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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended March 31, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-31679
TRAVELSHORTS.COM, INC.
----------------------
(Name of Small Business Issuer in its charter)
Washington 54-0231483
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(State of incorporation) (IRS Employer
Identification No.)
707 East 6th Avenue
Denver, CO 80203
(Address of Principal Executive Office) Zip Code
Registrant's telephone number, including Area Code: (303)-506-1633
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Check 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 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.
X
YES NO
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The Company's revenues during the year ended March 31, 2003 were $ 0.
The aggregate market value of the voting stock held by non-affiliates of the
Company, (18,209,634 shares) based upon the closing price of the Company's
common stock on July 15, 2003 was approximately $10,735,000.
Documents incorporated by reference: None
As of July 15, 2003 the Company had 26,172,410 issued and outstanding shares of
common stock.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING NFORMATION
This report includes "forward-looking statements". All statements other
than statements of historical facts included in this Registration Statement,
regarding the Company's financial position, business strategy, plans and
objectives, are forward-looking statements. Although the Company believes that
the expectations reflected in the forward-looking statements and the assumptions
upon which such forward-looking statements are based are reasonable, it can give
no assurance that such expectations and assumptions will prove to have been
correct.
ITEM 1. DESCRIPTION OF BUSINESS
The Company was incorporated in Washington on June 7, 1989 under the name
P.L.D.F.E.T., Inc. Between the date of its incorporation and December 3, 2002
the Company was essentially inactive. On December 3, 2002 the Company acquired
all of the issued and outstanding shares of SETI Corp. ("SETI") in exchange for
16,691,205 shares of the Company's common stock.
In connection with this acquisition, Robert Sawatsky resigned as an
officer and director of the Company and was replaced by Kelly Fielder, the
President of SETI. Mr. Fielder is now the Company's President and Chief
Executive Officer, as well as a director of the Company.
In December 2002 the Company changed its trade name to "Sharps Elimination
Technologies Inc." Although the legal name of the Company is still
"Travelshorts.com, Inc." the Company now operates under the name "Sharps
Elimination Technologoes, Inc. In the near future the Company plans to call a
meeting of its shareholders to approve changing the Company's corporate name to
Sharps Elimination Technologies Inc.
Any reference to the Company, unless otherwise indicated, includes the
operations of SETI.
SETI was incorporated in Delaware on September 25, 2001. On November 12,
2001, SETI acquired the exclusive license, subject to a cash payment of $300,000
due on September 1, 2003, to develop, manufacture, and sell Needle-Ease(TM), a
device used for the safe disposal of used needles and hypodermic syringes.
The Needle-Ease(TM) is a battery operated incineration system that
destroys a range of needles by passing an electric current through the needle
thereby reducing the steel to ashes in a matter of seconds. The electric charge
is generated from a rechargeable sealed lead-acid battery. The contact points of
the device can be touched directly or with a metal object by the operator or
anyone else without the transfer of current (i.e. shock).
The Needle-Ease(TM):
o is fast, efficient, safe and simple to use;
o requires minimal maintenance;
o is portable and rechargeable;
o is environmentally friendly, and
o electrically disintegrates the needle, in seconds, to ash which is 100%
safe.
The danger of needlestick injuries lies in the transfer of bloodborne
diseases as a result of people accidentally being stuck with a used syringe.
There are 57 different blood borne pathogens transmitted through a syringe and
getting stuck with a used syringe is an occupational hazard for thousands of
health care workers whose concerns, worries and fears of contracting diseases,
such as Hepatitis and/or HIV are very legitimate. Although special plastic
containers, known as sharps containers, are stationed throughout hospitals,
medical and dental offices to handle collection before incineration, such
containers are not entirely resistant to prevent injury from a needle carelessly
inserted into the disposal unit. Cost is another factor with sharps containers
which are expensive to dispose of. In addition to health care workers being
subjected to health risks, garbage collectors are also exposed to the
possibility of needlestick injuries incurred from picking up garbage bags and
recycling boxes containing used syringes. Various agencies and regulatory bodies
have incorporated guidelines relating to the handling and disposal of syringes
but, notwithstanding these regulations, syringes are frequently found in places
where they should not be, and, regrettably, often in large quantities.
The Company presently has two Needle-Ease(TM) models, one for the
professional/institutional market (Model 3500P) and the other (Model 2501)
primarily for home use by diabetics.
The 3500P is designed to dispose of needles that attach to a standard
syringe. In order to detach these needles from the syringe the needle must be
re-capped. The act of recapping a needle is dangerous and prohibited by
government regulations. A needlestick injury may result in the transfer of
bloodborne diseases and infections from a patient to a third party. The 3500P
totally eliminates the steel shaft of the needle from a syringe without
recapping the exposed needle point. The 3500P requires a recharge after the
disposal of approximately 100 to 250 needles.
The 2501 home model is somewhat smaller but has the same characteristics
as the 3500P. The 2501 requires a recharge after the disposal of approximately
100 to 150 needles.
A model accommodating larger gauge needles and which will be powered by
interior electric current (120 volts A.C.) has been designed for use in
hospitals, clinics, and other health care institutions and will be available for
distribution later in 2002.
The 3500P and 2501 have been approved by the FDA's Pre-Market Approval
(PMA) process for Class II medical devices and meet the following safety
standards for Laboratory, Measurement and Test Equipment:
1. Canadian Standards Association (CSA) C22.2 No. 1010.1-92 with
Attachments 1 and 2
2. Underwriter's Laboratories UL 3101.1 and UL 3111.1
3. European Norm (EN) 61010-1 and
4. International Electrotechnical Commission (IEC) 1010-1 with A1 and A2
The retail price of the 3500P model varies between $441.45 and $545.00.
SETI's 2501 model has a retail price of between $150 and $200. The actual retail
price of both models depends upon the number of units purchased.
The production of the Needle-Ease(TM) units consists of a sub-assembly
process during which a number of components are pre-assembled and followed by a
final assembly process to produce the finished product. The majority of required
components are "off-the shelf" and only a very small number of components need
to be custom ordered. Hence lead-times for production are relatively low. The
Company is negotiating with a manufacturer in Canada to supply the Company with
Needle-Ease(TM) units.
The Professional Market
Health care workers were expected to use approximately 8.7 billion
syringes in the United States in 2001 according to The Theta August 1998 report
#850. The growth rate in syringe use is estimated at between 6.8% and 7.3%
annually. These workers are employed in hospitals, medical clinics, dental
clinics, correctional institutes, public health clinics, and long term care
facilities. In addition, workers in veterinary clinics, needle exchange centers,
tattoo parlors, police officers, electricians, and cable installers all have
regular contact with used needles.
In the United States, there are 6,600 community hospitals with
approximately 1,062,000 beds, 17,176 nursing homes with approximately 1,800,000
beds, and 195,000 private medical practices. In addition, there are 114,000
dental practices, and 45,200 veterinarians in private clinics and 10,180 in
public and corporate veterinary facilities.
Currently, used needles are collected in plastic containers, known as
"sharps" containers, that are transported to a central location for incineration
In addition to the cost of disposal, employers incur the cost of injuries to
health care and sanitation workers in the direct and indirect disposal of
sharps. The costs for follow up are reported to be at least $500 per injury.
The handling of used needles before their disposal creates dangers for
medical workers. Recapping needles, the transportation of uncapped needles to
sharps containers, and even the disposal of needles can result in accidental
needlestick injuries. In addition, sharps containers cannot prevent injuries
from needles carelessly inserted into a disposal unit, which also creates
dangers for the sanitation workers involved in the collection and the final
incineration of used needles at a central facility.
According to a National Institute of Occupational Safety and Health
(NIOSH) Publication in March 1999, approximately 1 million of the 8.8 million
health care workers in the United States report a needlestick injury each year.
The report also estimates that 66 percent of injuries go unreported hence the
actual number of needlestick injuries annually is closer to 3 million. The World
Health Organization considers the preceding number to be understated and has
expressed an opinion that the actual occurrence is in the region of 4 million
cases per year.
The results of a NIOSH study covering the time period of June 1995 to July
1999 indicate that 43% of needlestick injuries relate to hypodermic and other
hollow-bore needles. Of these, 56% relate to disposal, clean-up and handling of
the needle after use.
On the legislative front, seven states have enacted legislation twenty-one
states and the District of Columbia have pending legislation in respect to
hypodermic needle disposal and needlestick injury prevention in the workplace.
It is to be expected that other states will follow.
In November 2000, President Clinton signed The Needle Safety and
Prevention Act which authorizes the federal Occupational Safety & Health
Administration to revise the 1991 Bloodborne Pathogens Standard to require the
evaluation of new technologies and devices to prevent needlesticks. The revised
standards took effect July, 2001. The requirements force health care employers
to address the issues involving needlesticks.
The Personal Market
The major market for personal needle disposal services is the diabetic
individual who requires 1-4 insulin injections and several lancets for testing
glucose levels daily and others who require self-administered injections. The
aging demographic combined with the trend for seniors to remain in their own
homes will result in an increasing number of individuals who require
self-administered injections.
According to the Centers for Disease Control and Prevention (CDC) in 1999,
there were an estimated 15.7 million diabetics in the United States, with an
estimated 798,000 new diabetics annually in 2000 and beyond. It is estimated by
the World Health Organization that by 2010 there will be 18.6 million diabetics
in the United States.
Of these, 5-10% are type I diabetics, who all require insulin by
injection. The remaining are type II diabetics, of whom 40%, according to the
CDC, require insulin injections on a daily basis. As such, as of 1999, an
estimated 6.7 million individuals in the United States require daily insulin
injections. The average amount spent per person on insulin and glucose testing
is US$2,500 per year.
There is no risk of transfer of bloodborne pathogens from a needlestick
following a self-administered injection. However, needlestick injuries incurred
in recapping the needles are quite painful and are not uncommon due to the
tingling and numbness diabetics can experience in their hands. There is also a
risk of accidental needlestick with family, friends, pets and sanitation workers
in their community if the used needles are placed with regular household
garbage. In this instance, there is the risk of the transfer of bloodborne
pathogens. With the anticipated introduction of disposal legislation on
hypodermic needles, disposing of needles in the garbage will no longer be
possible.
Competition
In addition to the traditional needle disposal methods (i.e. "Sharps"
containers and similar devices), competition exists from other manufacturers of
needle incinerators.
>> Sharpx Sharpx is technology owned by Biomedical Disposal Inc. The
product has FDA approval. It is a stylish, portable unit, which is
currently marketed (website address www.biomedical.com). It sells for
$1495. To date, Biomedical Disposal Inc. has expended significant funds
in the lobbying of various state OSHA to ensure that pending
needle-stick prevention legislation remains technology neutral. The
device is inferior since the waste is considered to be a biohazard and
there is still enough of a needle remaining that it is classified as a
sharp.
>> Needlyzer Needlyser has FDA approval. It is larger and heavier than the
Needle-Ease(TM) (13.5"x 5"x 4.75" and nearly 6 pounds). As such, it is
not as portable. Its user learning curve is substantially longer and it
has complex electronics. It uses a nickel cadmium battery but it does
not entirely eliminate the needle and as a result it must have a FDA
biohazard warning prominently displayed on its exterior and as a result
the residue must be treated as hazardous. It retails at approximately
US$900.
>> NIC 1800 The NIC 1800, also FDA approved, is also a much larger machine
in both size and weight. The unit is electronically complex and similar
in most respects to the Needlyser and retails at approximately US$900.
>> HNI002 The H.N.I. is a portable unit, which weighs 7 1/2 lb. It
operates with a rechargeable battery and can incinerate 300 21 gauge
needles between charges. It is produced in South Africa and marketed
in, among other places, Canada. The product is not FDA approved, and
hence is not approved for use in the United States.
>> Etna 497 Needle Burner The Etna is a portable unit that weighs 1.5 lb.
It operates on a rechargeable battery and can incinerate 100 needles
between charges. It incinerates at a temperature of 1400o C. The
product is produced in Italy and is being offered with a range of
dental products. It also lacks FDA approval and as such, is not
approved for use in the United States.
>> NeedleSAFE/Diabetic Travel Mate The product is marketed under both
names and retails for US$69. It is a battery-operated unit that claims
to incinerate the majority of the needle, leaving the residual portion
sealed. The company selling the product in Canada is out of business,
and there has been no response from the United States voicemail
service. The Company has obtained a unit for testing. The unit tested
resulted in the needles being bent instead of incinerated.
With its incineration temperature of 5432(0)C, and its size, portability,
and rechargeability the Company believes its Needle-Ease(TM) product will be the
most effective needle destruction system in the market.
Marketing
The Company plans to sell its products in the United States, Canada, and a
number of foreign countries though a network of distributors, dealers and
independent sales representatives. At a later date, the Company may market its
products in the UK and Europe.
The Company plans to advertise in selected publications and attends trade
shows to promote sales. At launch, the product will be promoted and sold by
independent, commission-based, sales agents. As financing is secured and revenue
is generated, full time sales personnel will be retained.
Licence Agreement
On November 12, 2001, the Company acquired from Spectrum Meditech Inc.
("Spectrum") an exclusive license to the Needle-Ease(TM) technology. The
technology includes that disclosed in Spectrum's United States Patent #5,551,355
and pending United States Patents, as well as blueprints, drawings,
specifications, engineering data, engineering calculations, processes,
apparatuses, and parts relating to the Needle-Ease(TM) product. Included as part
of the license are the rights to use the Needle-Ease(TM) trademarks and
tradenames.
In consideration for the license, the Company agreed to:
o Pay Spectrum $300,000 no later than September 1, 2003.
o Pay Spectrum a royalty of $3.25 for each Needle-Ease(TM) unit sold by the
Company or any sublicensee of the Company, provided, however, that the
Company, beginning with the year ending December 31, 2004, agreed to pay
Spectrum royalties of not less than $100,000 per year.
o Issue to Spectrum 800,000 shares of the Company's common stock.
The Company may at any time and upon five days notice to Spectrum acquire
all rights to the Needle-Ease(TM) technology by paying Spectrum $5,000,000. Upon
payment of the $5,000,000 all future royalties otherwise due Spectrum will
terminate.
In connection with the technology license, the Company also acquired from
Spectrum all inventory, work-in-progress, spare parts, raw materials, tools,
dies and molds relating to the Needle-Ease(TM) product.
In consideration for the transfer of these assets, the Company agreed to
assume approximately $486,000 of Spectrum's payables and accrued liabilities as
well as Spectrum's employment agreement with Kelly Fielder. Spectrum is
controlled by Mr. Fielder.
Patents and Trademarks
Certain aspects of the Needle-Ease(TM) technology are protected by U.S.
patents (#5,551,355 and #6,326,575), which, together with other proprietary
technology, have been licensed to the Company. Currently there are other patents
pending worldwide in order to secure the intellectual property for other
countries. There is no assurance as to the breadth and degree of protection the
patent might afford the Company and disputes may arise between the Company and
others as to the scope, validity and ownership rights of the patent. Any defense
of the patent could prove costly and time consuming and there can be no
assurance that the Company will be in a position, or will deem it advisable, to
carry on such a defense. Other businesses may have filed applications for, or
may have been issued, patents to technology potentially similar to that of the
Company. Also, as far as the Company relies upon unpatented proprietary
technology, there is no assurance that others may not acquire or independently
develop the same or similar technology. The first patent pertaining to the
Needle-Ease(TM) technology (# 5,551,355) will expire in the year 2015. The name
"Needle-Ease" is a registered trademark with the U.S. Patent and Trademark
Office and has also been licensed to the Company by means of the Licensing
Agreement which pertains to the patent.
Product Liability Insurance
Although the Company has product liability insurance for Needle-Ease(TM),
the successful prosecution of a product liability case against the Company could
have a materially adverse effect upon its business if the amount of any judgment
exceeds the Company's insurance coverage.
Employees
As of July 15, 2003 the Company had three full time employees and three
part time employees.
Potential Acquisition of Sure-Way Systems, Inc.
In June 2003 the Company agreed to acquire all of the capital stock of
Sure-Way Systems, Inc. ("SWS") in exchange for 8,350,000 shares of the Company's
common stock. The Company's acquisition of SWS is contingent, among other
things, upon the Company receiving gross proceeds of at least $3,400,000 from
the sale of its securities no later than October 1, 2003.
Since 1990 SWS has offered complete medical waste collection,
transportation and disposal services including its proprietary needle and
syringe sharps disposal system. SWS also offers confidential record shredding,
and silver recovery from healthcare and commercial x-ray films, x-ray machines
and commercial photography labs.
ITEM 2. DESCRIPTION OF PROPERTY
See Item 1.
ITEM 3. LEGAL PROCEEDINGS.
- --------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
As of July 15, 2003, there were approximately 30 record owners of the
Company's common stock. The Company's common stock is traded on the OTC Bulletin
Board under the symbol "SEMT". Set forth below are the range of high and low bid
quotations for the periods indicated as reported by the OTC Bulletin Board. The
market quotations reflect interdealer prices, without retail mark-up, mark-down
or commissions and may not necessarily represent actual transactions. The
Company's common stock began trading during the quarter ended September 30,
2001.
Quarter Ended High Low
9/30/01 $0.25 $0.18
12/31/01 $1.49 $0.14
Quarter Ended High Low
3/31/02 $0.95 $0.15
6/30/02 $0.47 $0.14
9/30/02 $0.65 $0.15
12/31/02 $0.74 $0.26
3/31/03 $1.03 $0.67
6/30/03 $1.41 $0.90
Holders of common stock are entitled to receive dividends as may be
declared by the Board of Director and, in the event of liquidation, to share pro
rata in any distribution of the Company's assets after payment of liabilities.
The Board of Directors is not obligated to declare a dividend. The Company has
not paid any dividends does not have any current plans to pay any dividends.
During the three months ended March 31, 2003 the Company sold 290,000
Units at a price of $0.50 per Unit. Each Unit consisted of one share of the
Company's common stock and one warrant to purchase one share of the Company's
common stock at an exercise price of $0.75 at any time prior to January 1, 2004
and at an exercise price of $1.00 at any time after December 31, 2003. All
unexercised warrants will expire on December 31, 2004. The securities sold
during this period were not registered under the Securities Act of 1933 but were
sold in reliance upon the exemption provided by Section 4(2) of the Act. The
securities were acquired for investment purposes only and without a view to
distribution. The certificates representing the shares of common stock
(comprising a part of the Units) bear a legend stating that the shares may not
be offered, sold or transferred other than pursuant to an effective registration
statement under the Securities Act of 1933, or pursuant to an applicable
exemption from registration. The securities are "restricted" securities as
defined in Rule 144 of the Securities and Exchange Commission.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
During the twelve months ended December 31, 2002, and the six months ended
June 30, 2003, the Company did not sell any Needle-Ease devices. The Company
anticipates that it will begin full-scale marketing of its Needle-Ease devices
in October 2003.
The Company does not have any bank lines of credit, or any other
traditional financing arrangements. The Company expects to obtain additional
capital through the private sale of the Company's common stock or from
borrowings from private lenders or financial institutions. There can be no
assurance that the Company will be successful in obtaining any additional
capital needed for its operations.
ITEM 7. FINANCIAL STATEMENTS
See the financial statements attached to this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
- ------------------------------------------------------
Effective February 14, 2003 the Company decided to replace (i.e.
"dismissed") Manning Elliot, Chartered Accountants, ("Manning Elliott") with
Spicer, Jefferies & Co. ("Spicer") as the Company's independent certified public
accountants. Manning Elliott audited the Company's financial statements for the
fiscal years ended March 31, 2002 and 2001. The reports of Manning Elliott for
these fiscal years did not contain an adverse opinion, or disclaimer of opinion
and were not qualified or modified as to audit scope or accounting principles.
However, the reports of Manning Elliott for these fiscal years was qualified
with respect to uncertainty as to the Company's ability to continue as a going
concern. During the Company's two most recent fiscal years and subsequent
interim period ended February 14, 2003 there were no disagreements with Manning
Elliott on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Manning Elliott would have caused it to make reference to
such disagreements in its reports.
The change in the Company's auditors was recommended and approved by the
board of directors of the Company. The Company does not have an audit committee.
During the two most recent fiscal years and subsequent interim period
ended February 14, 2003, the Company did not consult with Spicer regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or any matter that was the subject of a
disagreement or a reportable event as defined in the regulations of the
Securities and Exchange Commission.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name Age Position
Kelly Fielder 34 Chief Executive Officer, Treasurer
and a Director
Kelly Fielder has been an officer and director of the Company since
December 31, 2002 and of SETI since September 25, 2001. Between March 22, 2002.
and September 17, 2002 Mr. Fielder was an officer and director of Armagh Group,
Inc. Mr. Fielder has been an officer and director of Spectrum Meditech Inc.
since 1998. Mr. Fielder is also the President of IRG Services Ltd. ("IRG"), a
management consulting business which he formed in 1996.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation earned
or received by (i) the Chief Executive Officer of the Company and (ii) by each
other executive officer of the Company who earned or received in excess of
$100,000 during the fiscal years ended March 31, 2001, 2002 and 2003.
Annual Compensation Long Term Compensation
---------------------------------- --------------------------
Re- All
stric- Other
Other ted Com-
Name and Compen- Stock Options pensa-
Principal Fiscal Salary Bonus sation Awards Granted tion
Position Year (1) (2) (3) (4) (5) (6)
- ----------- ------ ------ ----- ------- ------ ------- ------
Kelly Fielder, 2003 $30,000 -- -- -- -- --
President and
Chief Executive
Officer since
December 2002
Robert Sawatsky, 2003 $ -- -- -- -- -- --
President and 2002 $ -- -- -- -- -- --
Chief Executive 2001 $1,500 -- -- -- -- --
Officer prior to
December 2002
(1) The dollar value of base salary (cash and non-cash) received or earned.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
(4) During the period covered by the foregoing table, the shares of restricted
stock issued as compensation for services. The table below shows the number
of shares of the Company's common stock owned by the officers listed above,
and the value of such shares as of March 31, 2003:
Name Shares Value
Kelly Fielder 4,900,170 $4,410,153
(5) The shares of common stock to be received upon the exercise of all stock
options granted during the period covered by the table
(6) All other compensation received that the Company could not properly report
in any other column of the table.
The Company's Board of Directors may increase the compensation paid to the
Company's officers depending upon the results of the Company's future
operations.
The Company has an Employment Agreement with Kelly Fielder. The Employment
Agreement provides that the Company will pay Mr. Fielder an annual salary of
$120,000 during the twelve months ending September 2004.
The following shows the amount which the Company expects to pay to its
officers during the twelve-month period ending December 31, 2003, and the time
which Mr. Fielder plans to devote to the Company's business.
Amount Paid During Time to be Devoted
Twelve Months Proposed to the Company's
Name Ended 3/31/03 Compensation Business
Kelly Fielder $ 30,000 $120,000 100%
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
The Company does not have a defined benefit, pension plan, profit sharing
or other retirement plan, although the Company may adopt one or more of such
plans in the future.
Compensation of Directors
Standard Arrangements. At present, the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company may adopt
a director compensation policy in the future. The Company has no standard
arrangement pursuant to which directors of the Company are compensated for any
services provided as a director or for committee participation or special
assignments.
Other Arrangements. During the year ended December 31, 2002, and except as
disclosed elsewhere in this registration statement, no director of the Company
received any form of compensation from the Company
Stock Option and Bonus Plans
The Company does not have any stock option or bonus plans.
Options Granted During Fiscal Year Ending March 31, 2003
None.
Option Exercises and Option Values
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table lists the share ownership of the Company's officers and
directors of each person known by the Company to be the beneficial owner of more
than 5% of the Company's outstanding common stock. Except as otherwise
indicated, the Company believes that the beneficial owners of the common stock
listed below, have sole investment and voting power with respect to such shares.
Number of Shares Percent of
Name Beneficially Owned Outstanding Shares
Kelly Fielder 4,900,170 18.7%
Spectrum Meditech Inc. (1) 3,062,606 11.7%
(1) Spectrum Meditech, Inc. is controlled by Kelly Fielder.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company acquired its license to the Needle-Ease device from Spectrum
Meditech Inc. Kelly Fielder, an officer, director and principal shareholder of
the Company, is also an officer, director and principal shareholder of Spectrum
Meditech Inc.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exh. # Description of Exhibit Page Number
3.1 Certificate of Incorporation *
3.3 Bylaws *
* Incorporated by referenced to the same exhibit filed with the Company's
registration statement on Form 10-SB.
Reports on Form 8-K
Date Filed Reason
2-18-03 Change in auditors
2-19-03 Letter from former auditors confirming disclosures in 8-K
filed on 2-18-03
ITEM 14. CONTROLS AND PROCEDURES
Kelly Fielder, the Company's Chief Executive and Financial Officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of a date within 90 days prior to the filing date of this report (the
"Evaluation Date") and in his opinion the Company's disclosure controls and
procedures ensure that material information relating to the Company, including
its consolidated subsidiaries, is made known to him by others within those
entities, particularly during the period in which this report is being prepared,
so as to allow timely decisions regarding required disclosure. To the knowledge
of Mr. Fielder there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the Company's
internal controls subsequent to the Evaluation Date. As a result, no corrective
actions with regard to significant deficiencies or material weakness in the
Company's internal controls were required.
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
PERIOD FROM INCEPTION
(JUNE 7, 1989)
TO MARCH 31, 2003
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
TABLE OF CONTENTS
Page
Independent Auditors' Reports 2-3
Consolidated Balance Sheets 4
Consolidated Statements of Operations 5
Consolidated Statements of Changes in Shareholders' 6 - 7
Deficit
Consolidated Statements of Cash Flows 8
Notes to Consolidated Financial Statements 9 - 13
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Travelshorts.com, Inc. and Subsidiary
(A Development Stage Company)
We have audited the accompanying consolidated balance sheet of Travelshorts.com,
Inc. and Subsidiary (a Company in the Development Stage) as of March 31, 2003,
and the related consolidated statements of operations, changes in shareholders'
deficit, and cash flows for the year then ended and the amounts for the year
ended March 31, 2003 included in the cumulative amounts for the period from
inception (June 7, 1989) through March 31, 2003. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of Travelshorts.com, Inc. as of March 31, 2002 were audited by other
auditors, whose report was dated May 3, 2002. Those statements included an
explanatory paragraph expressing substantial doubt about the Company's ability
to continue as a going concern.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Travelshorts.com, Inc. and
Subsidiary (a Company in the Development Stage) as of March 31, 2003, and the
results of their operations and their cash flows for the year then ended and the
amounts for the year ended March 31, 2003 included in the cumulative amounts for
the period from inception (June 7, 1989) through March 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations that raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in this regard are also discussed in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ SPICER, JEFFRIES & CO.
Denver, Colorado
July 11, 2003
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, March 31,
2003 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash $ 15, 412 $ 398
OTHER ASSETS:
Property and equipment - 6,130
License, net of accumulated amortization of $5,536
(Note 2) 269,428 -
---------- ---------
TOTAL ASSETS $ 284,840 $ 6,528
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses
Due to related parties (Note 4) $ 39,399 $ 1,500
Loans payable (Note 4) 973,891 51,845
Total current liabilities - 20,250
---------- ---------
SHAREHOLDERS' DEFICIT (Note 3): 1,013,290 73,595
---------- ---------
Common stock, $.001 par value, 50,000,000 shares
authorized, 25,579,705 and 16,098,500 shares
issued and outstanding, respectively 25,580 16,099
Additional paid-in capital 323,520 138,501
Deficit accumulated during the development stage (1,077,550) (221,667)
---------- ---------
Total shareholders'deficit (728,450) (67,067)
---------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 284,840 $ 6,528
========== =========
The accompanying notes are an integral part of these statements.
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Period From
Inception
Year Ended Year Ended (June 7,
March 31, March 31, 1989)
2003 2002 To March 31,
---- ---- 2003
----
REVENUE $ -- $ 2,731 $ 2,731
--------- --------- ----------
EXPENSES:
Salaries
Product development 30,000 - 30,000
Accounting and legal 10,000 6,691 53,963
Consulting 30,670 12,656 82,144
Investor relations 20,337 1,470 73,738
General and administrative 32,000 - 32,000
Imputed interest (Note 4) 46,475 5,189 94,560
Value of services donated by a related party 14,269 8,395 22,664
(Note 4) 10,790 17,280 28,070
Value of rent donated by a related party (Note 4) 1,125 1,800 2,925
------ ------ ------
Total expenses 195,666 53,481 420,064
------- ------ -------
NET LOSS $ (195,666) $ (50,750) $ (417,333)
========== ========== ==========
BASIC AND DILUTED LOSS PER COMMON SHARE:
Net loss per common share $ (0.01) $ *
========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 25,340,538 25,317,205
========== ==========
* less than $0.01 per share
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Deficit
Accumulated
Common Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
BALANCES, at inception (June 7, 1989) - $ - $ - $ -
Stock issued for services at
$.0003 7,500,000 7,500 (5 000) -
Net loss for the period from
inception to March 31, 1997 - - - (2,500)
--------- -------- -------- --------
BALANCES, March 31, 1997 7,500,000 7,500 (5,000) (2,500)
Sale of common stock for cash at
$.007 8,370,000 8,370 51,630 -
Net loss - - - (52,100)
--------- -------- -------- --------
BALANCES, March 31, 1998 15,870,000 15,870 46,630 (54,600)
Sale of common stock for cash at
$.045 258,000 258 11,242 -
Net loss - - - (21,400)
---------- -------- -------- --------
BALANCES, March 31, 1999 16,128,000 16,128 57,872 (76,000)
Sale of common stock for cash at
$.167 219,000 219 36,281 -
Net loss - - - (12,471)
---------- -------- -------- ----------
BALANCES, March 31, 2000 16,347,000 16,347 94,153 (88,471)
Sale of common stock for cash at 98,500 99 18,526 -
$.189
Stock cancelled and returned (300,000) (300) (1,700) -
Net loss - - - (82,446)
---------- -------- --------- ----------
BALANCES, March 31, 2001 16,145,500 16,146 110,979 (170,917)
Stock cancelled and returned (102,000) (102) 102 -
Stock reissued 55,000 55 (55) -
Donated capital (Note 4) - - 27,475 -
Net loss - - - (50,750)
---------- -------- ---------- ----------
BALANCES, March 31, 2002 16,098,500 16,099 138,501 (221,667)
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(Continued)
Deficit
Accumulated
Common Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
BALANCES, March 31, 2002 16,098,500 $ 16,099 $ 138,501 $ (221,667)
Acquisition of SETI 16,691,205 16,691 - (660,217)
Cancellation of shares (7,500,000) (7,500) - -
Issuance of shares in private
placement at $0.50 per share 290,000 290 144,710 -
Offering costs - - (6,000) -
Forgiveness of debt (Note 4) - - 20,250 -
Net loss - - - (195,666)
Donated capital (Note 4) - - 26,059 -
---------- --------- -------- ----------
BALANCES, March 31, 2003 25,579,705 $ 25,580 $ 323,520 $(1,077,550)
========== ========== ========== ===========
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period From
Inception
Year Ended Year Ended (June 7,
March 31, March 31, 1989)
2003 2002 To March 31,
---- ---- 2003
CASH FLOWS FROM OPERATING ACTIVITIES: ----
Net loss $ (195,666) $ (50,750) $ (417,333)
Adjustments to reconcile net loss to net cash
used in operating activities: 14,269 8,395 22,664
Imputed interest 7,069 2,041 11,151
Depreciation and amortization 4,597 - 4,597
Loss on disposal of assets 11,915 19,080 30,995
Value of services and amenities donated by
a related party 37,899 (5,242) 39,399
------ ------ ------
Increase (decrease) in accounts payable
and accrued expenses (119,917) (26,476) (308,527)
--------- -------- ---------
Net cash used in operating
activities
CASH FLOWS FROM INVESTING ACTIVITIES: - - (10,212)
Purchase of property and equipment -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan proceeds - - 20,250
Issuance of common stock and donated capital 139 000 - 266,125
Increase in due to (from) related party (4,069) 26,275 32,762
--------- -------- --------
Net cash provided by financing activities 134,931 26,275 319,137
------- ------ --------
NET INCREASE (DECREASE) IN CASH 15,014 (201) 398
CASH, beginning of period 398 599 -
------- ------ -------
CASH, end of period $ 15,412 $ 398 $ 398
=========== ======= ==========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Forgiveness of debt with settlement from
shareholder $ 20,250 $ - $ 20,250
=========== ======== ========
Acquisition of licensing agreement with
assumption of liabilities $ 274,964 $ - $ 274,964
============
Licensing agreement acquired $ 918,490 $ - $ 918,490
============ ======== ==========
Liabilities assumed
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization, Business and Going Concern
The Company was incorporated in Washington on June 7, 1989 under the name
P.L.D.F.E.T., Inc. On March 17, 2000, the Company changed its name to
Travelshorts.com, Inc. The Company is currently in the development stage.
On December 3, 2002 the Company acquired all of the issued and outstanding
shares of Sharps Elimination Technologies Inc. ("SETI") in exchange for
16,691,205 newly issued shares of the Company's common stock. Prior to the
acquisition, the Company was in the development stage, had no operations and was
considered a public shell. SETI was also a development stage company with no
operations, but having a licensing agreement for certain patented technology
(see Note 2). Accordingly, since SETI is not considered a business, the
transaction is not a business combination. Instead, the transaction is accounted
for as a recapitalization of the public shell and the issuance of stock by the
Company for the assets and liabilities of SETI. The value of the net assets of
SETI is the same as their historical book value, which included the licensing
agreement of $274,964 and liabilities assumed of $918,490. In addition, as part
of the acquisition, the former president returned 7,500,000 shares of the
Company's common stock to the Company and these shares were subsequently
cancelled.
The accompanying financial statements include the historical accounts of
Travelshorts.com, Inc. and the accounts of SETI since the December 3, 2002
(collectively, the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation.
The Company has incurred losses since inception that raise substantial doubt
about its ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on its ability to emerge from the
development stage with respect to its planned principal business activity,
attaining profitable operations and raising additional debt and/or equity
financing to fund its operations. Management's plan in this regard is to raise
additional funding through a private offering and bring its product to market.
The financial statements do not include any adjustment relating to the recovery
and classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should the Company discontinue operations.
Cash Equivalents
All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and
consisted of computer and video equipment. These assets were depreciated on a
straight-line basis using an estimated useful life of five years. Accumulated
depreciation was $4,082 at March 31, 2002. These assets were written off in
connection with the acquisition of SETI.
Product Development Costs
Product development costs are expensed as incurred.
Advertising
Advertising costs are expensed as incurred.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
the recoverability test is performed using undiscounted net cash flows estimated
to be generated by the asset.
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
License Agreement
The license agreement is being amortized on a straight-line basis over the life
of the license agreement, which expires in 2015.
Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated 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 in effect for the year in which those
temporary differences are expected to be recovered or settled.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Management believes that the estimates utilized in the
preparation of the consolidated financial statements are prudent and reasonable.
Actual results could differ from these estimates.
Fair Value of Financial Instruments
Substantially all of the Company's assets and liabilities are carried at fair
value or contracted amounts that approximate fair value. Estimates of fair value
are made at a specific point in time, based on relative market information and
information about the financial instrument, specifically, the value of the
underlying financial instrument. Assets consist of cash that is recorded at fair
value, and the license agreement, which is carried at the contracted amount.
Similarly, the Company's liabilities consist of short term liabilities recorded
at contracted amounts that approximate fair value.
Net Loss Per Share of Common Stock
Net loss per share of common stock is based on the weighted average number of
shares of common stock outstanding. Common stock equivalents are not included in
the weighted average as their effect would be anit-dilutive.
Recent Accounting Pronouncements
On March 31, 2002, the Company adopted SFAS 142, "Goodwill and Other Intangible
Assets", which requires the discontinuance of goodwill amortization and that it
be assessed for impairment on an annual basis or more frequently if impairment
indicators exist. The adoption of SFAS 142 did not have any effect on the
Company's financial position, results of operations or cash flows as the Company
has no recorded goodwill.
On March 31, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," ("SFAS 144"). SFAS 144 supercedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of," and
elements of APB 30, "Reporting the Results of Operations--Reporting the Effects
on Disposal of a Segment of a Business and Extraordinary, Unusual or
Infrequently Occurring Events and Transactions." SFAS 144 establishes a
single-accounting model for long-lived assets to be disposed of while
maintaining many of the provisions relating to impairment testing and valuation.
The adoption did not affect the Company's financial position or results of
operations.
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
Recent Accounting Pronouncements (cont'd)
In April 2002, Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections," was issued. This statement provides guidance on the
classification of gains and losses from the extinguishment of debt and on the
accounting for certain specified lease transactions. The adoption of this
statement did not impact the Company's financial position, results of operations
or cash flows.
Recent Accounting Pronouncements (continued)
In June 2002, Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities," ("SFAS 146") was issued.
This statement provides guidance on the recognition and measurement of
liabilities associated with disposal activities and is effective as of January
1, 2003. Under SFAS 146, companies will record the fair value of exit or
disposal costs when they are incurred rather than at the date of a commitment to
an exit or disposal plan. The adoption of SFAS 146 did not impact the Company's
financial position, results of operations or cash flows.
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Guarantees of Indebtedness of Others," ("FIN 45"). FIN 45 requires the
Company to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in the issuance of the guarantee. FIN 45 is
effective for guarantees issued or modified after December 31, 2002. The
disclosure requirements effective for the year ending March 31, 2003 expand the
disclosures required by a guarantor about its obligations under a guarantee. The
adoption of the disclosure requirements of this statement did not impact the
Company's financial position, results of operations or cash flows.
In December 2002, Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation -Transition and Disclosure," ("SFAS
148") was issued. SFAS 148 amends Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") to provide
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on the reported results. The provisions of SFAS 148 are effective for
financial statements for fiscal years ending after December 15, 2002 and interim
periods beginning after December 15, 2002. The adoption of the disclosure
requirements of this statement did not impact the Company's financial position,
results of operations or cash flows.
In December 2002, the Emerging Issues Task Force issued a consensus on Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables" (EITF 00-21). EITF
00-21 mandates how to identify whether goods or services or both that are to be
delivered separately in a bundled sales arrangement should be accounted for as
separate units of accounting.
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, "Consolidation of Variable Interest Entities," ("FIN 46"). The
interpretation provides guidance for determining when a primary beneficiary
should consolidate a variable interest entity, or equivalent structure, that
functions to support the activities of the primary beneficiary. The
interpretation is effective as of the beginning of the first interim or annual
reporting period beginning after June 15, 2003 for variable interest entities
created before February 1, 2003. The adoption of this statement is not expected
to impact the Company's financial position, results of operations or cash flows.
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 2 - LICENSE AGREEMENT
On November 12, 2001, SETI acquired from Spectrum Meditech Inc. ("Spectrum"), an
entity related to SETI, an exclusive license to the Needle-Ease(TM) technology.
The technology includes that disclosed in the patent held by Spectrum, as well
as blueprints, drawings, specifications, engineering data, engineering
calculations, processes, apparatuses, and parts relating to the Needle-Ease(TM)
product. Included as part of the license are the rights to use the
Needle-Ease(TM) trademarks and tradenames.
In consideration for the license, SETI agreed to:
o Pay Spectrum $300,000 no later than September 1, 2003.
o Pay Spectrum a royalty of $3.25 for each Needle-Ease(TM) unit sold by
SETI or any sublicensee of the Company, provided, however, that SETI,
beginning with the year ending December 31, 2004, agreed to pay
Spectrum royalties of not less than $100,000 per year.
o Issue to Spectrum 800,000 shares of SETI's common stock.
The Company, through its acquisition of the license agreement from SETI, may at
any time and upon five days notice to Spectrum acquire all rights to the
Needle-Ease(TM) technology by paying Spectrum $5,000,000. Upon payment of the
$5,000,000 all future royalties otherwise due Spectrum will terminate.
NOTE 3 - SHAREHOLDERS' EQUITY
In 1989, the Company issued 7,500,000 shares of common stock to its founders for
services rendered valued at $2,500.
The Company has sold the following shares of common stock since inception: year
ended March 31, 1998, 8,370,000 shares for proceeds of $60,000; year ended March
31, 1999, 258,000 shares for proceeds of $11,500; year ended March 31, 2000,
219,000 shares for proceeds of $36,500; year ended March 31, 2001, 98,500 shares
for proceeds of $18,625.
In January 2003, the Company began conducting a private offering of 5,000,000
units for $0.50 per unit. Each unit consists of one share of the Company's
common stock and one warrant to purchase one share of the Company's common stock
at an exercise price of $0.75 any time prior to January 1, 2004 and at an
exercise price of $1.00 at any time after December 31, 2003. The warrants expire
December 31, 2004. From December 2002 through March 31, 2003, the Company sold
290,000 units for proceeds of $139,000, net of offering costs of $6,000.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of March 31, 2002, the former President of the Company had advanced the
Company a total of $51,845. Prior to the acquisition of SETI, these advances
increased to $60,845. These advances were unsecured, non-interest bearing and
due on demand. During the years ended March 31, 2003 and 2002, respectively,
imputed interest of $5,875 and $5,328 was charged to operations with a
corresponding credit to additional paid-in capital. In connection with the
acquisition of SETI, these amounts were assigned to the new President of the
Company. During the years ended March 31, 2003 and 2002, respectively,
consulting services of $10,790 and $17,280 and rent of $1,125 and $1,800,
contributed by the former president, were charged to operations with a
corresponding credit to additional paid-in capital.
TRAVELSHORTS.COM, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 4 - RELATED PARTY TRANSACTIONS (continued)
Loans payable to shareholders in the amount of $20,250 were unsecured,
non-interest bearing and due on demand. During the years ended March 31, 2003
and 2002, respectively, imputed interest of $2,044 and $3,067 was charged to
operations with a corresponding credit to additional paid-in capital. In
connection with the acquisition of SETI, the loans were forgiven by the
shareholders, and the amount was charged to additional paid-in capital.
The Company has an employment agreement with its president providing for an
annual salary of $120,000. Pursuant to this agreement, as of March 31, 2003,
$30,000 has been accrued and charged to operations. As of March 31, 2003, the
Company's president is owed $673,891 relating to amounts assumed by the Company
at the acquisition of SETI and subsequent advances made to the Company. These
amounts have no due date and are non-interest bearing. During the year ended
March 31, 2003, interest of $6,350 has been imputed at prime plus 1% and charged
to operations with a corresponding credit to additional paid-in capital.
NOTE 5 - INCOME TAXES
At March 31, 2003, the Company had an unused net operating loss carryforward of
approximately $414,000 for income tax purposes, which expires through 2023.
However, the ability to utilize such losses to offset future taxable income is
subject to various limitations imposed by the rules and regulations of the
Internal Revenue Service. This net operating loss carryforward may result in
future income tax benefits of approximately $141,000; however, because
realization is uncertain at this time, a valuation reserve in the same amount
has been established. Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets as
of March 31, 2003 and 2002 are as follows:
2003 2002
Deferred tax liabilities $ - $ -
========= ==========
Deferred tax assets:
Net operating loss carryforwards $ 141,000 $ 74,000
Valuation allowance for deferred tax
assets (141,000) (74,000)
-------- ----------
$ - -
========= ==========
The valuation allowance for deferred tax assets was increased by $67,000 and
$17,000 during 2003 and 2002.
NOTE 6 - SUBSEQUENT EVENT (unaudited)
In June 2003 the Company agreed to acquire all of the capital stock of Sure-Way
Systems, Inc. ("SWS") in exchange for 8,350,000 shares of the Company's common
stock. The Company's acquisition of SWS is contingent, among other things, upon
the Company receiving gross proceeds of at least $34,000,000 from the sale of
its securities no later than October 1, 2003.
SWS offers complete medical waste collection, transportation and disposal
services including its proprietary needle and syringe sharps disposal system.
SWS also offers confidential record shredding, and silver recovery from
healthcare and commercial x-ray films, x-ray machines and commercial photography
labs.
SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 15th day of July 2003.
TRAVELSHORTS.COM, INC., d/b/a SHARPS
ELIMINATION TECHNOLOGIES, INC.
By /s/ Kelly Fielder
----------------------------------------
Kelly Fielder, Chief Executive and
Financial Officer
Pursuant to the requirements of the Securities Act of l934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Title Date
/s/ Kelly Fielder
Kelly Fielder Director July 15, 2003
CERTIFICATION
In connection with the Annual Report of Travelshorts.com, Inc. (the
"Company") on Form 10-KSB for the year ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Kelly
Fielder, the Chief Executive and Financial Officer of the Company, certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects the financial condition and results of the Company.
Date: July 15, 2003
By: /s/ Kelly Fielder
Kelly Fielder, Chief Executive and
Financial Officer
CERTIFICATION PURSUANT TO THE
SARBANES-OXLEY ACT
I, Kelly Fielder, the Chief Executive Officer of Travelshorts.com, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-KSB of Travelshorts.com, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 15, 2003 By: /s/ Kelly Fielder
-------------------------
Kelly Fielder, Chief Executive Officer
CERTIFICATION PURSUANT TO THE
SARBANES-OXLEY ACT
I, Kelly Fielder, the Chief Financial Officer of Travelshorts.com, Inc., certify
that:
1. I have reviewed this annual report on Form 10-KSB of Travelshorts.com, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 15, 2003 By: /s/ Kelly Fielder
-------------------------
Kelly Fielder, Chief Executive Officer