n UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number 000-50101
Trilliant, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 91-2135425
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5046 E. Boulevard, NW, Canton, OH 44718
(Address of principal executive officer)
(330) 966-8120
(Issuer's telephone number)
E and S Holdings, Inc.
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 60,400,000
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRILLIANT, INC.
(A Development Stage Company)
BALANCE SHEETS
FEBRUARY 28, 2007 AND MAY 31, 2006
February 28, 2007 May 31, 2006
----------------- ------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash in bank $ 1,111 $ 54
Accounts receivable 348 178
Inventory 20,923 21,436
--------- ---------
Total Current Assets 22,382 21,668
---------
OTHER ASSETS
Patent - net of amortization of $4,700 at
February 28, 2007 and $3,958 at May 31, 2006 7,999 8,740
--------- ---------
Total Assets $ 30,381 $ 30,408
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 52,665 $ 41,284
Accounts payable - stockholder 26,853 20,603
Notes payable - stockholders 28,150 12,250
Accrued wages - officer and stockholder 0 0
Accrued royalties 9 2
Accrued interest - stockholder 2,017 665
Accrued warranty 129 128
--------- ---------
Total Liabilities 109,823 74,932
--------- ---------
STOCKHOLDERS' EQUITY
Common stock - 100,000,000 shares authorized,
60,400,000 outstanding as of February 28, 2007 and
15,100,000 outstanding at May 31, 2006 at .001 par value 60,400 15,100
Additional paid-in capital 192,699 237,999
Deficit accumulated during the development stage (332,541) (297,623)
--------- ---------
Total Stockholders' Equity (79,442) (44,524)
--------- ---------
Total Liabilities and Stockholders' Equity $ 30,381 $ 30,408
========= =========
Note: The balance sheet at May 31, 2006 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.
See accompanying notes to financial statements.
2
TRILLIANT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2007
AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO FEBRUARY 28, 2007
Three Months Nine Months June 20, 2001
Ended Ended (Inception) to
February 28, February 28, February 28,
2007 2007 2007
--------- --------- ---------
(Unaudited) (Unaudited) (Unaudited)
SALES - NET $ 328 $ 627 $ 13,164
COST OF SALES
Purchases 268 463 6,491
--------- --------- ---------
GROSS PROFIT 60 164 6,673
OPERATING EXPENSES
Wage expense 0 0 118,600
Advertising 145 266 18,022
Legal and Accounting 7,216 21,763 124,441
Product development 0 0 814
Bank Charges 101 380 1,208
Rent - Stockholder 0 0 11,000
License and permits 0 0 1,943
Amortization 247 742 4,702
Franchise tax 50 50 269
Commission 0 0 75
Royalty expense 9 25 646
Office and administrative expense 0 0 18,657
Travel 90 725 5,424
Freight and delivery 0 0 779
Transfer agent expense 3,446 5,513 9,834
Postage 32 36 1,093
Payroll taxes 10 20 906
Insurance 0 0 1,587
Supplies 0 0 2,589
Telephone 490 490 2,596
Trade shows 0 2,488 6,378
UCC code and filing expense 540 970 1,740
Dues, subscriptions and membership fees 175 175 1,071
Warranty expense 7 13 252
--------- --------- ---------
12,558 33,656 334,626
--------- --------- ---------
NET INCOME (LOSS) FROM OPERATIONS (12,498) (33,492) (327,953)
OTHER INCOME (EXPENSE)
Miscellaneous income 21 21 50
Bad debts 0 0 (71)
Miscellaneous expense 0 0 (203)
Interest expense (454) (1,447) (4,364)
--------- --------- ---------
(433) (1,426) (4,588)
INCOME (LOSS) BEFORE INCOME TAXES (12,931) (34,918) (332,541)
PROVISION FOR INCOME TAXES 0 0 0
--------- --------- ---------
NET INCOME (LOSS) $ 12,931) $ (34,918) $(332,541)
========= ========= =========
NET INCOME (LOSS) PER COMMON SHARE - BASIC $ (.00) $ (.00) $ (.01)
========= ========= =========
See accompanying notes to financial statements.
3
TRILLIANT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2006
Three Months Nine Months
Ended Ended
February 28, 2006 February 28, 2006
----------------- -----------------
(Unaudited) (Unaudited)
SALES - NET $ 933 $ 2,764
COST OF SALE
Purchases 477 1,542
-------- --------
GROSS PROFIT 456 1,222
OPERATING EXPENSES
Advertising 362 385
Wage expense 2,000 2,000
Payroll Taxes 10 20
Transfer Agent Expense 1,080 3,221
Legal & Accounting 4,962 20,269
Bank charges 100 340
UCC code and filing expense 480 760
Postage 80 80
Commissions 0 16
Amortization 247 742
Franchise tax 50 50
Telephone, fax, and internet 120 347
Travel 224 1,252
Royalty Expense 25 104
Office and administrative expense 1,500 2,020
Dues, subscriptions & membership fees 75 196
Trade Show Expense 0 176
Warranty Expense 19 55
-------- --------
11,334 32,033
NET LOSS FROM OPERATIONS (10,878) (30,811)
OTHER INCOME (EXPENSE)
Interest Expense (194) (387)
-------- --------
NET LOSS BEFORE INCOME TAXES (11,072) (31,198)
PROVISION FOR INCOME TAXES 0 0
-------- --------
NET LOSS $(11,072) $(31,198)
======== ========
NET LOSS PER COMMON SHARE - BASIC $ (.00) $ (.00)
======== ========
See accompanying notes to financial statements.
4
TRILLIANT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2007 AND 2006
AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO FEBRUARY 28, 2007
Nine Months Nine Months June 20, 2001
Ended Ended (Inception) to
February 28, February 28, February 28,
2007 2006 2007
--------- --------- ---------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (34,918) $ (31,198) $(332,541)
Adjustments to reconcile net income to net
Cash provided by operating activities:
Amortization 742 742 4,700
Wages capitalized 0 2,000 2,000
Interest capitalized 0 0 1,296
Decrease (Increase) in accounts receivable (170) 1,537 (348)
Decrease (Increase) in inventory 512 1,653 (20,923)
(Decrease) Increase in accounts payable 11,381 14,511 52,665
(Decrease) Increase in accounts payable-stockholder 6,250 1,983 26,853
(Decrease) Increase in accrued wages-officer and stockholder 0 0 0
(Decrease) Increase in accrued payroll taxes 0 0 0
(Decrease) Increase in accrued other taxes 0 0 0
(Decrease) in accrued director's fees 0 0 0
(Decrease) Increase in accrued royalties 7 (97) 9
(Decrease) Increase in accrued interest 1,352 387 2,017
(Decrease) Increase in accrued rent 0 0 0
(Decrease) Increase in accrued warranty 1 2 129
--------- --------- ---------
Net Cash From (Used By) Operating Activities (14,843) (8,480) (264,143)
--------- --------- ---------
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of patent 0 0 (12,699)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from (repayments to) stockholders 15,900 9,000 28,150
Proceeds from issuance of common stock,
Net of issuance costs of $2,500 0 0 249,803
--------- --------- ---------
Net Cash Provided By Financing Activities 15,900 9,000 277,953
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH 1,057 520 1,111
CASH AT BEGINNING OF PERIOD 54 136 0
--------- --------- ---------
CASH AT END OF PERIOD $ 1,111 $ 656 $ 1,111
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Interest paid $ 0 $ 0 $ 680
========= ========= =========
Taxes paid $ 0 $ 0 $ 0
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
On September 27, 2001, 700,000 shares of stock were issued at a value of
$1,899 in return for contribution of the patent option. The patent was
subsequently purchased for $10,800 in March 2002.
In March of 2003, interest accrued on stockholder loans payable in the
amount of $1,296 was added to the outstanding loan balance when the stockholder
notes due March, 2003 were renewed.
In November of 2004, certain officers, directors, and shareholders of the
company forgave accrued wages, director's fees, and rents totaling $96,700.
These transactions are reflected as increases to paid-in capital.
In Feb. of 2006, a shareholder of the company forgave accrued wages of
$17,000. This transaction is reflected as an increase to paid-in capital. In
addition, the shareholder acquired 100,000 shares of stock in exchange for
accrued wages of $8,000. Wage expense in the amount of $2,000 was also
recognized on the difference between the exchange price of the stock and the
price at fair value.
See accompanying notes to financial statements.
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TRILLIANT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2007
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form
10-QSB and item 310(b) of Regulation S-B. Accordingly, they do not include all
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
further information, refer to the financial statements and footnotes thereto
included in the E and S Holdings, Inc. Form 10-KSB filing for the year ended May
31, 2006
NOTE B - DEVELOPMENT STAGE COMPANY
E and S Holdings, Inc. (a Nevada corporation) has been in the development
stage since its formation on June 20, 2001. It is primarily engaged in the
development and marketing of new products on which it holds the patent.
Realization of a major portion of its assets is dependent upon the Company's
ability to successfully develop and market the patent, meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
NOTE C - FORGIVENESS OF DEBT
During the three months ended February 28, 2006, an officer - shareholder
of the company forgave accrued wages of $17,000. This amount is reflected as an
increase to additional paid-in capital.
NOTE D - STOCK SPLIT
On January 26, 2007, the Company's Board of Directors approved a 4 for 1
stock split.
* * * * * * * *
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Trilliant, Inc. (Trilliant) formerly known as E & S Holdings, Inc. is a
developmental stage company that has received revenues of approximately $328
during the three-month period ending February 28, 2007. Trilliant has received
no significant revenues since its inception.
As of February 28, 2007, Trilliant has cash assets of $1,111 and accounts
receivable of $348. The inventory of the Company is $ 20,923. After experiencing
initial favorable response to the Company's sole product, the Portable Pipe
Vise, Trilliant has experienced a continuing decrease in the public interest for
its product. Due to the lack of market response to the product, the management
of Trilliant has decided that it is necessary to review the focus of the
business's operation at this time. Management does not believe that additional
funding of the Portable Pipe Vise will in itself create sufficient interest in
the product to justify raising additional capital. Instead, management is now
focusing its efforts toward developing additional business directions for the
Company to pursue or acquiring additional products to market or either through
the purchase of a product or through acquisition of assets sufficient an
additional business direction. In this vein management on February 1st, 2007
entered into an agreement to purchase a mineral property located in the Fort a
la Corne area of Saskatchewan, Canada. The acquisition did not satisfy the
Company's due diligence and the transaction did not proceed. However management
currently believes there are opportunities for the Company in the resource
sector and will continue to pursue opportunities in this area.
The Company has also received revised quotations for producing the Portable
Pipe Vise, which would significantly reduce the cost of manufacture. However the
Company has not yet decided whether it will order additional units of the
Portable Pipe Vise from this manufacturer.
The shares of Trilliant are currently listed on the OTC Bulletin Board,
under the symbol TRLL.
Over the past three months, Trilliant has sustained operating losses in the
amount of $12,498. Of this amount, $7,216 involves costs for legal and
accounting fees occurred during the last quarter. As of February 28, 2007,
Trilliant has total liabilities of $109,823. These liabilities include
approximately $57,020 of liabilities owed to shareholders for advances and loans
made to the company.
There are no off balance sheet arrangements involving Trilliant at this
time.
ITEM 3 - CONTROLS AND PROCEDURES
The management of Trilliant recognize its responsibility for establishing
and maintaining adequate internal controls over financial reporting for
Trilliant. Due to the small size of Trilliant, the Company's Chief Executive
Officer and Chief Operating Officer is aware of all matters pertaining to the
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operations of Trilliant, Inc and has reviewed all aspects of the financial
information included in the Company's financial reporting. At the present time,
management is of the opinion that the Company's internal controls over financial
reporting for the past fiscal year are adequate. However, management has
identified a material weakness in its procedures in that the small size of
management causes a lack of segregation of duties and limits management's
ability to recognize potential inadequacies of the internal controls over the
financial reporting.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
To the best of its knowledge, management of Trilliant is not aware of any
legal proceedings in which Trilliant is currently involved.
ITEM 2 - CHANGES IN SECURITY
Effective January 26, 2007, the Company forward split its issued and
outstanding common stock 4 for 1.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
There are no defaults upon any senior securities.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 14, 2006 an Action of Shareholders occurred without meeting,
pursuant to Nevada State statutes. The Shareholder's action, which was ratified
by 66.22% of holders of outstanding shares of the company, voted to change the
name of the company to Trilliant Resources, Inc. The corporate name was
subsequently revised by shareholder action without meeting on December 20, 2006
to change the name of the corporation to Trilliant, Inc. The second referenced
action was also ratified by 66.22% of holders of outstanding shares of common
stock of the company.
The December 14, 2006 the Action of Shareholders without meeting also
elected a new Director to the Board of Directors. The Shareholders also elected
a third member of the Board of Directors, thereby increasing the number on the
Board of Directors from 2 to 3. In addition, the Shareholders ratified a
previous action taken by the Board of Directors to declare a forward stock split
of the company's common stock at a ratio of 4 shares for every 1 share held. The
stock split became effective on January 26th, 2007. Shareholders were requested
to return their share certificates for E and S Holdings, Inc. to the transfer
agent and receive back a new certificate in Trilliant, Inc. The return shares of
Trilliant, Inc. shall be 4 shares for every 1 share previously held by the
Shareholder.
8
ITEM 5 - OTHER INFORMATION
There are no items of information required to be disclosed pursuant to this
item at this time.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. The following are filed as Exhibits to this quarter of the report. The
numbers refer to the exhibit table of Item 601 of regulation S-K: Reference is
hereby made to the exhibits contained in the registration statement (Form SB-2)
filed by E & S Holdings, Inc.
Exhibit 31 - Rule 13a-14(a)/15d-14(a) - Certification
Exhibit 32 - Section 1350 - Certification
B. Reports on Form 8-K - 09/21/2005
Reports on Form 8-K - 12/16/2005
Reports on Form 8-K - 02/10/2006
Reports on Form 8-K - 12/22/2006
Reports on Form 8-K - 02/06/2007
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.
TRILLIANT, INC.
Date: April 22, 2007 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Financial Officer
Date: April 22, 2007 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Executive Officer
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