10QSB 1 f10qsb0604_ntholding.txt QUARTERLY REPORT FOR PERIOD ENDING 06/30/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ____ to _____ Commission file no. 000-15303 NT HOLDING CORP. (Formerly ABSS, Corp.) (Name of Small Business Issuer in its Charter) Nevada(Reincorporated) 73-1215433 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 385 Freeport, #1, Sparks, NV 89431 (Address of Principal Executive Offices) (Zip Code) (917)981-4569 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 11, 2004, 2,916,716 shares of common stock were outstanding. Transitional Small Business Disclosure Format (Check one): Yes( ) No (X) NT HOLDING CORP. TABLE OF CONTENTS PAGE ---- Item 1. Financial Statements 1 Condensed Consolidated Balance Sheets - June 30, 2004 and 2 December 31, 2003 Condensed Consolidated Statements of Operations and Comprehensive 3 Income for the Six Months and Three Months Ended June 30, 2004 and 2003. Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 4 and 2003. Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis or Plan of Operation 6 Item 3. Controls and Procedures 6 Part II - Other Information Item 1. Legal Proceedings 7 Item 2. Changes in Securities and Small Business Issuer 7 Purchase of Equity Securities Item 3. Defaults Upon Senior Securities 7 Item 4. Submission of Matters to a Vote of Security Holders 7 Item 5. Other Information 7 Item 6. Exhibits and Reports on Form 8K 7 SIGNATURES 8
PART I - FINANCIAL INFORMATION Item 1. Financial Statements As used herein, the term "Company" refers to NT Holding Corp., a Nevada corporation, and its subsidiaries and predecessors unless otherwise indicated. Unaudited, consolidated condensed interim financial statements including a balance sheet for the Company as of the quarter ended June 30, 2004 and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto as Pages F-1 through F-5 and are incorporated herein by this reference. BASIS OF PRESENTATION The accompanying unaudited financial statements are presented in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the years ended December 31, 2003 and December 31, 2002. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading have been included. Operating results for the quarter ended June 30, 2004 are not necessarily indicative of results that may be expected for the year ended December 31, 2004. The financial statements are presented on the accrual basis. 1 NT HOLDING CORP. AND SUBSIDIARIES (FORMERLY ABSS, CORP. AND SUBSIDIARIES) CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2004 and December 31, 2003
June 30, December 31, 2004 2003 (Unaudited) (Audited) ----------- --------- ASSETS Current Assets Cash and cash equivalents $ 3,094 $ 9,417 ------------------- ----------------- Total Current Assets 3,094 9,417 ------------------- ----------------- Total Assets $ 3,094 $ 9,417 =================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) Current Liabilities Notes payable-Related party $ 200,000 $ 200,000 Accounts payable and accrued liabilities 148,751 137,931 Shareholder loans 36,600 36,400 Accrual for judgments, litigation and contingencies 240,000 240,000 ------------------- ----------------- Total Current Liabilities 625,351 614,331 ------------------- ----------------- Stockholders' Equity(Deficit) Common stock, $.001 par value, 100,000,000 authorized, 2,916,761 and 2,904,261 shares issued and outstanding at June 30, 2004 and December 31, 2003, respectively 2,917 2,904 Additional paid-in capital 8,526,441 8,521,454 Retain earnings (deficit) (9,151,615) (9,129,272) ------------------- ----------------- Total Stockholders' Equity (Deficit) (622,257) (604,914) ------------------- ----------------- Total Liabilities and Stockholders' Equity (Deficit) $ 3,094 $ 9,417 =================== =================
2 NT HOLDING CORP. AND SUBSIDIARIES (FORMERLY ABSS, CORP. AND SUBSIDIARIES) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Six Months and Three Months Ended June 30, 2004 and 2003
Six Months Six Months Three Months Three Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2004 2003 2004 2003 ---------------- ----------------- ----------------- ---------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES $ - $ - $ - $ - ---------------- ----------------- ----------------- ---------------- COST OF SALES - - - - ---------------- ----------------- ----------------- ---------------- Gross profit - - - - ---------------- ----------------- ----------------- ---------------- COSTS AND EXPENSES Depreciation and amortization - - - - General and administrative 15,350 23,000 8,770 15,000 ---------------- ----------------- ----------------- ---------------- Total costs and expenses 15,350 23,000 8,770 15,000 ---------------- ----------------- ----------------- ---------------- INCOME(LOSS) FROM OPERATIONS (15,350) (23,000) (8,770) (15,000) ---------------- ----------------- ----------------- ---------------- OTHER INCOME(EXPENSE) Reduction for litigation costs - - - - Interest income 7 - 1 - Interest expense (7,000) - (3,500) - Debt forgiveness - 141,232 - - ---------------- ----------------- ----------------- ---------------- Total other income(expense) (6,993) 141,232 (3,499) - ---------------- ----------------- ----------------- ---------------- INCOME(LOSS) BEFORE INCOME TAXES (22,343) 118,232 (12,269) (15,000) PROVISION FOR INCOME TAXES - - - - ---------------- ----------------- ----------------- ---------------- NET INCOME(LOSS) $ (22,343) $ 118,232 $ (12,269) $ (15,000) ================ ================= ================= ================ Weighted average shares outstanding 2,908,890 1,429,261 2,912,201 1,429,261 ================ ================= ================= ================ Income/(Loss) per share-basic and diluted $ (0.01) $ 0.08 $ (0.00) $ (0.01) ================ ================= ================= ================
3 NT HOLDING CORP. AND SUBSIDIARIES (FORMERLY ABSS, CORP. AND SUBSIDIARIES) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2004 and 2003
Six Months Six Months Ended Ended June 30, June 30, 2004 2003 ----------------- ----------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (22,343) $ 118,232 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization - - Cancellation of debt - (141,232) Changes in assets and liabilities: Increase in accounts payable and accrued expenses 10,820 23,000 ----------------- ----------------- Net cash used in operating activities (11,523) - ----------------- ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities - - ----------------- ----------------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 5,000 - Increase in amounts due to shareholder 200 - ----------------- ----------------- Net cash provided by financing activities 5,200 - ----------------- ----------------- Net Increase (decrease) in Cash (6,323) - CASH AT BEGINNING PERIOD 9,417 - ----------------- ----------------- CASH AT END OF PERIOD $ 3,094 $ - ================= ================= SUPPLEMENTAL CASH FLOW INFORMATION: Debt cancellation-Accounts payable and due to shareholder $ - $ 141,232 ================= ================= Cash paid for interest $ - $ - ================= ================= Cash paid for income taxes $ - $ - ================= =================
4 NT HOLDING CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2004 NOTE 1 - BASIS OF PRESENTATION The interim financial statements at June 30, 2004 and for the six month and three month periods ended June 30, 2004 and 2003 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation. The accompanying unaudited financial statements are for the interim periods and do not include all disclosures normally provided in annual financial statements, and should be read in conjunction with the Company's Form 10-KSB for the year ended December 31, 2003. The accompanying unaudited interim financial statements for the six month and three month periods ended June 30, 2004 and 2003, are not necessarily indicative of the results which can be expected for the entire year. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated. 5 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations LIQUIDITY During the three months ended June 30, 2004, the Company's working capital decreased. This was due to operating losses incurred during this quarter. The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the seeking of the capital it needs to carry on its planned operations. There is no assurance that any of the planned activities will be successful. During June 2004, a total of 20,000 options were exercised for a total of $2,000. CAPITAL RESOURCES As a result of its limited liquidity, the Company has limited access to additional capital resources. The Company does not have the capital to totally fund the obligations that have matured to any of its vendors and shareholders. The shareholders have agreed to roll over any existing loans until the company has stronger liquidity. The Company has received additional capital through the expansion of vendor financing and loans from its directors and shareholders during previous quarters and expects such financing will be its only source of capital in the near future. Additionally, certain options have been exercised to provide the working capital needed for the operations of the Company. Though the obtaining of the additional capital is not guaranteed, the management of the Company believes it will be able to obtain the capital required to meet its current obligations and actively pursue its planned business activities. OPERATIONS The previous operations of the Company were ceased. Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations to meet its obligations, the Company will be dependent upon sources other than operating revenues to meet its operating and capital needs. Operating revenues may never satisfy these needs. Until the capital is obtained to enter into its planned operations discussed above, the Company will need additional capital. ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer (collectively the "Certifying Officers") maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC. (b) Changes in internal controls. Our Certifying Officers have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses. 6 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company was sued in connection with its acquisition of Silver Valley Energy (SVE) and in October 2000 the Company received a default judgment against it in the amount of $960,000. CHC, currently a related party based on the stock issued in the settlement agreement, negotiated and bought out and paid off SVE. The Company then negotiated a settlement with CHC on September 2, 2003. The terms of the settlement were that the company issued a two hundred thousand dollar promissory note for a period of one year with an interest rate of seven percent and issued four million shares of its restricted common stock. Additionally, the company appointed two nominees to its Board of Directors. These actions effectively removed $960,000 out of accrual for judgments, litigation and contingencies and replaced it with $200,000 notes payable to related party, both recognized as current liabilities. The former Chief Executive Officer of BidInvite, Inc has sued the Company. The lawsuit is filed in the Superior Court of the State of Delaware, Sussex County, entitled "David Venables v Unico, Inc. and BidInvite.com, Inc., Case No OOC-11-015 THG." The case is a claim for unpaid wages and breach of contract. On December 12, 2000 Venables obtained a judgment by default (for failure to respond to the Complaint) against Unico,Inc. and BidInvite. The amount of the judgment is $1,360,000. Management believes that the suit can be settled on favorable terms out of court. NexGen has alleged that the Company is in default with respect to its $200,000 note payable issued in connection with its acquisition of The Independent News. At December 31, 2000 $156,000 remains unpaid. At December 31, 2001 the $156,000 remaining unpaid was written off to $ -0- as management believes that certain financial misrepresentations were made in connection with its acquisition of The Independent News. Nothing has been heard from NexGen lately. Legal Counsel indicates it does not appear likely that NexGen will be taking any affirmative action. The Company is also named in a lawsuit against Independent News (now defunct) for bills due and owing apparently for the printing of the prior Independent News. Legal counsel indicates that Independent News, now defunct, would not pay it and that it would be difficult, if not impossible, for the plaintiff to show liability on behalf of the Company (Unico) as a separate operating corporate entity to be responsible for the bills and obligations of the Independent News. Management estimates that the costs to settle these judgments and lawsuits for the Company should not exceed an aggregate of $240,000. Accordingly, the accrual for litigation and judgments is recognized in the financial statements at $240,000 as of December 31, 2003 and June 30, 2004. Item 2. Change of Securities None. Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. On May 7, 2004, the Company held a shareholder's meeting in which it approved the following actions: 1.Elect Alan Lew, Aaron Etra, and Andre Todd to the Board of Directors for the ensuing year; 2.Change name of the Company to NT Holding Corp.; 3.Re-incorporate the domicile of the Company from Delaware to Nevada; 4.The engagement of independent auditors, Madsen & Associates CPAs, Inc.; 5.Increase in authorized shares from twenty (20) million to one hundred (100) million; 6.The Company's Employee Stock Option Plan; and 7.Reverse stock split (pro-rata reduction of outstanding shares) of 4 old shares for 1 new share of the Company's issued and outstanding shares of Common Stock. Item 5. Other information. None. Item 6. Exhibits and reports on Form 8-K. None. 7 SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized, on August 11, 2004. NT Holding Corp. Registrant /s/ Alan Lew ------------------------------ Alan Lew CEO, CFO and Director 8