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 November 30, 2006
[ ] 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: 15,100,000
TRILLIANT, INC.
fka E AND S HOLDINGS, INC.
(A Development Stage Company)
BALANCE SHEETS
NOVEMBER 30, 2006 AND MAY 31, 2006
November 30, 2006 May 31, 2006
----------------- ------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash in bank $ 57 $ 54
Accounts receivable 179 178
Inventory 21,214 21,436
--------- ---------
Total Current Assets 21,450 21,668
--------- ---------
OTHER ASSETS
Patent - net of amortization of $4,453 at
November 30, 2006, $3,958 at May 31, 2006 8,246 8,740
--------- ---------
Total Assets $ 29,696 $ 30,408
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 49,667 $ 41,284
Accounts payable - stockholder 26,703 20,603
Note payable-stockholder 18,150 12,250
Accrued royalties 0 2
Accrued interest 1,564 665
Accrued warranty 123 128
--------- ---------
Total Liabilities 96,207 74,932
--------- ---------
STOCKHOLDERS' EQUITY
Common stock - 100,000,000 shares authorized,
15,100,000 outstanding as of November 30 and
May 31, 2006 at .001 par value 15,100 15,100
Additional paid-in capital 237,999 237,999
Deficit accumulated during the development stage (319,610) (297,623)
--------- ---------
Total Stockholders' Equity (66,511) (44,524)
--------- ---------
Total Liabilities and Stockholders' Equity $ 29,696 $ 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.
1
TRILLIANT, INC.
fka E AND S HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2006
AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO NOVEMBER 30, 2006
Three Months Six Months June 20, 2001
Ended Ended (Inception) to
November 30, 2006 November 30, 2006 November 30, 2006
----------------- ----------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
SALES - NET $ 219 $ 319 $ 12,902
Cost of Sales 141 186 6,221
--------- --------- ---------
GROSS PROFIT 78 133 6,681
OPERATING EXPENSES
Damaged and defective items 0 12 1,100
Wage expense 0 0 118,600
Advertising 0 133 17,889
Legal and professional fees 5,685 16,614 122,523
Product development 0 0 814
Bank charges 173 279 1,107
Rent-stockholder 0 0 11,000
License and permits 0 0 1,943
Amortization 248 495 4,455
Franchise tax 0 0 219
Commission 0 0 75
Royalty expense 1 16 637
Office and administrative expense 0 0 18,657
Travel 635 635 5,334
Freight and delivery 0 0 825
Postage 9 9 1,061
Payroll taxes 0 10 896
Insurance 0 0 1,587
Supplies 0 0 2,589
Telephone 0 0 2,106
Trade shows 268 2,488 6,378
UCC code and filing expense 150 430 1,200
Dues, subscriptions and membership fees 0 0 896
Warranty expense 4 6 245
--------- --------- ---------
(7,173) (21,127) (322,136)
--------- --------- ---------
NET INCOME (LOSS) FROM OPERATIONS (7,095) (20,994) (315,455)
OTHER INCOME (EXPENSE)
Miscellaneous income 0 0 29
Interest expense (453) (993) (3,910)
Bad debts 0 0 (71)
Miscellaneous expense 0 0 (203)
--------- --------- ---------
(453) (993) (4,155)
Net Income (Loss) before income taxes (7,548) (21,987) (319,610)
Provision for income taxes 0 - 0 - 0 -
--------- --------- ---------
NET INCOME (LOSS) $ (7,548) $ (21,987) $(319,610)
========= ========= =========
Net income (loss) per common share - basic $ .00 $ .00 $ (.03)
========= ========= =========
See accompanying notes to financial statements.
2
TRILLIANT, INC.
fka E AND S HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2005
Three Months Six Months
Ended Ended
November 30, 2005 November 30, 2005
----------------- -----------------
(Unaudited) (Unaudited)
SALES - NET $ 282 $ 1,831
COST OF SALE 111 1,065
-------- --------
GROSS PROFIT 171 766
OPERATING EXPENSES
Wage expense 0 0
Payroll taxes 0 10
Insurance 0 0
Commissions 3 16
Freight & delivery 0 0
Legal and professional fees 5,702 17,448
Professional fees 0 0
Product development 0 0
Bank charges 138 240
Rent - stockholder 0 0
License and permits 0 0
UCC code 280 280
Franchise tax 0 0
Workers' compensation 0 0
Amortization 248 495
Advertising 23 23
Royalty expense 2 79
Telephone 113 227
Trade show expense 0 176
Travel and lodging 1 1,028
Postage 96
Dues & subscriptions 121 121
Warranty expense 5 36
Office supplies and expense 0 520
-------- --------
(6,732) (20,699)
-------- --------
NET INCOME (LOSS) FROM OPERATIONS (6,561) (19,933)
OTHER INCOME (EXPENSE)
Interest expense (100) (193)
-------- --------
Net Income (Loss) before income taxes (6,661) (20,126)
Provision for income taxes 0 0
-------- --------
NET INCOME (LOSS) $ (6,661) $(20,126)
======== ========
Net income (loss) per common share - basic $ (.00) $ (.00)
======== ========
See accompanying notes to financial statements.
3
TRILLIANT, INC.
fka E AND S HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2006 AND 2005,
AND THE PERIOD FROM JUNE 20, 2001 (INCEPTION) TO NOVEMBER 30, 2006
Six Months Six Months June 20, 2001
Ended Ended (Inception) to
November 30, 2006 November 30, 2005 November 30, 2006
----------------- ----------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (21,987) $ (20,126) $(319,610)
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization 495 494 4,453
Compensation related to stock issuance 0 0 2,000
Interest added to note payable 0 0 1,296
Decrease (Increase) in accounts receivable (1) 1,971 (179)
Decrease (Increase) decrease in inventory 222 1,141 (21,214)
(Decrease) Increase in accounts payable 8,382 11,412 49,666
(Decrease) Increase in accounts payable-stockholder 6,100 2,000 26,703
(Decrease) Increase in accrued wages and directors' fees 0 0 119,201
(Decrease) in other accrued taxes (88) -- --
(Decrease) Increase in accrued royalties (2) (64) 0
(Decrease)Increase in accrued interest 899 197 1,564
(Decrease) Increase in accrued rent 0 0 2,500
(Decrease) Increase in accrued warranty (5) (17) 123
--------- --------- ---------
Net Cash From (Used By) Operating Activities (5,897) (2,992) (133,497)
--------- --------- ---------
CASH FLOW USED BY INVESTING ACTIVITIES
Purchase of patent 0 0 (10,800)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from (repayments to) stockholders 5,900 4,000 28,950
Repayment of loans - stockholders 0 0 (12,096)
Proceeds from issuance of common stock,
Net of issuance costs of $2,500 0 0 127,500
--------- --------- ---------
Net Cash Provided By Financing Activities 5,900 4,000 144,354
--------- --------- ---------
Net Increase (Decrease) In Cash 3 1,008 57
Cash At Beginning Of Period 54 136 0
--------- --------- ---------
Cash At End of Period $ 57 $ 1,144 $ 57
========= ========= =========
Supplemental Disclosure of Cash Flows Information
Interest paid $ 0 $ 0 $ 0
========= ========= =========
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 February of 2006, a shareholder of the company forgave accrued wages of
$17,000. This transaction is reflected as an increase to additional paid-in
capital. Also, the shareholder acquired 100,000 shares of stock in exchange for
accrued wages of $8,000 and $2,000 of compensation. These transactions have been
reflected as increases to common stock and additional paid-in capital.
See accompanying notes to financial statements.
4
TRILLIANT, INC.
fka E AND S HOLDINGS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2006
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 Trilliant, Inc. fka E and S Holdings, Inc. Form 10-KSB filing
for the year ended May 31, 2006.
NOTE B - DEVELOPMENT STAGE COMPANY
Trilliant, Inc. fka 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 - SUBSEQUENT EVENTS
In December, 2006, the name of the Corporation was changed from E and S
Holdings, Inc. to Trilliant, Inc.
In December, 2006, the Board of Directors approved a four-for-one forward
split of the Corporation's common stock.
5
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 $219
during the three-month period ending November 30, 2006. Trilliant has received
no significant revenues since its inception.
As of November 30, 2006, Trilliant has cash assets of $57 and accounts
receivable of $179. The inventory of the company is $ 21,214. 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 create sufficient interest in the product
to justify raising additional capital. Instead, management is now focusing its
efforts toward developing another product to market to the public either through
the purchase of the product or through a combination with another existing
entity.
Until such time as Trilliant is in a position to propose to its
shareholders a change in direction of the company, it will continue in its
efforts to market the Portable Pipe Vise to the public. It has no plans, at this
time, however, to order additional units of the Portable Pipe Vise from its
manufacturer.
The shares of Trilliant are currently listed on the OTC Bulletin Board,
under the symbol ESHI. Due to the recent name change of the company and the
proposed forward stock split discussed in Part II Item 4, the trading symbol
will change when the stock split becomes effective.
Over the past three months, Trilliant has sustained operating losses in the
amount of $7,548. Of this amount, $5,685 involve costs for legal and accounting
fees occurred during the last quarter. As of November 30, 2006, Trilliant has
total liabilities of $96,207. These liabilities include approximately $44,853 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
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 is 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.
6
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
There are no changes in security since the last annual statement for the
year ending May 31, 2006.
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 elected Mr.
Gary Campbell to serve as 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 shall become effective on the
next trading day after the split is approved by NASD. Shareholders will be
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.
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
7
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: January 12, 2007 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Financial Officer
Date: January 12, 2007 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Executive Officer
8