10QSB/A 1 form10qsba.htm TRADESHOW MARKETING COMPANY, LTD Tradeshow Marketing Company, Ltd
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-QSB
Amendment Number 1
 
ý Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended August 31, 2006
 
o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period __________ to __________
 
Commission File Number: 001-32619 
 
THE TRADESHOW MARKETING COMPANY, LTD. 
(Exact name of small business Issuer as specified in its charter)
 
Nevada
EIN 06-175-4875
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 
 
 
4550 East Cactus Road, Suite 220
 
Phoenix, Arizona
85032-7702
(Address of principal executive offices)
(Zip Code)
 
Issuer’s telephone number, including area code: (800) 585-8762
 
 
THE TRADESHOW MARKETING COMPANY, LTD.
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required  to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
ý Yes              o No
 
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:17,889,283 Shares of Common Stock, $0.0001 par value, outstanding as of August 31, 2006.
 
Transitional Small Business Disclosure Format (Check one): Yes o             No ý
 

 
PART I - FINANCIAL INFORMATION
 
 
ITEM 1.      FINANCIAL STATEMENTS 
 
 
The accompanying unaudited, restated financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended August 31, 2006 are not necessarily indicative of the results that can be expected for the year ending May 31, 2007.
 
 
2

 
THE TRADESHOW MARKETING COMPANY LTD
Restated Balance Sheets (Unaudited)
   
 
 
August 31,
     
   
2006
 
May 31,
 
   
(Unaudited)
 
2006
 
           
ASSETS
 
           
Current Assets
         
Cash and Cash Equivalents
 
$
28,996
 
$
43,538
 
Accounts Receivable
   
20,983
   
-
 
Inventory
   
31,386
   
36,436
 
               
Total Current Assets
   
81,365
   
79,974
 
               
Long Term Assets
             
Equipment - Net
   
22,814
   
28,805
 
Vehicles - Net
   
13,157
   
14,305
 
Network Infrastructure & Software
   
43,278
   
43,763
 
Other Assets
   
3,653
   
3,673
 
               
Total Long Term Assets
   
82,902
   
90,546
 
               
Total Assets
 
$
164,267
 
$
170,520
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities
             
Accounts Payable
 
$
31,384
 
$
46,423
 
Shareholder Loan - Related Party
         
28,673
 
Current Portion - Vehicle Loan
   
5,739
   
5,484
 
               
Total Current Liabilities
   
37,123
   
80,580
 
               
Vehicle Loan
   
11,253
   
13,069
 
Loan from Shareholder
   
62,083
     
               
Total Liabilities
   
110,459
   
93,649
 
               
Stockholders' Equity
             
               
Common Stock, authorized
             
50,000,000 shares, par value $0.0001,
             
issued and outstanding on February
             
28, 2006 and May 31, 2005
             
is 17,869,283 and 16,751,963
             
respectively
   
1,791
   
1,789
 
Paid in Capital
   
535,052
   
510,913
 
Subscription Receivable
   
-
   
-
 
Accumulated Currency Translation
   
-
   
14,141
 
Accumulated Deficit
   
(483,035
)
 
(449,972
)
               
Total Stockholders' Equity
   
53,808
   
76,871
 
               
Total Liabilities and Stockholders' Equity
 
$
164,267
 
$
170,520
 
               
               
The accompanying notes are an integral part of these statements
     
 
3

 
THE TRADESHOW MARKETING COMPANY LTD
Restated Statements of Operations (Unaudited)

   
Three Months Ended
 
   
August 31,
 
   
2006
 
2005
 
           
           
Revenue
 
$
132,540
 
$
8,048
 
               
Cost of Sales
   
78,689
   
4,212
 
               
Gross Profit
   
53,851
   
3,836
 
               
Expenses
             
General and Administrative
   
83,592
   
105,802
 
Professional Fees
   
3,322
   
52,268
 
Officer Compensation
   
-
   
-
 
               
Total Expenses
   
86,914
   
158,070
 
               
Net Profit / (Loss)
 
$
(33,063
)
$
(154,234
)
               
Other Comprehensive Income / (Loss)
             
Currency Translation
   
-
   
3,570
 
               
Comprenhensive Income
 
$
(33,063
)
$
(150,664
)
               
Basic and Diluted
             
(Loss) per Share
 
$
(0.00
)
$
(0.01
)
               
Weighted Average
             
Number of Shares
   
17,882,761
   
17,100,772
 
               
Significant Non-Cash Transactions:
             
The company relocated its home office to the U.S. and adjusted
   
the foreign currency translation to contributed capital:
   
   
$
(14,141
)
     
               
               
The accompanying notes are an integral part of these statements
 
4


 
THE TRADESHOW MARKETING COMPANY LTD
Restated Statements of Stockholder Equity (Unaudited)

                   
Foreign
         
   
Common Stock
 
Paid in
 
Subscriptions
 
Currency
 
Accumulated
 
Total
 
   
Shares
 
Amount
 
Capital
 
Receivable
 
Translation
 
Deficit
 
Equity
 
Shares Issued to Founders
                             
at $0.0001 per share
   
51,000,000
 
$
5,100
 
$
4,900
 
$
-
 
$
-
 
$
-
 
$
10,000
 
Deposits received for
                                           
stock subscriptions
                     
89,264
               
89,264
 
Currency Translation
                           
1,115
         
1,115
 
                                             
Net Loss
                       
(29,058
)
 
(29,058
)
                                             
Balance, May 31, 2004
   
51,000,000
   
5,100
   
4,900
   
89,264
   
1,115
   
(29,058
)
 
71,321
 
                                             
Shares Issued for Cash at
                                           
$0.15 per share
   
666,667
   
67
   
99,933
   
(89,264
)
             
10,736
 
Shares Issued for Cash at
                                           
$0.001 per share
   
5,300,000
   
530
   
4,470
                     
5,000
 
Founders Shares Cancelled
   
(41,000,000
)
 
(4,100
)
 
4,100
                     
-
 
Shares Issued for Services
                                           
at $0.35 per share
   
38,592
   
4
   
13,503
                     
13,507
 
Shares Issued for Cash and
                                           
subscriptions receivable
                                           
at $0.15 per share
   
746,704
   
75
   
111,930
   
(87,527
)
             
24,478
 
                                             
Currency Translation
                           
2,612
         
2,612
 
                                             
Net (Loss)
                       
(58,941
)
 
(58,941
)
                                             
Balance, May 31, 2005
   
16,751,963
   
1,676
   
238,836
   
(87,527
)
 
3,727
   
(87,999
)
 
68,713
 
                                             
Cash Received on
                                           
Subscription Receivable
                     
87,527
               
87,527
 
Shares Issued for Cash for
                                           
$0.15 per share
   
291,400
   
29
   
43,681
                     
43,710
 
Shares issued for Acqusition
                                           
at $1.00 per share
   
15,000
   
2
   
14,998
                     
15,000
 
Shares Issued for Cash for
                                           
$0.25 per share
   
420,000
   
42
   
104,958
                     
105,000
 
Shares issued for Services
                                           
at $0.10 per share
   
295,000
   
30
   
29,470
                     
29,500
 
Shares Issued for Cash at
                                           
$0.25 per share
   
275,920
   
28
   
68,952
                     
68,980
 
Shares Issued for Cash at
                                           
$0.50 per share
   
20,000
   
2
   
9,998
                     
10,000
 
Shares returned and Cancelled
   
(200,000
)
 
(20
)
 
20
                     
-
 
Currency Translation
                           
10,414
         
10,414
 
                                             
Net (Loss)
                       
(361,973
)
 
(361,973
)
                                             
Balance, May 31, 2006
   
17,869,283
   
1,789
   
510,913
   
-
   
14,141
   
(449,972
)
 
76,871
 
                                             
Shares Issued for Cash at
                                           
$0.50 per share
   
20,000
   
2
   
9,998
                     
10,000
 
Contributed Capital
               
14,141
         
(14,141
)
       
-
 
                                             
Net (Loss)
                       
(33,063
)
 
(33,063
)
                                             
Balance, August 31, 2006
   
17,889,283
 
$
1,791
 
$
535,052
 
$
-
 
$
-
 
$
(483,035
)
$
53,808
 
                                             
                                             
The accompanying notes are an integral part of these statements
                       
 
 
5

 
THE TRADESHOW MARKETING COMPANY LTD
Restated Statements of Cash Flow (Unaudited)

   
Three Months Ended
 
   
August 31,
 
   
2006
 
2005
 
           
Operating Activities
         
           
Net Profit / (Loss)
 
$
(33,063
)
$
(154,234
)
               
Significant Non-Cash Transactions
             
Stock issued for service
   
-
       
Stock Cancelled
   
-
       
Subscriptions Receivable
             
Depreciation / Amortization Expense
   
4,299
   
1,010
 
Foreign Currency Translation
         
2,398
 
Changes in Assets and Liabilities
             
(Increase)/Decrease in Inventory
   
5,050
   
(11,684
)
(Increase)/Decrease in Accounts Receivable
   
(20,983
)
 
(56,679
)
(Increase)/Decrease in Other Assets
         
3,350
 
Increase/(Decrease) in Payables
   
(15,039
)
 
(11,967
)
               
Net Cash (Used) by Operating Activities
   
(59,736
)
 
(227,806
)
               
Investment Activities
             
Purchase of Network Infastructure
   
(2,091
)
     
Equipment Purchase
   
5,436
   
(5,299
)
               
Cash Used by Investment Activities
   
3,345
   
(5,299
)
               
Financing Activities
             
               
Proceeds from Shareholder Loans
   
33,410
   
752
 
Proceeds/(Payments) - Equipment Financing
   
(1,561
)
 
(276
)
Proceeds from sale of Common Stock
   
10,000
   
232,137
 
               
Cash Provided by Financing Activities
   
41,849
   
232,613
 
               
Net Increase / (Decrease) in Cash
   
(14,542
)
 
(492
)
               
Cash, Beginning of Period
   
43,538
   
86,876
 
               
Cash, End of Period
 
$
28,996
 
$
86,384
 
               
Supplemental Information:
             
Interest Paid
 
$
4,437
 
$
1,422
 
Income Taxes Paid
 
$
-
 
$
-
 
               
               
The accompanying notes are an integral part of these statements
     


6


THE TRADESHOW MARKETING COMPANY LTD

NOTES TO RESTATED UNAUDITED FINANCIAL STATEMENTS
(August 31, 2006 and May 31, 2006)


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

The Tradeshow Marketing Company, Inc. (the Company) was organized in the state of Nevada on December 3, 2003. The Company was formed to marketing specialty products at tradeshows, infomercials, specialty product shops and kiosks in malls. The Company through August 31, 2006 has only been selling at tradeshows and in malls.

On August 31, 2005, the Company purchased the inventory and executed a sublease agreement with two small retail stores in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona.

The Company operates on a May 31 fiscal year end.

These statements have been adjusted to reflect the restatement of the Company’s May 31, 2006 and 2005 audited financial statements.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below.

Restatement of Financials

These statements have been adjusted to reflect the restatement of the Company’s May 31, 2006 and 2005 audited financial statements. Please refer to the restated financials for May 21, 1006 and 2005 for details.

The Balance Sheet and Statement of Stockholders’ Equity for the current three month period ended May 31, 2006 has been restated reflect the increase in Paid in Capital of $14,141 to eliminate the $14,141 accumulated foreign currency translation and the Statement of Operations and Cash flow statements have been rested to reflect a $848 increase in G & A expense improperly previously recorded as paid in capital.


7

Accounting Basis

The statements were prepared following generally accepted accounting principles of the United States of America consistently applied.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and deposits in transit.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

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. Actual results could differ from those estimates.

Translation of Currency

The company’s headquarters were in Canada through May 31, 2006 and maintained its financial records in $CDN. For the sake of reporting the Balance Sheet, amounts were converted to United States dollars using the exchange rate at the end of each period. Income statement amounts were converted using an average rate for the period resulting in a translation gain or loss for each period shown.

On June 1, 2006 the Company relocated its headquarters to Phoenix, Arizona and established its accounts in U.S. Banks and adopted the U.S. Dollar as its functional currency. The company has eliminated its accumulated adjustment for foreign currency translation to contributed capital.

Inventory
 
The company inventories finished products it has purchased for resale.

8

Revenue Recognition and Accounts Receivable

All the sales for the Company are on a point of sale/cash and carry basis. The Company does not carry receivables for any sales. All sales are final. Revenue is recognized when a sale is made. No warranties are expressed or offered on any goods except that of the manufacturer, which they support directly.

Advertising Expense

Advertising, promotion and marketing costs are expensed as incurred. Advertising expense for the period ended August 31, 2006 and May 31, 2006 was $5,302 and $4,327 respectively.
 
Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Equipment

Equipment is stated at cost. Depreciation is computed using the straight-line method over the assets useful lives, which are 5 year to 7 years. Maintenance and repairs are charged to expense as incurred.
 

   
31-Aug-06
 
31-May-06
 
Equipment
 
$
27,050
 
$
32,387
 
Accumulated Depreciation
   
(4,236
)
 
(3,582
)
Equipment - Net
 
$
22,814
 
$
28,805
 
               
Vehicle
 
$
23,906
 
$
24,041
 
Accumulated Depreciation
   
(10,749
)
 
(9,736
)
Vehicle - Net
 
$
13,157
 
$
14,305
 
               
Network Infrastructure
 
$
54,100
 
$
52,028
 
Accumulated Depreciation
   
(10,822
)
 
(8,265
)
Network Infrastructure - Net
 
$
43,278
 
$
43,763
 

 
The difference in the value of the vehicle is reflective of the change in the foreign currency rate

9

Earnings per Share (EPS)

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

The Company has not issued any options or warrants since inception, or other dilutive securities.

The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table:


August 31, 
 
2006
 
2005
 
           
Numerators for Basic and Diluted EPS
         
Net income/(loss) to common shareholders
  $ 
(33,063
)
$ 
(150,664
)
               
Denominators for Basic and Diluted EPS
             
Weighted average of shares outstanding
   
17,882,761
   
17,100,722
 
               
Basic and Diluted Earnings/(Loss) Per Share
  $ 
(0.00
)
$ 
(0.01
)
 

 
NOTE 3. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized 50,000,000 common shares with a $0.0001 par value.

Year Ended May 31, 2004

At inception the Company Issued 51,000,000 million shares to the founder for an investment of $5,100. After year end the founder returned and the Company cancelled 41,000,000 common shares leaving a net of 10,000,00 for the founder.

During the year ended May 31, 2004 cash deposits on private placement stock subscriptions in the amount of $89,264 were received the stock was not issued until July 8, 2004.

Year Ended May 31, 2005

On July 8, 2004, the Company issued 666,667 common shares in a private placement at $0.15 per share for a total of $100,000 cash less $89,264 deposits previously received.

10

On August 1, 2004, the Company issued 5,300,000 common shares under a previously committed Regulation D 504 offering and raised $5,000. These funds were used to pay legal fees.

On August 1, 2004, the Company received and cancelled 41,000,000 common shares from its founder.

On April 30, 2005, the Company issued 38,592 common shares for consulting services valued at $13,507 or $0.35 per share.

On May 31, 2005, the Company issued 746,407 common shares at $0.15 per share in a private placement and received $28,578 cash and $83,427 subscriptions Receivable.

Year Ended May 31, 2006

On July 15, 2005, the Company issued 291,400 common shares at $0.15 per share in a private placement for cash in the amount of $43,710.

Between August 15 and August 30, 2005 the Company issued 420,000 common shares at $0.25 per share in a private placement for cash in the amount of $105,000.

During the period ended May 31, 2006, the Company issued 310,000 common shares at $0.10 per share for director and consulting services valued at $31,000.

On December 1, 2005 the Company issued 275,920 common shares at $0.25 per share in a private placement for $68,980 cash.

On February 20, 2006 the Company issued 20,000 common shares at $0.50 per share in a private placement for $10,000 cash.

On February 28, 2006 the Company received and cancelled 200,000 common shares that were issued in error.

On August 30, 2006 the Company issued 20,000 con shares in a private placement for $10,000.


NOTE 4. NOTES PAYABLE

Following are the notes payable as of August 31, 2006 and May 31, 2006. The Current portion of vehicle loan is estimated using the $CDN payment times the 2006 average exchange rate to $US:


   
31-Aug-06
 
31-May-06
 
Installment note on vehicle,
         
$537 ($CDN) payment for 60 months,
         
Annual interest rate at 7.39%
 
$
16,992
 
$
18,553
 
Less: Current Portion
   
(5,739
)
 
(5,484
)
Long-Term Portion
   
11,253
   
14,253
 
               
Demand note, non-interest,
             
Shareholder
   
62,083
   
28,673
 
               
Notes Payable
 
$
73,336
 
$
41,742
 
               
 
 
11



NOTE 5. PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The total deferred tax asset is $97,146, as of May 31, 2006, which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $441,572. The total valuation allowance is a comparable $97,146.

The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable as shown in the chart below.

May 31,
 
2006
 
2005
 
Net changes in Deferred Tax Benefit
 
$
78,864
 
$
12,967
 
Valuation account
   
(78,864
)
 
(12,967
)
Current Taxes Payable
   
0
   
0
 
               
Net Provision for Income Taxes
 
$
0
 
$
0
 
 
 
Below is a chart showing the estimated federal net operating losses and the years in which they will expire.


Year
 
Amount
 
Expiration
 
2004
 
$
24,158
   
2024
 
2005
   
58,941
   
2025
 
2006
   
358,473
   
2026
 
               
Total
 
$
441,572
       

12

NOTE 6. OPERATING LEASES AND OTHER COMMITMENTS:

The Company has two operating subleases for retail outlets located in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona with aggregate monthly payment of $8,045 or $96,450 per year. These leases expire in March 2007. The numbers shown below assume that the company will be able to renew its lease or sublease and continue to operate these facilities at the current rate:
 

 
Year 1
Year 2
Year 3
Year 4
Year 5
Retail Outlets
$96,450
$96,450
$96,450
$96,450
$96,450

NOTE 7.   GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The Company has accumulated a total loss of $441,572 since inception. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
 
Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan of developing specialty retail products, purchasing retail stores in malls and developing product infomercials.
 
 
NOTE 8.   THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.
 
Statement No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

Statement No. 151 Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “…under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal as to require treatment as current period charges….” This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.

13

Statement No. 152 Accounting for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and 67)

This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.

This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2.

Statement No. 153 Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assts and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.

Statement No. 154   Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3)

This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

The adoption of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.
 
 
14

 
ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
Nature of Business
 
The Tradeshow Marketing Company was incorporated on December 03, 2003. Over the past twenty years, Tradeshow’s management team and demonstration professionals have worked in the direct sales industry marketing a variety of products directly to consumers at trade shows, malls (kiosks), fairs and exhibitions throughout Canada and the United States. The Company’s product categories include specialty household, beauty and fitness, home and garden and electronics products. The products we retail are considered small ticket items, are innovative and are highly desired by the target audience. Price points for our products typically start in the $50 range and our target demographic is in the $50,000 - $100,000 annual income range.
 
Products from various suppliers that we have sold in the past included:

a) Ontel Products: “As Seen On TV” products that include the Swivel Sweeper, Glass Wizard and AB Master;
b) American Direct (TriStar): product supplied includes the Lateral Thigh Trainer and Jack Lalanne’s Power Juicer;
c) Cava Industries: supplies the Cold Heat Soldering Tool and Smart Spin containers;
d) ITW Space Bags: supplies Space Bags for storage;
e) Orange Glow International: suppliers of cleaning products OxiClean, Orange Glo, and Kaboom, among others;
f) Overbreak: supplies toys that include Hover Disc, Hover Copter and Rainbow Art.

Sales volumes for products fluctuate increasing significantly during the holiday season. Typically, the Company experiences the highest sales volume for products that are demonstrated via infomercials, during those periods when the infomercials are advertised on television. No one particular product represents a material portion of our revenues for the entire fiscal year. Rather, annual gross sales are derived from numerous products, with eight to ten feature products, on average, being the biggest sellers.
 
For the period ended August 31, 2006 the bulk of our sales revenue has come from our retail stores and Internet sales. Both sales channels are experiencing moderate growth. Store sales continue to lead Internet sales.
 
Measures Tradeshow has taken to build infrastructure
To date, Tradeshow has sold product at a number of venues that includes trade shows, malls (kiosks) fairs, exhibitions in the following cities: Canada: Vancouver, Abbotsford, Victoria, Nanaimo (includes mall kiosks), Calgary, Edmonton, Regina, Saskatoon, Winnipeg, Toronto (every second year); United States: Puyallup, WA, Tacoma, WA, Pomona, CA, Phoenix, AZ.

On July 20,, 2005, Tradeshow acquired the assets and sub-leases of two retail stores in the Arrowhead and Paradise Valley Malls in Phoenix, Arizona. Following the acquisition, the Company changed the name of the two stores to “Sandstrom OnTV”. The Company’s Sandstrom OnTV stores feature a unique and diverse mix of innovative consumer products, which includes the same merchandise that the Company demonstrates and sells at tradeshow venues.

On December 23, 2005 the company announced the launch of its first eCommerce website for ON TV products. The site, located at www.ontvco.com, offers direct access to classic and the most popular ON TV Items. The site is managed buy the companies Chief Technical Officer and orders are fulfilled thru the Paradise Valley retail store in Phoenix Arizona.

Acquisition of productive assets
The acquisition of the two retail stores was an acquisition of productive assets, as the Company purchased the assets of, and assumed the sub-leases for, both retail businesses. The Company also received the rights to use the “As Seen On TV” trade name for the stores, but has decided to use the name Sandstrom OnTV” instead. The Company acquired $30,149 dollars of stock and equipment in the acquisition. The assets acquired included an inventory of “as seen on TV” like products valued at the time of the transaction at $20,149 (based on the products wholesale prices; the retail value is approximately double that figure), and store fixtures, such as shelving, displays casing video surveillance equipment, computers, a cash register and a credit card machine, the value of which was deemed to be $10,000.

 
15

 
Currently, each store is fully operational and is open for business during regular mall hours. Both stores are staffed. There are four full-time employees (as at Aug 31, 2006).

The approximate square footage of each store is 530 sq feet.

The Company has two operating subleases for retail outlets located in the Arrowhead and Paradise Valley Malls, Arizona with aggregate monthly payment of $8,045 or $96,450 per year. The lease on Paradise Valley store expires in December 2008, and the lease on Arrowhead store expires in December 2006. The numbers shown below assume that the Company will be able to renew its lease or sublease and continue to operate these facilities at the current rate:
 
 
 
 Year 1
 Year 2 
 Year 3 
 Year 4 
 Year 5
 Retail Outlets
 $96,450
 $96,450
   $96,450
  $96,450
 $96,450
 
 
Tradeshow assumed the leases for both store locations. The Arrowhead Mall lease expires Dec 2006(in the Company’s 2007 fiscal year) and Paradise Valley Mall lease expires Dec 2008(in the Company’s 2009 fiscal year).

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements are based on accounting principles generally accepted in the United States of America, many of which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operation.

Revenue recognition. We recognize revenue at the point of sale at our retail stores, at our tradeshows and over the Internet. We do not carry any accounts receivable and all sales are final. No warranties are expressed or offered on any goods except that of the manufacturer, which they support directly.

Merchandise inventories. We record inventory at lower of cost (first-in, first-out method) or market value. We reduce the carrying value of our inventory for estimated obsolescence or unmarketable inventory by an amount equal to the excess of the cost of inventory over the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional reserves may be required.
 
Income taxes. The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

16

Stock Based Compensation: The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, Accounting for Stock-Based Compensation. In this statement stock based compensation is divided into two general categories, based upon who the stock receiver is, namely: employees/directors and non-employees/directors. The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory. The employee/directors non-compensatory securities are recorded at the sales price when the stock is sold. The compensatory stock is calculated and recorded at the securities’ fair value at the time the stock is given. SFAS 123 also provides that stock compensation paid to non-employees be recorded with a value which is based upon the fair value of the services rendered or the value of the stock given, whichever is more reliable. The Company has selected to utilize the fair value of the stock issued as the measure of the value of services obtained

 
Results of operations from December 03, 2003 to May 31, 2005
 
Revenues

The following discussion is based on our consolidated financial statements:
 
From the Company’s inception on December 03, 2003 until May 31, 2004, the Company did not generate revenue. The Company began to generate revenue from operations during its 2004 fiscal year, which commenced June 01, 2004 and ended May 31, 2005.
 
The Company generated revenue of $33,801 from operations for the fiscal year that commenced June 01, 2004 and ended May 31, 2005. For the fiscal year that began on May 31, 2005 and ended on May 31, 2006, we generated revenue of $365,563, an increase of 982% over the previous fiscal year.

For each of the fiscal years ended May 31, 2005 and May 31, 2006, we recognized losses from operations. Net loss from operations for the twelve months ended May 31, 2005 was $58,941. Net loss from operation for the twelve months ended May 31, 2006, was $361,973 The increase in operating loss of $303,032 between the fiscal years ended in May 31, 2005 and May 31, 2006 was due to increased general and administrative expenses of $334,513 and increased legal, accounting, and consulting expenses of $82,264. For the twelve month period that ended May 31, 2006, officer compensation increased by $24,226, from $274 in 2005 to $24,500 in 2006. As a measure to conserve cash for the fiscal years ended May 31, 2005 and May 31, 2006, the Company chose to increase the payment to executives in stock and to decrease the payment in cash.
 
General, administrative and professional expenses for fiscal 2006 increased to 365,977 in 2006 from 31,464 in 2005. The increase in operating loss of $ 303,032 between the fiscal years ended in May 31, 2005 and May 31, 2006 was due to increased general and administrative expenses of $ 334,513. The general and administrative fees include accounting and legal fees of 69,529, resulting from Sarbanes-Oxley compliance. Also included in this amount are operating expenses including facility rental and payroll expense for operation of the retail stores and subcontract fees for investor relations purposes. The professional fees include web development consulting fees.
 
As at May 31, 2005, we had $86,876 in cash. On May 31, 2006, we had $43,538 in cash, representing a year over year decrease of $43,338 or 50%. At May 31, 2005, we had total current assets of $92,930 that consisted of cash, cash equivalents and inventory, and total current liabilities of $24,171 that consisted of accounts payable and a vehicle loan of $5,484. At May 31, 2006, we had total current assets of $79,974 and total current liabilities of $51,907 with total current assets exceeding total current liabilities by $28,067. The increase in current liabilities for the twelve-month period ended May 31, 2006 was due to an increase in accounts payable of $27,736 over the previous fiscal year. The current portion a vehicle loan remained the same at $5, 484.
 
17
 
Cash received from financing for the fiscal year ended May 31, 2005, was $76,716 For the fiscal year, which ended on May 31, 2006 cash received from financing was $325,421. Cash utilized in operations for the fiscal year that ended on May 31, 2005 was $31,210 Cash utilized in operations for the fiscal year, which ended on May 31, 2006, was $300,262 an increase of $269,052, which was due to increases in accounts payable, as well as increased consulting and professional services. As at May 31, 2006, the Company had an ending cash balance of $43,538.
 
Results of Operations for Three Months Ending August 31, 2006
 
The Company generated revenue of $8,048 from operations for the three months ended August 31,2005. From operations for the three months ended August 31, 2006, we generated revenue of $132,540, an increase of 1547% over the three months ended August 31, 2005.
 
For each of the three month periods ended August 31, 2005 and August 31, 2006, we recognized losses from operations. Net loss from operations for the three months ended August 31, 2005 was $154,234. Net loss from operation for the three months ended August 31, 2006, was $33,063The decrease in operating loss of $121,171 between the three months ended August 31, 2005 and August 31, 2006 was due to our increased revenue, as well as a decrease in the professional and consulting fees that we incurred as part of our start up costs. For the three month periods that ended Aug 31, 2006 and 2005, there was no officer compensation .
 
As at May 31, 2006, we had $43,538 in cash. On August 31, 2006, we had $28,996 in cash, representing a three month decrease of $14,542. At May 31, 2006, we had total current assets of $79,974 that consisted of cash, cash equivalents and inventory, and total current liabilities of $51,907 that consisted of accounts payable and the current portion of the vehicle loan.. At Aug 31, 2006, we had total current assets of $81,365 and total current liabilities of $37,123 with total current assets exceeding total current liabilities by $44,242. For the three month period ended August 31,2006, there was a decrease in current liabilities of $14,784 over the May 31,2006 period. The current portion of the vehicle loan remained the same at  $5, 739.
 
Cash received from financing for the three months ended August 31, 2005, was $232,613. Financing for the three months ended August 31, 2006 was $41,849. Cash utilized in operations for the three months ended on Aug 31, 2005 was $227,806. Cash utilized in operations for three months ended Aug 31, 2006, was $59,736 a decrease of $168,070. As at Aug 31, 2006, the Company had an ending cash balance of $28,996.
 
FORWARD LOOKING STATEMENTS
 
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding Fortuna Gaming Corp.’s (the “Company”) capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
 
18

Employees
 
The Company has 4 employees as of the date of this Quarterly Report other than our Directors. The Company conducts its business largely through agreements with consultants and arms-length third parties.
 
Research and Development Expenditures
 
The Company has not incurred any research or development expenditures since its incorporation.
 
Patents and Trademarks
 
The Company does not own, either legally or beneficially, any patent or trademark.
 
Seasonality
 
The Companies sales are quite seasonal, increasing with the shopping trends associated with the retail industry of sales peaking during the holiday season. In the past year, a substantial portion of our total revenues and all or most of our earnings came in the first quarter ending February 28. The results of operations for this quarterly period is not necessarily indicative of the results for the full fiscal year.
 
19

PART II - OTHER INFORMATION
 
 
ITEM 1.      DESCRIPTION OF PROPERTY
 
Tradeshow Marketing Company, Ltd.’s head office is located at 4550 East Cactus Rd, Suite 220 Phoenix, Arizona where the Company also operates one of its retail Sandstrom On TV stores. The Company believes its existing facilities will be adequate to meet its anticipated needs for the foreseeable future.

Tradeshow recently acquired the assets and sub-leases of two “As Seen On TV” retail stores in Phoenix, Arizona. The Company changed the name of the stores to Sandstrom OnTV.
 
The aggregate monthly payment for both leases is $8,045 or $96,450 per year. The lease on the Paradise Valley store expires in December 2008, and the lease on the Arrowhead store expires in December 2006.
 
ITEM 2.      LEGAL PROCEEDINGS
 
The Company is not a party to any material legal proceedings and to Management’s knowledge, no such proceedings are threatened or contemplated.
 
ITEM 3.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
 
No matters were submitted to the Company’s security holders for a vote during the three months ending August 31, 2006.
 
20

PART II
 
 
ITEM 4.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Market Information
 
The Company's Common stock is quoted on the OTC Pink Sheets under the symbol "TSHO".
 
Quarter
High *
Low *
Quarter ended August 31, 2004
(did not trade until
November 2004)
(did not trade until
November 2004)
Quarter ended November 30, 2004
0.15
0.12
Quarter ended February 28, 2005
0.15
0.097
Quarter ended May 31, 2005
0.0.49
0.13
Quarter ended August 31, 2005
0.50
0.25
Quarter ended November 30, 2005
0.50
0.32
Quarter ended February 28, 2006
0.45
0.28
Quarter ended May 31, 2006
0.43
0.19
Quarter ended Aug 31, 2006
0.24
0.20
 
*Our stock is traded on the Over-the -Counter Pink Sheets and these quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
Holders of Our Common Stock
 
As of Aug 31, 2006, there are approximately 39 holders of the Company's common stock.
 
Share Consolidation
 
Not applicable.
 
Dividends
 
There are no restrictions in the Company’s articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit the Company from declaring dividends where, after giving effect to the distribution of the dividend:
 
 
1.
The Company would not be able to pay its debts as they become due in the usual course of business; or
 
 
 
 
2.
The Company total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
 
The Company has not declared any dividends and does not plan to declare any dividends in the foreseeable future.
 
RECENT SALES OF UNREGISTERED SECURITIES
 
Not Applicable. 
 
Limited Operating History; Need for Additional Capital 
 
There is no historical financial information about the Company upon which to base an evaluation of our performance. The Company is a development stage corporation and has not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations. The Company’s business is subject to risks inherent in the establishment of a new business enterprise. See “Item 1. Description of Business - Risk Factors”.
 
 
21

 
The Company has no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, the Company may not be unable to continue, develop or expand operations. Equity financing could result in additional dilution to existing shareholders.
 
Liquidity and Financial Condition
 
The Company had cash on hand of $28,996 as of August 31, 2006.
 
The Company has not attained profitable operations and is dependent upon obtaining additional financing. For these reasons our auditors have stated in their report that they have substantial doubt that we will be able to continue as a going concern.
 
The financial statements accompanying this quarterly report contemplate the Company’s continuation as a going concern. However, the Company has sustained substantial losses and is still in the development stage. Additional funding will be necessary to continue development and marketing of our products. The Company intends to arrange for the sale of additional shares of our common stock to obtain additional operating capital for at least the next twelve months.
 
Off- Balance Sheet Arrangements
 
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
 
Risk Factors
 
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Annual Report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
 
Our accountants believe there is substantial doubt about our ability to continue as a going concern.
 
The Company incurred a loss in the amount of $483,035for the period from inception Aug 31, 2006. Net loss from operations for the three months ended August 31, 2005 was $154,234. Net loss from operation for the three months ended August 31, 2006, was $33,063 The decrease in operating loss of $121,171 between the three months ended August 31, 2005 and August 31, 2006 was due to our increased revenue, as well as a decrease in the professional and consulting fees that we incurred as part of our start up costs. For the three month periods that ended Aug 31, 2006 and 2005, there was no officer compensation.
 
The Company will require additional financing if the costs of our operations are greater than anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. The Company’s future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our business. Obtaining additional financing would be subject to a number of factors. These factors may make the timing, amount, terms or conditions of additional financing unavailable to the Company.
 
 
22

Since this is a new direction for the business, we face a high risk of business failure due to our inability to predict the success of our business
 
The Company has just begun the initial stages of our new business, and thus we have no way to evaluate the likelihood that we will be able to operate the business successfully. The Company was incorporated on December 3, 2003, and to date has been involved primarily in the sale of a diverse mix of innovative merchandise via tradeshows, malls (kiosks), fairs, exhibitions. Tradeshow will also sell the same merchandise as part of its offerings in its two new mall-based stores.
 
The Company faces a high risk of business failure because of the unique difficulties and uncertainties inherent in new ventures.
 
Potential investors should be aware of the difficulties normally encountered by commencing a new business venture and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the business the Company plans to undertake.
 
Our stock is a “penny stock”, with the result that trading of our common stock in any secondary market may be impeded. 
 
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally 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, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock as it is subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
 
 
23

 
ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K
 
31.1
  
Certification of Quarterly report on form 10Q SB, Chief Executive Officer
 
 
31.2
  
Certification of Quarterly report on form 10Q SB, Chief Financial Officer
 
 
32.1
  
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Executive Officer
 
 
32.2
  
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer
 
 
 
24

 
SIGNATURES
 
 
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
THE TRADESHOW MARKETING COMPANY, LTD. 
 
 
 
 
 
 
Date: January 2, 2007 By:   /s/ Bruce Kirk 
 
Bruce Kirk 
 
President and CEO