form10-q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
Quarterly Period Ended March 31, 2010
or
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____ to ____
Commission
File Number 000-52315
TRIST HOLDINGS,
INC
(Exact
name of small business issuer as specified in its charter)
|
Delaware
|
20-1915083
|
|
(State
of incorporation)
|
(IRS
Employer Identification No.)
|
|
PO
BOX 4198, NEWPORT BEACH, CA
|
92661
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(949)
903-0468
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large
Accelerated Filer Accelerated Filer Non-accelerated
Filer Smaller reporting company þ
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes þ No
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
|
Class
|
|
Outstanding
at May 8, 2010
|
|
Common
Stock, $.0001 par value
|
|
89,239,920
|
TRIST
HOLDINGS, INC.
TABLE
OF CONTENTS
|
|
|
Page
|
|
PART
I
|
FINANCIAL
INFORMATION
|
3
|
|
ITEM
1.
|
FINANCIAL
STATEMENTS:
|
3
|
|
|
Condensed
Balance Sheets — March 31, 2010 (Unaudited) and December 31,
2009
|
3
|
|
|
Condensed
Statements of Operations (Unaudited) for the three month periods
ended March 31, 2010 and 2009
|
4
|
|
|
Condensed
Statements of Cash Flows (Unaudited) for the three month periods ended
March 31, 2010 and 2009
|
5
|
|
|
Notes
to Condensed Financial Statements (Unaudited)
|
6
|
|
ITEM
2
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
9
|
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
10
|
|
ITEM
4T.
|
CONTROLS
AND PROCEDURES
|
10
|
|
|
|
|
|
PART
II
|
OTHER
INFORMATION
|
11
|
|
ITEM
6.
|
Exhibits
|
11
|
PART
I - FINANCIAL INFORMATION
ITEM
I – FINANCIAL STATEMENTS
TRIST
HOLDINGS, INC.
|
|
March
31,
|
|
December
31,
|
|
|
|
2010
|
|
2009
|
|
|
ASSETS
|
(Unaudited)
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
Cash
|
|
$
|
4,216
|
|
|
$
|
7,025
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
CURRENT ASSETS
|
|
$
|
4,216
|
|
|
$
|
7,025
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
Accounts
payable
|
|
$
|
79,985
|
|
|
$
|
15,279
|
|
|
Note
payable – related party
|
|
|
500,000
|
|
|
|
500,000
|
|
|
Revolving
note payable – related party
|
|
|
386,518
|
|
|
|
365,518
|
|
|
Accrued
interest – related party
|
|
|
31,123
|
|
|
|
13,704
|
|
|
TOTAL
CURRENT LIABILITIES
|
|
|
997,626
|
|
|
|
885,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, $.0001 par value, 2,000,000,000 shares authorized, 89,239,920
issued and outstanding at March 31, 2010 and December 31,
2009
|
|
|
8,924
|
|
|
|
8,924
|
|
|
Additional
paid in capital
|
|
|
1,754,394
|
|
|
|
1,754,394
|
|
|
Accumulated
deficit
|
|
|
(2,756,728)
|
|
|
|
(2,642,244)
|
|
|
Total
stockholders' deficit
|
|
|
(993,410)
|
|
|
|
(878,926)
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
4,216
|
|
|
$
|
7,025
|
|
Trist
Holdings, Inc.
Condensed
Statements of Operations
(Unaudited)
|
|
|
Three
months ended March 31,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
Revenue,
net
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
|
96,015
|
|
|
|
55,792
|
|
|
Total
operating expenses
|
|
|
96,015
|
|
|
|
55,792
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(96,015)
|
|
|
|
(55,792)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses:
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(17,398)
|
|
|
|
(12,328)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss before income taxes
|
|
|
(113,414)
|
|
|
|
(68,120)
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
Net
loss
|
|
$
|
(113,414)
|
|
|
$
|
(68,120)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$
|
(0.0012)
|
|
|
$
|
(0.0008)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average shares outstanding
|
|
|
89,239,920
|
|
|
|
89,239,920
|
|
*
Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is
anti-dilutive.
The
accompanying notes are an integral part of these condensed financial
statements.
Trist
Holdings, Inc.
Condensed
Statements of Cash Flows
(Unaudited)
|
|
|
Three
months ended March 31,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Cash
flows from Operating Activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(113,414)
|
|
|
$
|
(68,120
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses and other assets
|
|
|
-
|
|
|
|
(3,429)
|
|
|
Accounts
payable
|
|
|
63,187
|
|
|
|
-
|
|
|
Accrued
interest – related party
|
|
|
17,418
|
|
|
|
-
|
|
|
Due
to related party
|
|
|
-
|
|
|
|
12,328
|
|
|
Net
cash used in operating activities
|
|
|
(32,809
|
)
|
|
|
(59,221
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
Net
proceeds from borrowings on notes payable
|
|
|
30,000
|
|
|
|
59,221
|
|
|
Net
cash provided by financing activities
|
|
|
30,000
|
|
|
|
59,221
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash
|
|
|
(2,809)
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- beginning balance
|
|
|
7,025
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- ending balance
|
|
$
|
4,216
|
|
|
$
|
5,000
|
|
The
accompanying notes are an integral part of these condensed financial
statements.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1. Nature of business and significant accounting
policies
We were
incorporated in the State of Delaware as Camryn Information Services, Inc. on
May 13, 1997. We operated for a brief period of time before we ceased operations
on February 25, 1999 when we forfeited our charter for failure to designate a
registered agent. We remained dormant until 2004 when we renewed our operations
with the filing of a Certificate of Renewal and Revival of Charter with the
State of Delaware on October 29, 2004. On November 3, 2004, we filed a
Certificate of Amendment and our name was formally changed from Camryn
Information Services, Inc. to iStorage Networks, Inc. Such change became
effective on November 8, 2004. On January 26, 2006, iStorage issued
8,200,000 shares of restricted stock (post-split) in exchange for all of the
assets and liabilities of LLC. iStorage changed its name to Landbank Group, Inc.
on January 27, 2006. LLC made bulk acquisitions of parcels of land,
primarily through the real property tax lien foreclosure process. The bulk
acquisitions were then divided into smaller parcels for resale. On December 31,
2007, we transferred LLC to LALLC, ceased business operations, and changed our
name to Trist Holdings, Inc.
On
October 19, 2009, pursuant to a Share Purchase Agreement of the same date
between LALLC, the Company’s former majority stockholder, and Woodman Management
Corporation and Europa International, Inc., LALLC sold to Woodman and Europa an
aggregate of 79,311,256 shares of Company common stock as well as all notes and
liabilities due LALLC from the Company in exchange for aggregate cash
consideration equal to $165,000.
The sale
resulted in a change in control of the Company whereby each purchaser acquired
39,655,628 shares of Company common stock, which shares represent, 44.43%
individually, or 88.9% in the aggregate, of the Company’s outstanding common
stock. Each purchaser also became a party to the Company’s
Registration Rights Agreement dated December 31, 2007 between the Company and
LALLC.
Basis of
Presentation — The accompanying condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial
information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information required by GAAP for complete annual
financial statement presentation.
In the
opinion of management, all adjustments (consisting only of normal and recurring
adjustments) necessary for a fair presentation of the results of operations have
been included in the accompanying condensed consolidated financial
statements. Operating results for the three-months ended March 31,
2010, are not necessarily indicative of the results to be expected for other
interim periods or for the full year then ended December 31,
2010. These financial statements should be read in conjunction with
the consolidated financial statements and accompanying notes thereto included in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2009,
as filed with the Securities Exchange Commission.
Going Concern
— Since inception, the Company and its former subsidiary have a
cumulative net loss of $2,756, 839. Since inception, the Company has
also been dependent upon the receipt of capital investment or other financing to
fund its operations. The Company currently has no source of operating
revenue, and has only limited working capital with which to pursue its business
plan, which contemplates the completion of a business combination with an
operating company. The amount of capital required to sustain
operations until the successful completion of a business combination is subject
to future events and uncertainties. It may be necessary for the
Company to secure additional working capital through loans or sales of common
stock, and there can be no assurance that such funding will be available in the
future. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. 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 we be unable to
continue as a going concern.
On March
26, 2010, we entered into an Agreement and Plan of Merger (“Merger Agreement”)
with Z&Z Merger Corporation, a Delaware corporation and wholly-owned
subsidiary of Trist (“MergerCo”), and Z&Z Medical Holdings, Inc., a Delaware
corporation (“Z&Z”). Subject to the closing of the Merger, it is intended
that Trist will issue, pursuant to a proposed Securities Purchase Agreement to
be entered into immediately following the closing of the Merger, 2.5% Senior
Secured Convertible Notes, having a total principal amount of $1,500,000 (the
“Notes”), to W-Net Fund I, L.P., Europa and MKM Opportunity Master Fund (the
“Capital Raise Transaction”), to obtain necessary operating capital to implement
Z&Z’s business plan. The Notes will pay 2.5% interest per annum with a
maturity of 4 years after the closing of the Capital Raise
Transaction. No cash interest payments will be required, except that
accrued and unconverted interest shall be due on the maturity date and on each
conversion date with respect to the principal amount being converted, provided
that such interest may be added to and included with the principal amount being
converted. Whereas this transaction will provide funding for the
Company, we expect there to be increased expenses as such we will need to obtain
more funding.
Use of
Estimates —The preparation of financial statements in conformity with
generally accepted accounting principles 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
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Cash and Cash
Equivalents — The
Company considers investments with original maturities of 90 days or less
to be cash equivalents. At March 31, 2010 and 2009, the Company
had no cash equivalents, respectively.
Income
Taxes - The Company accounts for income taxes under FASB Codification
Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
Net Loss Per
Share — Basic loss per share is calculated using the weighted-average
number of common shares outstanding during each reporting period. Diluted loss
per share includes potentially dilutive securities such as outstanding options
and warrants, using various methods such as the treasury stock or modified
treasury stock method in the determination of dilutive shares outstanding during
each reporting period. The Company currently has no dilutive
securities and as such, basic and diluted loss per share are the same for all
periods presented.
Concentration of
Credit Risk — Financial instruments that potentially subject the Company
to a concentration of credit risk consist of cash. The Company
maintains its cash with high credit quality financial institutions; at times,
such balances with any one financial institution may exceed FDIC insured
limits.
Fair value of Financial
Instruments -
The
carrying amounts of the Company’s financial instruments in the
accompanying balance sheets approximate their fair values due to their
relatively short-term nature. It is management’s opinion that the Company is not
exposed to any significant currency or credit risks arising from these financial
instruments.
Recently Issued
Accounting Pronouncements —
In
June 2009, the FASB issued ASC 105 Accounting Standards
Codification TM and the
Hierarchy of Generally Accepted Accounting Principles. The FASB
Accounting Standards Codification TM (the “Codification”) has become the source
of authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
accordance with Generally Accepted Accounting Principles (“GAAP”). All existing
accounting standard documents are superseded by the Codification and any
accounting literature not included in the Codification will not be
authoritative. Rules and interpretive releases of the SEC issued under the
authority of federal securities laws, however, will continue to be the source of
authoritative generally accepted accounting principles for SEC registrants.
Effective September 30, 2009, all references made to GAAP in our
consolidated financial statements will include references to the new
Codification. The Codification does not change or alter existing GAAP and,
therefore, will not have an impact on our financial position, results of
operations or cash flows.
In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
NOTE 2 - Note
Payable - Related Party and Revolving Note Payable – Related Party
On
December 31, 2007, we executed a Demand Promissory Note (the “Demand Note”)
payable to Landbank Acquisition LLC, in the principal amount of $500,000 with
simple interest on the unpaid principal from the date of the note at the rate of
eight percent (8%) per annum. Landbank Acquisition LLC was related to
the Company through common major shareholders. The Note was due on
demand.
On
October 19, 2009, we entered into a Revolving Promissory Note (the “Revolving
Note”) with Landbank. Under the terms of the Revolving Note,
Landbank agreed to advance to the Company, from time to time and at the request
of the Company, amounts up to an aggregate of $500,000 until October 19,
2010. All advances shall be paid on or before October 19, 2010 and
interest shall accrue from the date of any advances on any principal amount
withdrawn, and on accrued and unpaid interest thereon, at the rate of eight
percent (8%) per annum, compounded annually. The Company’s
obligations under the Revolving Note will accelerate upon a bankruptcy event of
the Company, any default by the Company of its payment obligations under the
Revolving Note or the breach by the Company of any provision of any material
agreement between the Company and the noteholder. At March 31, 2010,
$386,518 was outstanding under the Revolving Note.
In
connection with the Share Purchase Agreement dated October 19, 2009 date between
LALLC, Woodman and Europa, the Note was assigned to Woodman and Europa in equal
parts. The Revolving Note was cancelled, and new notes (the “Replacement Notes”)
were issued by the Company to Woodman and Europa on October 19, 2009. The
Replacement Notes contain identical terms and conditions to the Note, except
that each Replacement Note provides that the noteholder will advance up to
$250,000. As of the date of the Replacement Notes, $168,259 was
deemed outstanding under each Replacement Note.
As part
of the transactions consummated under the Share Purchase Agreement dated October
19, 2009 date between LALLC, Woodman and Europa, the purchasers also acquired
the Replacement Notes (as described above) and the Demand Note in the principal
amount of $500,000 dated December 31, 2007. The Demand Note was
cancelled and new notes (the “Replacement Demand Notes”) were issued by the
Company to the Purchasers. The Replacement Demand Notes contain
identical terms and conditions to the Demand Note, except that each Replacement
Demand Note was issued in the principal amount of
$250,000.
We
recorded an interest expense of $17,398 for the quarter ended March 31,
2010. On October 19, 2009, the accrued interested owed to the related
parties was included in the amount of the Revolving Note. The accrued
interest at March 31, 2010 amounting to $31,183, was included as part of amount
due to related party.
NOTE
3 – Subsequent Events
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through May 8, 2010, the
date the financial statements were issued.
On March
26, 2010, the Company entered into an Agreement and Plan of Merger (“Merger
Agreement”) with Z&Z Merger Corporation, a Delaware corporation and
wholly-owned subsidiary of Trist (“MergerCo”), and Z&Z Medical Holdings,
Inc., a Delaware corporation (“Z&Z”).
Under the
Merger Agreement, if all conditions are satisfied or waived: (a) MergerCo will
be merged with and into Z&Z; (b) Z&Z will become a wholly-owned
subsidiary of Trist; (c) all holdings of Z&Z shares, warrants and options
will be exchanged (or assumed, in the case of warrants and options) for
comparable securities of Trist; and (d) approximately 98% of the beneficial
ownership of Trist shares (on a fully-diluted basis) will be owned by Z&Z
stockholders, warrant holders and option holders (the “Merger”). Upon
consummation of the Merger, the combined entity will be solely engaged in
Z&Z’s business, Z&Z’s officers will become the officers of Trist and
three of Z&Z’s directors will become members of Trist’s 7-member board of
directors (which will have two vacancies following the Merger).
ITEM
2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This
information should be read in conjunction with the audited consolidated
financial statements and notes thereto and Management’s Discussion and Analysis
of Financial Condition and Results of Operations contained in our Annual Report
on Form 10-K for the year ended December 31, 2009, and the unaudited
condensed interim consolidated financial statements and notes thereto included
in this Quarterly Report.
References
to “Trist” the “Company,” “we,” “our” and “us” refer to Trist Holdings, Inc. and
its wholly owned and majority-owned subsidiaries, unless the context otherwise
specifically defines.
Overview
Currently, we are seeking suitable
candidates for a business combination with a private company. The
Company’s principal business objective for the next 12 months and beyond such
time will be to achieve long-term growth potential through a combination with an
operating business. The Company will not restrict its potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
Critical Accounting Policies
and Estimates
Our
discussion and analysis of our results of operations and liquidity and capital
resources are based on our unaudited condensed consolidated financial statements
for the three months ended March 31, 2010 and 2009, which have been prepared in
accordance with GAAP.
The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and disclosure of contingent assets and liabilities. We base our
estimates on historical and anticipated results and trends and on various other
assumptions that we believe are reasonable under the circumstances, including
assumptions as to future events. These estimates form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. By their nature, estimates are subject to
an inherent degree of uncertainty. Actual results may materially differ from our
estimates.
Results
of Operations
For the
three-months ended March 31, 2010.
Selling,
General and Administrative Expenses
Operating
expenses were $96,015 and $55,792 for the quarters ended March 31, 2010 and
2009, respectively. The increase in operating expenses was primarily due
to increased legal fees.
Interest
Expense
Interest
expenses were $17,398 and $12,328 for the quarters ended March 31, 2010 and
2009, respectively, an increase of $5,070. The increase is due from
increases in debt.
Liquidity
and Capital Resources
Net cash
used in operating activities was $32,809 and $59,221 in the three months ended
March 31, 2010 and 2009, respectively.
Net cash
provided by financing activities was $30,000 and $59,221 in the three months
ended March 31, 2010 and 2009, respectively.
We
suffered recurring losses from operations and have an accumulated deficit of
$2,756,728 at March 31, 2010. Currently, we are a non-operating
public company. We seek suitable candidates for a business combination with a
private company. In the event we use all of our cash resources,
Woodman and Europa have indicated their willingness to loan us funds at the
prevailing market rate until such business combination is
consummated.
Recent Accounting
Pronouncements
Please
see Item 1 Notes to Unaudited Condensed Financial Statements, Note 1,
Significant Recent Accounting Pronouncements.
Off-Balance
Sheet Arrangements – We have no
off-balance sheet arrangements.
ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a
“smaller reporting company” as defined by Rule 229.10(f)(1), we are not required
to provide the information required by this Item 3.
ITEM
4 - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES
We
maintain disclosure controls and procedures that are designed to ensure 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
and that such information is accumulated and communicated to our management,
including our interim President, who serves as our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Our
interim President reviewed and evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined by Rule
240.13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the
period covered by this report. Based upon this evaluation, our interim
President concluded that, as of the end of such period, our disclosure controls
and procedures are effective as of the end of the
quarter covered by this Form
10-Q.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the
Company’s internal control over financial reporting that occurred during the
quarter ended March 31, 2010 that have materially affected, or that are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
PART
II - OTHER INFORMATION
In
addition to the other risk factors and information set forth in this
report, you should carefully consider the factors discussed in Part I, “Item 1A.
Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2009, which could materially affect our business, financial
condition or future results. The risks described in our Annual Report on Form
10-K are not the only risks facing the Company. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition, operating results and/or cash flows.
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Exhibit
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Description
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31
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Certification
of President pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of
2002.
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32
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Certification
of the Company’s Chief Executive Officer and Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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TRIST
HOLDINGS, INC.
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Date:
May 8, 2010
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/s/
Eric
Stoppenhagen
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Name:
Eric Stoppenhagen
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Title: Interim
President
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