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AtheroNova Inc. 10-K 2009 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-K
Commission
file number: 000-52315
TRIST
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Registrant’s
telephone number, including area code:
(818)
464-1614
Securities
registered pursuant to Section 12(b) of the Act:
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.0001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act. Yes No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes No x
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 x
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.
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):
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act). Yes x
No
At March
9, 2009, the there was no aggregate market value of the voting common stock held
by non-affiliates of the Registrant (without admitting that any person whose
shares are not included in such calculation is an affiliate) due to the lack of
trading. At March 9, 2009, there were 89,239,920 shares of the
Registrant’s common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
FORWARD-LOOKING
STATEMENTS>
This report includes forward-looking
statements with-in the meaning of Section 27A of the Securities Act (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). We have based these statements on our beliefs
and assumptions, based on information currently available to us. These
forward-looking statements are subject to risks and uncertainties.
Forward-looking statements include the information concerning our possible or
assumed future results of operations, our total market opportunity and our
business plans and objectives set forth under the sections entitled "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Forward-looking statements are not
guarantees of performance. Our future results and requirements may differ
materially from those described in the forward-looking statements. Many of the
factors that will determine these results and requirements are beyond our
control. In addition to the risks and uncertainties discussed in "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," investors should consider those discussed under "Risk Factors" and,
among others, the following:
Since the sale of substantially all of
our assets, we are a non-operating company and are seeking a suitable
transaction with a private company; however we may not find a suitable candidate
or transaction. If we are unable to consummate a suitable transaction
we will be forced to liquidate and dissolve, which will take three years to
complete and may result in our distributing less cash to our
stockholders. Additionally, we will be spending cash during the
winding down of the Company and may not have enough cash to distribute to our
stockholders.
These forward-looking statements speak
only as of the date of this report. We do not intend to update or revise any
forward-looking statements to reflect changes in our business anticipated
results of our operations, strategy or planned capital expenditures, or to
reflect the occurrence of unanticipated events.
PART
I
Item 1. Description of Business
General
Trist
Holdings, Inc., (“Trist,” “Company,” “we,” “us,” or “our”) was 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 Landbank, LLC
(“LLC”), a company organized in the State of California in December 2004, and
$140,000 in cash. iStorage changed its name to Landbank Group, Inc. on January
27, 2006. The former members of LLC became approximately 90% owners
of the Company.
The
exchange of shares with Landbank, LLC was accounted for as a reverse acquisition
under the purchase method of accounting since the stockholders of Landbank, LLC
obtained control of the entity. Accordingly, the merger of the two companies was
recorded as a recapitalization of LLC, where as LLC was treated as the
continuing entity. 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 closed the transactions with Landbank Acquisition LLC
(“Investor”) and Family Products LLC, a member of Investor. The following
transactions (the “Transactions”) occurred at the closing: (1) we
transferred ownership of LLC to Investor (the “LLC Transfer”), (2) we issued
79,311,256 new shares of common stock to Investor to increase Investor’s current
equity holdings in Company of approximately fifty-five percent (55%) to
approximately ninety-five percent (95%) (the “Share Issuance”), (3) Investor
agreed to provide full indemnity us for LLC’s prior operations and liabilities,
(4) LLC assigned $500,000 in debt to Company which was owed to
Investor (the “Note Assignment”), (5) LLC retained approximately $500,000
in debt owed to third parties and approximately $2.5 million in debt owed to
Investor, and (6) we retained approximately $5,000 in cash for our working
capital.
As the
Transactions were among related parties, no gain or loss was recorded on the
disposal of Landbank, LLC.
Pursuant
to the Transactions, on December 31, 2007, we changed our name to ‘Trist
Holdings, Inc.’. The authorized shares capital was also increased from
100,000,000 shares to 2,000,000,000 shares.
Since the
closing of the Transactions, we have been 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.
Competition
Our
primary goal is the acquisition of a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company faces
vast competition from other shell companies with the same objectives. The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Patent
and Trademarks
We
currently do not own any patents, trademarks or licenses of any
kind.
Government
Regulations
There are
no government approvals necessary to conduct our current business.
Employees
The
Company currently has no employees. The Company engages the services of
independent consultants to assist it with management.
Item 1A. Risk Factors
The following important factors, and
the important factors described elsewhere in this report or in our other filings
with the SEC, could affect (and in some cases have affected) our results and
could cause our results to be materially different from estimates or
expectations. Other risks and uncertainties may also affect our
results or operations adversely. The following and these other risks
could materially and adversely affect our business, operations, results or
financial condition.
We
have a history of net losses and will not achieve or maintain
profitability.
We have a history of incurring losses
from operations. As of December 31, 2008, we had an accumulated deficit of
approximately $2,445,847, of which approximately $2,254,577 was incurred prior
to the sale of our business. We anticipate that our existing cash and
cash equivalents will not be sufficient to fund our business
needs. We will rely on funding from Investor for our cash
needs. Our ability to continue may prove more expensive than we
currently anticipate and we may incur significant additional costs and expenses
in connection with seeking a suitable transaction.
We
are a non-operating company seeking a suitable transaction and may not find a
suitable candidate or transaction.
Since the sale of substantially all of
our assets to Clarient, we are a non-operating company and are seeking a
suitable transaction with a private company; however, we may not find a suitable
candidate or transaction. If we are unable to consummate a suitable
transaction we will be forced to liquidate and dissolve which will take three
years to complete and may result in our distributing less cash to our
shareholders. Additionally, we will be spending cash during the
winding down of the Company and may not have enough cash to distribute to our
shareholders.
We
cannot assure you of the exact amount or timing of any future distribution to
our stockholders.
The precise nature, amount and timing
of any future distribution to our stockholders will depend on and could be
delayed by, among other things, the opportunities for a private company
transaction, administrative and tax filings during or associated with our
seeking a private company transaction or any subsequent dissolution, potential
claim settlements with creditors, and unexpected or greater than expected
operating costs associated with any potential private company transaction or any
subsequent liquidation. Furthermore, we cannot provide any assurances that we
will actually make any distributions. Any amounts we actually
distribute to our stockholders may be less than the price or prices at which our
common stock has recently traded or may trade in the future.
We
will continue to incur claims, liabilities and expenses that will reduce the
amount available for distribution to stockholders.
Claims,
liabilities and expenses incurred while seeking a private company transaction or
any subsequent dissolution, such as legal, accounting and consulting fees and
miscellaneous office expenses, will reduce the amount of assets available for
future distribution to stockholders. If available cash and amounts received on
the sale of non-cash assets are not adequate to provide for our obligations,
liabilities, expenses and claims, we may not be able to distribute meaningful
cash, or any cash at all, to our stockholders.
We
will continue to incur the expenses of complying with public company reporting
requirements.
We have
an obligation to continue to comply with the applicable reporting requirements
of the Securities Exchange Act of 1934, as amended, even though compliance with
such reporting requirements is economically burdensome.
In
the event of liquidation, our Board of Directors may at any time turn management
of the liquidation over to a third party, and our directors may resign from our
board at that time.
If we are
unable to find or consummate a suitable private company transaction, our
directors may at any time turn our management over to a third party to commence
or complete the liquidation of our remaining assets and distribute the available
proceeds to our stockholders, and our directors may resign from our board at
that time. If management is turned over to a third party and our directors
resign from our board, the third party would have sole control over the
liquidation process, including the sale or distribution of any remaining
assets.
If
we are deemed to be an investment company, we may be subject to substantial
regulation that would cause us to incur additional expenses and reduce the
amount of assets available for distribution.
If we
invest our cash and/or cash equivalents in investment securities, we may be
subject to regulation under the Investment Company Act of 1940. If we are deemed
to be an investment company under the Investment Company Act because of our
investment securities holdings, we must register as an investment company under
the Investment Company Act. As a registered investment company, we would be
subject to the further regulatory oversight of the Division of Investment
Management of the Securities and Exchange Commission, and our activities would
be subject to substantial regulation under the Investment Company Act.
Compliance with these regulations would cause us to incur additional expenses,
which would reduce the amount of assets available for distribution to our
stockholders. To avoid these compliance costs, we intend to invest our cash
proceeds in money market funds and government securities, which are exempt from
the Investment Company Act but which currently provide a very modest
return.
If
we fail to create an adequate contingency reserve for payment of our expenses
and liabilities, in the event of dissolution, our stockholders could
be held liable for payment to our creditors of each such stockholder’s pro rata
share of amounts owed to the creditors in excess of the contingency reserve, up
to the amount actually distributed to such stockholder.
In the event of dissolution or a
distribution of substantially all our assets, pursuant to the Delaware General
Corporation Law, we will continue to exist for three years after the dissolution
became effective or for such longer period as the Delaware Court of Chancery
shall direct, for the purpose of prosecuting and defending suits against us and
enabling us gradually to close our business, to dispose of our property, to
discharge our liabilities and to distribute to our stockholders any remaining
assets. Under the Delaware General Corporation Law, in the event we fail to
create an adequate contingency reserve for payment of our expenses and
liabilities during this three-year period, each stockholder could be held liable
for payment to our creditors of such stockholder’s pro rata share of amounts
owed to creditors in excess of the contingency reserve, up to the amount
actually distributed to such stockholder.
However, the liability of any
stockholder would be limited to the amounts previously received by such
stockholder from us (and from any liquidating trust or trusts) in the
dissolution. Accordingly, in such event a stockholder could be required to
return all distributions previously made to such stockholder. In such event, a
stockholder could receive nothing from us under the plan of dissolution.
Moreover, in the event a stockholder has paid taxes on amounts previously
received, a repayment of all or a portion of such amount could result in a
stockholder incurring a net tax cost if the stockholder’s repayment of an amount
previously distributed does not cause a commensurate reduction in taxes payable.
There can be no assurance that any contingency reserve established by us will be
adequate to cover any expenses and liabilities.
Primarily as a result of our recurring
losses and our lack of liquidity, the Company received a report from our
independent auditors that includes an explanatory paragraph describing the
substantial uncertainty as to our ability to continue as a going concern for the
year ended December 31, 2008.
Any
future sale of a substantial number of shares of our common stock could depress
the trading price of our common stock, lower our value and make it more
difficult for us to pursue or consummate a private company
transaction.
Any sale of a substantial number of
shares of our common stock (or the prospect of sales) may have the effect of
depressing the trading price of our common stock. In addition, these sales could
lower our value and make it more difficult for us to engage in a private company
transaction. Further, the timing of the sale of the shares of our common stock
may occur at a time when we would otherwise be able to engage in a private
company transaction on terms more favorable to us.
Our
stock price is likely to be highly volatile because of several factors,
including a limited public float.
The market price of our stock is likely
to be highly volatile because there has been a relatively thin trading market
for our stock, which causes trades of small blocks of stock to have a
significant impact on our stock price. You may not be able to resell our common
stock following periods of volatility because of the market's adverse reaction
to volatility.
Other factors that could cause such
volatility may include, among other things:
Because
our common stock is considered a "penny stock" any investment in our common
stock is considered to be a high-risk investment and is subject to restrictions
on marketability.
Our common stock is currently traded on
the OTC Bulletin Board and is considered a "penny stock." The OTC Bulletin Board
is generally regarded as a less efficient trading market than the NASDAQ Capital
Market.
The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the SEC, which specifies
information about penny stocks and the nature and significance of risks of the
penny stock market. The broker-dealer also must provide the customer with bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and any salesperson in the transaction, and monthly account statements
indicating the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that, prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our common stock.
Since our common stock is subject to
the regulations applicable to penny stocks, the market liquidity for our common
stock could be adversely affected because the regulations on penny stocks could
limit the ability of broker-dealers to sell our common stock and thus your
ability to sell our common stock in the secondary market. There is no
assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any
exchange, even if eligible.
We
have additional securities available for issuance, including preferred stock,
which if issued could adversely affect the rights of the holders of our common
stock.
Our articles of incorporation authorize
the issuance of 2,000,000,000 shares of common stock. The common
stock and the preferred stock can be issued by, and the terms of the preferred
stock, including dividend rights, voting rights, liquidation preference and
conversion rights can generally be determined by, our board of directors without
stockholder approval. Any issuance of preferred stock could adversely affect the
rights of the holders of common stock by, among other things, establishing
preferential dividends, liquidation rights or voting powers. Accordingly, our
stockholders will be dependent upon the judgment of our management in connection
with the future issuance and sale of shares of our common stock and preferred
stock, in the event that buyers can be found therefore. Any future issuances of
common stock or preferred stock would further dilute the percentage ownership of
our Company held by the public stockholders.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The
Company's principal office is located in Van Nuys, California. The Company
shares this address, with its approximately 21,000 square feet of office space,
at no charge to the Company with Investor. The Company estimates that it uses
approximately 100 square feet of office space at this facility, with the
estimated monthly rent value being approximately $250, which the Company does
not deem as material.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security
Holders
None
PART II>
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
Market
Prices
The
shares of our common stock have been listed and principally quoted on the OTC
Bulletin Board under the trading symbol “TRHI”
The
following table sets forth, for the fiscal quarters indicated, the high and low
sale price for our common stock, as reported on the OTC Bulletin
Board.
Holders
As of January 19, 2009, there were
approximately 18 registered holders of record of the Company's Common
Stock.
Dividends
The
Company has not paid any cash dividends to date, and it has no intention of
paying any cash dividends on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of the
Company’s Board of Directors and to certain limitations imposed under the
California Statutes. The timing, amount and form of dividends, if any, will
depend upon, among other things, the Company’s results of operation, financial
condition, cash requirements, and other factors deemed relevant by the Board of
Directors.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company does not have any equity compensation plans or any individual
compensation arrangements with respect to its common stock. The issuance of any
of our common is within the discretion of our Board of Directors, which has the
power to issue any or all of our authorized but unissued shares without
stockholder approval.
Recent
Sale of Unregistered Securities
None
Issuer
Purchases of Equity Securities
None
Item 6. Selected Financial Data
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be
read in conjunction with the Financial Statements and notes
thereto included in Item 8 of Part II of this Annual Report on Form
10-K.
Overview
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 it ceased operations
on February 25, 1999 when it forfeited its charter for failure to designate a
registered agent. We remained dormant until 2004 when it renewed its 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. We subsequently changed its name to Landbank
Group, Inc., on January 27, 2006, following the acquisition of Landbank, LLC, a
California limited liability company (“LLC”). We previously engaged
in business through LLC which 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 all of its respective rights in and to LLC and
its business and changed its name to Trist Holdings, Inc. As a result of
such transfer, we are a non-operating public company and our operating results
through December 31, 2007 are not meaningful to our future results. We seek
suitable candidates for a business combination with a private
company.
We currently not engage in any business
activities that provide cash flow. During the next twelve months we
anticipate incurring costs related to:
(i)
filing Exchange Act reports, and
(ii) investigating,
analyzing and consummating an acquisition.
We
anticipate that our existing cash and cash equivalents will not be sufficient to
fund our business needs. We will rely on funding from Investor for
our cash needs. We are seeking
out suitable
candidates for a business combination with a private company. Our ability
to continue may prove more expensive than we currently anticipate and we may
incur significant additional costs and expenses in connection with seeking a
suitable transaction..
Recently Issued Accounting
Pronouncements
Refer to
Note 1 to the financial statements for a complete description of recent
accounting standards which we have not yet been required to implement and may be
applicable to our operation, as well as those significant accounting standards
that have been adopted during 2008.
Critical Accounting
Policies
The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires management
to make estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of expenses during the
reporting period. On an ongoing basis, we evaluate our estimates which are based
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. The result of these evaluations forms the
basis for making judgments about the carrying values of assets and liabilities
and the reported amount of expenses that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions. The following accounting policies require significant management
judgments and estimates:
We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. There can be no assurance that
actual results will not differ from these estimates.
Certain
reclassifications have been made to the prior fiscal year amounts disclosed in
the financial statements to conform to the presentation for the fiscal year
ended December 31, 2008. These reclassifications had no effect on the reported
net loss or stockholders’ equity.
Fiscal Year 2008 Compared to
Fiscal Year 2007
Results from
Operations
The
information below represents our historical numbers. These numbers
are not meaningful going forward due to the sale of all of our business
lines.
Revenues
Revenues
were zero for the years ended December 31, 2008 and 2007,
respectively.
Cost
of Sales
Cost of
sales was zero for the years ended December 31, 2008 and 2007,
respectively.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses were $144,763 and $180,007 for the years
ended December 31, 2008 and 2007, respectively. The decrease in
selling, general and administrative expenses was due to less operating
activities.
Discontinued
Operations
Loss from
discontinued operations was zero and $874,700 in the years ended December 31,
2008 and 2007, respectively.
Interest
Expense and Other, Net
Interest
expense and other, net was $45,707 and zero in the years ended December
31, 2008 and 2007, respectively. The increase of $45,707 was due to
the note payable which accrued interest in 2008.
Liquidity and Capital
Resources
Net cash used in operating activities
was zero and $529,743 in the years ended December 31, 2008 and 2007,
respectively. The decrease was primarily due to a decrease in loss
attributable to the prior operations of the divested
subsidiary.
Net cash provided by investing
activities was zero and 270,790 in 2008 and 2007, respectively.
Net cash provided by financing
activities was zero and $263,953 in 2008 and 2007, respectively. In
2007, the funds were borrowed from our divested subsidiary..
We have
suffered recurring losses from operations and have an accumulated deficit of
$2,445,847 and $2,254,577 in 2008 and 2007, respectively. Currently,
we are a non-operating public company. We are seeking out suitable candidates
for a business combination with a private company. We anticipate that our
existing cash and cash equivalents will not be sufficient to fund our business
needs. We will rely on funding from Investor for our cash
needs. Our ability to continue may prove more expensive than we
currently anticipate and we may incur significant additional costs and expenses
in connection with seeking a suitable transaction.
Going Concern
Uncertainties
As of the date of this annual report,
there is doubt regarding our ability to continue as a going concern as we have
not generated sufficient cash flow to fund our business operations and loan
commitments. Our future success and viability, therefore, are
dependent upon our ability to generate capital financing. The failure
to generate sufficient revenues or raise additional capital may have a material
and adverse effect upon the Company and our shareholders.
Capital
Expenditures
None
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Off-Balance Sheet
Arrangements
As
of December 31, 2008, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
TRIST
HOLDINGS, INC.
(Formally
Known as LandBank Group, Inc. and Subsidiary)
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors and Stockholders of Trist Holdings, Inc.
We have
audited the accompanying balance sheets of Trist Holdings, Inc. as of December
31, 2008 and 2007, and the related statements of operations,
shareholders’deficit, and cash flows for the years ended December 31, 2008 and
2007. 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 audits.
We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). 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
audits provide 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 Trist Holdings, Inc. as of December
31, 2008 and 2007, and the results of its operations and cash flows for the
years ended December 31, 2008 and 2007 in conformity with accounting
principles generally accepted in the United States of America.
The
Company’s financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The company has an accumulated deficit of $2,445,847 at December 31,
2008 including a net loss of $191,270 during the year ended December 31, 2008.
These factors as discussed in Note 6 to the financial statements, raises
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 6. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/
Kabani & Company, Inc.
CERTIFIED
PUBLIC ACCOUNTANTS
Los
Angeles, California
March 5,
2009
TRIST HOLDINGS, INC.
(FORMALLY
KNOWN AS LANDBANK GROUP, INC. AND SUBSIDIARY)
NOTES
TO FINANCIAL STATEMENTS
YEARS
ENDED DECEMBER 31, 2008 AND 2007
NOTE
1. Nature of business and significant accounting
policies
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 Landbank, LLC
(“LLC”), a company organized in the State of California in December 2004, and
$140,000 in cash. iStorage changed its name to Landbank Group, Inc. on January
27, 2006. The former members of LLC became approximately 90% owners
of the Company.
The
exchange of shares with Landbank, LLC was accounted for as a reverse acquisition
under the purchase method of accounting since the stockholders of Landbank, LLC
obtained control of the entity. Accordingly, the merger of the two companies was
recorded as a recapitalization of LLC, where as LLC was treated as the
continuing entity. 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 closed the transactions with Landbank Acquisition LLC
(“Investor”) and Family Products LLC, a member of Investor. Pursuant to the
Agreement, the following transactions (the “Transactions”) occurred at the
closing: (1) we transferred ownership of LLC to Investor (the “LLC
Transfer”), (2) we issued 79,311,256 new shares of common stock to Investor to
increase Investor’s current equity holdings in Company of approximately
fifty-five percent (55%) to approximately ninety-five percent (95%) (the “Share
Issuance”), (3) Investor agreed to provide full indemnity to us for LLC’s prior
operations and liabilities, (4) LLC assigned $500,000 in debt to Company
which was owed to Investor (the “Note Assignment”), (5) LLC retained
approximately $500,000 in debt owed to third parties and approximately $2.5
million in debt owed to Investor, and (6) we retained approximately $5,000 in
cash for our working capital.
As the
Transactions were among related parties, no gain or loss was recorded on the
disposal of Landbank, LLC.
Pursuant
to the Transactions, on December 31, 2007, we changed our name to ‘Trist
Holdings, Inc.’. The authorized shares capital was also increased from
100,000,000 shares to 2,000,000,000 shares.
Since the
closing of the Transactions, we have been 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.
SFAS 123(R) provides that income tax
effects of share-based payments are recognized in the financial statements for
those awards that will normally result in tax deduction under existing law.
Under current U.S. federal tax law, the Company would receive a compensation
expense deduction related to non-qualified stock options only when those options
are exercised and vested shares are received. Accordingly, the financial
statement recognition of compensation cost for non-qualified stock options
creates a deductible temporary difference which results in a deferred tax asset
and a corresponding deferred tax benefit in the income statement. The Company
does not recognize a tax benefit for compensation expense related to incentive
stock options unless the underlying shares are disposed in a disqualifying
disposition.
Recently Issued
Accounting Pronouncements —
· Acquisition
costs are generally expensed as incurred;
· Noncontrolling
interests (formerly known as “minority interests” – see SFAS 160 discussion
below) are valued at fair value at the acquisition date;
· Acquired
contingent liabilities are recorded at fair value at the acquisition date and
subsequently measured at either the higher of such amount or the amount
determined under existing guidance for non-acquired contingencies;
· In-process
research and development are recorded at fair value as an indefinite-lived
intangible asset at the acquisition date;
· Restructuring
costs associated with a business combination are generally expensed subsequent
to the acquisition date; and
· Changes
in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally affect income tax expense.
SFAS 141R
also includes a substantial number of new disclosure requirements. SFAS 141R
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. Earlier adoption is prohibited. Accordingly, since
we are a calendar year-end company we recorded and disclosed business
combinations following existing GAAP until January 1, 2009. We expect SFAS
141R will have an impact on accounting for business combinations once adopted
but the effect is dependent upon acquisitions at that time.
Noncontrolling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51->In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS
160”). SFAS 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Specifically, this statement requires the recognition of a
noncontrolling interest (minority interest) as equity in the consolidated
financial statements and separate from the parent’s equity. The amount of net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement. SFAS 160 clarifies
that changes in a parent’s ownership interest in a subsidiary that do not result
in deconsolidation are equity transactions if the parent retains its controlling
financial interest. In addition, this statement requires that a parent recognize
a gain or loss in net income when a subsidiary is deconsolidated. Such gain or
loss will be measured using the fair value of the noncontrolling equity
investment on the deconsolidation date. SFAS 160 also includes expanded
disclosure requirements regarding the interests of the parent and its
noncontrolling interest. SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Like SFAS 141R discussed above, earlier adoption is prohibited. The Company does
not expect the adoption of SFAS No. 160 to have a material impact on the
financial statements.
In March
19, 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. Currently
the Company does not carry any derivative instruments and the adoption of this
statement may not have any effect on the financial statements.
In May
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will impact its
financial statements.
In May
2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60”. The scope of the
statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.
On
December 30, 2008 FASB issued FIN 48-3, “Effective Date of FASB Interpretation
No. 48 for Certain Nonpublic Enterprises”. This FSP defers the effective date of
FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, for certain non-public enterprises as defined in paragraph 289, as
amended, of FASB Statement No. 109, Accounting for Income Taxes,
including non-public not-for-profit organizations. However, non-public
consolidated entities of public enterprises that apply U. S. GAAP are not
eligible for the deferral. Nonpublic enterprises that have applied the
recognition, measurement, and disclosure provisions of Interpretation 48 in a
full set of annual financial statements issued prior to the issuance of this FSP
also are not eligible for the deferral. This FSP shall be effective upon
issuance. The Company does not believe this pronouncement will impact its
financial statements.
On
January 12, 2009 FASB issued FSP EITF 99-20-01, “Amendment to the Impairment
Guidance of EITF Issue No. 99-20”. This FSP amends the impairment guidance in
EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to be Held
by a Transferor in Securitized Financial Assets,” to achieve more consistent
determination of whether an other-than-temporary impairment has occurred. The
FSP also retains and emphasizes the objective of an other-than-temporary
impairment assessment and the related disclosure requirements in FASB Statement
No. 115, Accounting for
Certain Investments in Debt and Equity Securities, and other related
guidance. The FSP shall be effective for interim and annual reporting periods
ending after December 15, 2008, and shall be applied prospectively.
Retrospective application to a prior interim or annual reporting period is not
permitted. The Company does not believe this pronouncement will impact its
financial statements.
NOTE
2 - Discontinued operations
On
December 31, 2007, we closed the transactions contemplated under the Securities
Exchange Agreement dated October 31, 2007 with Landbank Acquisition LLC
(“Investor”) and Family Products LLC, a member of Investor, who is a party to
the Agreement for the limited purpose of providing indemnification to the
Company thereunder. At the time the Agreement was executed, and
immediately prior to the closing of the transaction contemplated therein,
Investor was the owner of 55% of our outstanding capital stock.
Pursuant
to the Agreement, the following transactions occurred at the
closing: (1) we transferred ownership of LLC to Investor, (2) we
issued 79,311,256 new shares of common stock to Investor to increase Investor’s
current equity holdings in Company of approximately fifty-five percent (55%) to
approximately ninety-five percent (95%), (3) Investor agreed to provide full
indemnity to us for LLC’s prior operations and liabilities, (4) LLC
assigned $500,000 in debt to Company which was owed to Investor, (5) LLC
retained approximately$500,000 in debt owed to third parties and approximately
$2.5 million in debt owed to Investor, and (6) we retained approximately$5,000
in cash for our working capital.
In
connection with the debt assignment, we entered into a note assignment with LLC
and Investor and issued a demand promissory note to Investor in the principal
amount of $500,000.
Investor
and the Company also entered into a Registration Rights Agreement between them
at the closing (the “Registration Rights Agreement”) pursuant to which the
Investor received certain demand and piggyback registration rights with respect
to the shares received in the Share Issuance.
The
consummation of the Transactions was subject to the receipt of customary closing
conditions, each of which occurred prior to the closing, including approval of
the LLC Transfer by the Corporation’s stockholders and the amendment of our
Certificate of Incorporation to change our name and to increase the number of
authorized shares of Common Stock from 100,000,000 to
2,000,000,000.
The
components of loss from operations related to the entity held for disposal for
the year ended December 31, 2007 are shown below.
NOTE
3 - Note Payable to Related Party
On
December 31, 2007, we executed a Demand Promissory Note (the “Note”) payable to
Landbank Acquisition LLC, $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 is related to the Company through
common major shareholders. The Note is due on demand. This Note was delivered in
connection with the LLC Transfer as described in Note 2. We recorded
an interest expense of $45,707 and zero for the years ended December 31, 2008
and 2007,
respectively. The accrued interest, at December 31, 2008 and 2007
amounted to $45,707 and zero, respectively, was included as part of amount due
to related party.
NOTE
4 – Related-party transactions
Effective
September 24, 2007, the Board of Directors (the “Board”) of Landbank Group, Inc.
(the "Company") appointed Eric Stoppenhagen as Interim President and Secretary
of the Company to fill the vacancies created upon the resignations of certain of
its officers effective the same date. Additionally, Mr. Stoppenhagen
was also appointed Interim Chief Financial Officer of the Company effective
November 15, 2007 in light of the current Chief Financial Officer’s
resignation.
On
September 27, 2007, the Company entered into a Consulting Agreement with Venor
Consulting, Inc. (“Venor”), a company owned by Mr. Stoppenhagen. Under the
terms of the consulting agreement, Venor will perform certain consulting
services for the Company with respect to, among other things, the provision of
executive services (including, without limitation, the services of Mr. Eric
Stoppenhagen, the Company's Interim President and Secretary) for a period of
nine months. The Company will pay Venor a monthly fee for certain of
the services to be provided, with additional services to be billed at an hourly
rate. The Company recorded $48,000 in consulting expenses and continued to
subscribe the services from Venor Consulting, Inc. on the month to month basis
after the expiration of the contract.
NOTE
5 – 2006 Stock Incentive Plan
We have
elected to adopt the detailed method provided in SFAS No. 123(R) for calculating
the beginning balance of the additional paid-in capital pool (“APIC pool”)
related to the tax effects of employee stock-based compensation, and to
determine the subsequent impact on the APIC pool and Statements of Cash Flows of
the income tax effects of employee stock-based compensation awards that are
outstanding upon the adoption of SFAS No. 123(R).
On March
13, 2007, we granted an option to its prior Chief Financial Officer (“CFO”) to
purchase 100,000 shares of our common stock at an exercise price of $0.02 per
share. The option vests over a four (4) year period, with 25 % vesting of the
shares vesting on March 12, 2008 and the remaining shares vesting at 1/48th per
month thereafter until the option is vested and exercisable with respect to 100%
of the shares. The term of the option is ten (10) years, with an expiration date
of March 12, 2017. The option grant was valued at $2,000 as of the date of grant
using the Black-Sholes option pricing model in accordance with FAS 123R using
the following assumptions: volatility of 469.34%, Wall Street Journal prime
interest rate of 4.69%, zero dividend yield, and an expected life of four (4)
years. We expensed the entire $2,000 value of the option during the three month
period ended March 31, 2007.
On August
10, 2007, we terminated all of its option grants, which consisted of grants to
four (4) of our five (5) Board members and its Chief Financial
Officer.
NOTE
6 - Going Concern
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
company as a going concern. However, we have an accumulated deficit of
$2,445,847 as of December 31, 2008. Our total liabilities exceeded its total
assets by $682,529 as of December 31, 2008. In view of the matters described
above, recoverability of a major portion of the recorded asset amounts shown in
the accompanying balance sheet is dependent upon our continued operations, which
in turn is dependent upon our ability to raise additional capital, obtain
financing and succeed in seeking out suitable candidates for a business
combination with a private company. 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.
Furthermore,
the principal shareholder, Landbank Acquisition LLC has demonstrated its ability
and willingness to lend working capital to us and committed to doing so into the
future. To the extent it is unwilling to provide working capital, we will not be
able to continue.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not
applicable
Item 9A(T). 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 were effective as of the end of the fiscal year covered by this
Form 10-K.
(b)
Management’s Annual Report on Internal Control over Financial
Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act and for assessing the effectiveness of internal
control over financial reporting.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness of internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008. In making its assessment of
internal control over financial reporting, management used the criteria
established in Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. This assessment included an evaluation of the design of
the Company’s internal control over financial reporting and testing of the
operational effectiveness of those controls. Based on the results of
this assessment, management has concluded that the Company’s internal control
over financial reporting was effective as of December 31, 2008.
This
Annual Report on Form 10-K does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management’s
report in this Annual Report on Form 10-K.
(c)
Changes in Internal Control over Financial Reporting
There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended December 31, 2008 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Item 9B. Other Information
None
PART
III
Item 10. Directors, Executive Officers and Corporate
Governance
Landbank
has a three person Board of Directors, none of whom are employees or affiliates
of the Company. In addition, the Company has formed an Audit Committee,
effective July 12, 2006, comprised of Gary Freeman and Lee Mendelson, the two
non-affiliate/employee directors of the Company. Mr. Freeman serves as the audit
committee financial expert for the Committee.
Biographical
Information
Eric Stoppenhagen. >Mr.
Stoppenhagen has served as President and Secretary since September 2007 and
Chief Financial Officer since November 2007. Mr. Stoppenhagen has
served in an executive capacity for several public and private companies;
including President of Trestle Holdings, Inc., and Chief Financial Officer of
Jardinier Corporation. He holds a Juris Doctorate and Masters of Business
Administration both from George Washington University.
Additionally, he holds a Bachelor of Science in Finance and a Bachelor of
Science in Accounting both from Indiana University. Mr. Stoppenhagen is a
certified public accountant
Certain
Legal Proceedings
To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
Section
16(a) Beneficial Ownership Reporting Compliance.
Section
16(a) of the Securities Exchange Act of 1934 requires that our executive
officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes
in ownership with the SEC. Executive officers, directors and
greater-than-ten percent stockholders are required by SEC regulations to furnish
us with all Section 16(a) forms they file. Based solely on our review
of the copies of the forms received by us and written representations from
certain reporting persons that they have complied with the relevant filing
requirements, we believe that, during the year ended December 31, 2008, all of
our executive officers, directors and greater-than-ten percent stockholders
complied with all Section 16(a) filing requirements.
Code
of Ethics
The
Company has adopted a Code of Ethics that applies to its principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of the Company’s
Code of Ethics may be obtained free of charge by contacting the Company at the
address or telephone number listed on the cover page hereof.
Audit
Committee
The Audit
Committee includes at least one member who is determined by the Board to meet
the qualifications of an “audit committee financial expert” in accordance with
SEC rules, excluding the requirement that the person meets the relevant
definition of an “independent director.” Mr. Freeman is the director
who has been determined to be an audit committee financial expert. Stockholders
should understand that this designation is a disclosure requirement of the SEC
related to Mr. Freeman’s experience and understanding with respect to certain
accounting and auditing matters. The designation does not impose on Mr. Freeman
any duties, obligations or liability that are greater than are generally imposed
on him as a member of the Audit Committee and Board of Directors, and his
designation as an audit committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other
member of the Audit Committee or the Board of Directors. Mr. Freeman is an
independent director.
Director
Independence
Our board
of directors currently consists of three members: Gary Freeman, Ray Gaytan, and
Lee Mendelson.
We do not
have a separately designated compensation or nominating committee of our board
of directors and the functions customarily delegated to these committees are
performed by our full board of directors. We are not a “listed
company” under SEC rules and are therefore not required to have separate
committees comprised of independent directors. We have, however,
determined that Gary Freeman and Lee Mendelson are “independent” as that term is
defined in Section 4200 of the Marketplace Rules as required by the NASDAQ Stock
Market.
Item 11. Executive Compensation
The
following table and related footnotes show the compensation paid during the
fiscal years ended December 31, 2008 and 2007, to the Company's named executive
officers:
Summary
Compensation Table
(1) Joined
the Company on January 27, 2006 and resigned on September 24, 2007. All of the
Company's prior officers and directors resigned as of January 26,
2006.
(2) Joined
the Company on July 5, 2006 and resigned November 15, 2007. Mr. Genesi's annual
salary was $110,000.
(3) Joined
the Company in September 2007. Represents consulting fees paid to Mr.
Stoppenhagen’s company, Venor, Inc.
Employment
Agreements
On September 27, 2007, the Company
entered into a Consulting Agreement with Venor Consulting, Inc. (“Venor”), a
company owned by Mr. Stoppenhagen. Under the terms of the consulting
agreement, Venor will perform certain consulting services for the Company with
respect to, among other things, the provision of executive services (including,
without limitation, the services of Mr. Eric Stoppenhagen, the Company's Interim
President and Secretary) for a period of nine months. This contract
is currently terminable at will. The Company will pay Venor a monthly
fee for certain of the services to be provided, with additional services to be
billed at an hourly rate.
Outstanding
equity awards at fiscal year-end
None.
Compensation
of Directors
We
currently pay our directors $7,500 per year, $1,875 payable on the first
business day of each fiscal quarter for service on the board of
directors.
Previously,
we compensated certain of our directors with option grants under the Stock
Incentive Plan.
In August
2007, all current directors of the Company agreed to cancel all stock options
previously granted to them.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
The following table sets forth certain
information regarding beneficial ownership of our common stock as of March 9, 2009 by (i) each
person who "beneficially" owns more than
5% of all outstanding shares of our common stock, (ii) each director and the
executive officer identified above, and (iii) all directors and executive
officers as a group.
Securities
Authorized for Issuance Under Equity Compensation Plans
None
Changes in Control
Arrangements
There
existed no change in control arrangements at December 31, 2008.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
None
Director
Independence
In
conjunction with the preparation of this registration statement, using the
definition of “independence” established by the NASDAQ Stock Market, we have
evaluated all relationships between each director and the Company.
Based on
the foregoing definition, we have determined that two of our directors, Mr.
Freeman and Mr. Mendelson, currently meet the definition of an “independent”
director under the standards established by NASDAQ. We do not currently have a
nominating or compensation committee.
Our Board
of Directors will continually monitor the standards established for director
independence under applicable law or listing requirements and will take all
reasonable steps to assure compliance with those standards.
Item 14. Principal Accountant Fees and
Services
Independent
Public Accountants
Kabani
& Company, Inc. has audited the Company’s financial statements since fiscal
year 2005 (Kabani has audited the financial statements of Landbank, LLC since
fiscal year 2005; fiscal year 2006 was Kabani’s first audit of the Company’s
financial statements), and the Audit Committee of the Board of Directors of the
Company has selected Kabani & Company, Inc. as the Company’s independent
auditors to audit the financial statements of the Company for the fiscal year
ending December 31, 2008.
Fees
Paid to Kabani & Company, Inc.
Audit
Fees
The aggregate fees billed by Kabani
& Company, Inc. for the audit of the Company’s financial statements for the
years ended December 31, 2008 and 2007, the reviews of the quarterly reports on
Form 10-QSB for the same fiscal years and statutory and regulatory filings were
$43,000 for 2008 and $52,500 for 2007.
Audit-Related
Fees
None
Tax
Fees
During
fiscal years 2008 and 2007, the Company recorded accounting/professional fees
totaling $840 and $7,483, respectively, that were billed to the Company by
Gaytan, Baumblatt, & Leevan, LLP (“GBL”), which is owned by Ray Gaytan, a
Director of the Company. These fees included tax advice and the preparation of
the Company’s annual tax returns. GBL has prepared all of the Company’s tax
returns relating to its current operations. Kabani & Company, Inc. has not
provided any tax related services to the Company.
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of
Independent Auditors
The Board’s policy is to
pre-approve all audit and permissible non-audit services provided by the
independent registered public accounting firm. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally detailed as to the particular service or category of services and
is generally subject to a specific budget. The independent registered public
accounting firm and management are required to periodically report to the Board
regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval, and the fees for the
services performed to date. The Board may also pre-approve particular services
on a case-by-case basis.
The Board has determined that
the rendering of the services other than audit services by Kabani &
Company is compatible
with maintaining the principal accountant’s independence.
PART
IV
Item 15. Exhibits and Financial Statement
Schedules
Report of
Independent Registered Public Accounting Firm.
Balance
Sheets as of December 31, 2008 and 2007.
Statements
of Operations for the year ended December 31, 2008 and 2007.
Statements
of Stockholders’ Deficit for the years ended December 31, 2008 and
2007.
Statements
of Cash Flows for the years ended December 31, 2008 and 2007.
Notes to
Financial Statements.
All
schedules are omitted for the reason that the information is included in the
financial statements or the notes thereto or that they are not required or are
not applicable.
(1) Incorporated
by reference to Amendment No. 2 to the Registrant's Registration Statement on
Form 10-SB, filed with the Securities and Exchange Commission on January 4,
2007.
(2) Incorporated
by reference to Registrant’s Current Report on Form 8-K filed on November 7,
2007.
(3) Incorporated
by reference to Exhibit 3.2 of Registrant’s Current Report Form 8-K filed on
November 21, 2007.
(4) Incorporated
by reference to Registrant’s Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2007.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POWER OF
ATTORNEY
The
undersigned directors and officer of Trist Holding, Inc. do hereby constitute
and appoint Eric Stoppenhagen with full power of substitution and
resubstitution, as their true and lawful attorneys and agents, to do any and all
acts and things in our name and behalf in our capacities as directors and
officer and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorney and agent, may deem necessary or
advisable to enable said corporation to comply with the Securities Exchange Act
of 1934, as amended and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Annual Report on
Form 10-K, including specifically but without limitation, power and authority to
sign for us or any of us in our names in the capacities indicated below, any and
all amendments (including post-effective amendments) hereto, and we do hereby
ratify and confirm all that said attorneys and agents, or either of them, shall
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
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