-29523, incorporated
by reference.
2