U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
TS ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29523 73-1564807
-------------- ------------------------ -------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
111 Hilltop Lane, Pottsboro, TX 75076
903-786-9618
-------------------------------------------------------
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of February 17, 2004, the Company had 600,015 shares of its $.001 par
value common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Page
----
Balance Sheet December 31, 2003 (Unaudited) 3
Statements of Operations for the Three-Month and
Six Month Periods Ended December 31, 2003
and 2002 (Unaudited) 4
Statements of Cash Flows for the Six Month Periods
Ended December 31, 2003 and 2002 (Unaudited) 5
Notes to the Financial Statements 6
2
TS Electronics, Inc.
(Formerly, Softstone, Inc.)
Balance Sheet
Unaudited
December 31,
2003
------------
CURRENT ASSETS
Cash and Cash Equivalents $ 90
Receivables -
Prepaid legal costs and Other -
------------
Total Current Assets 90
OTHER ASSETS
Note Receivable
Property, Plant & Equipment, net of
accumulated depreciation -
Mining Claims -
Goodwill -
------------
Total Assets $ 90
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 43,979
Notes Payable - Due Within One Year -
Accrued compensation -
Settlement Payable -
Liabilities from Discontinued Operations -
Liabilities of Business Transferred -
------------
Total Current Liabilities 43,979
------------
OTHER LIABILITIES
Notes Payable - Due After One Year
Total Liabilities 43,979
STOCKHOLDERS' DEFICIT
Common stock - $.001 Par Value; 30,000,000 shares
authorized; 600,015 shares issued and outstanding 600
Shares To Be Issued 2,000
Additional Paid in Capital 3,693,122
Deficit Accumulated (3,739,611)
------------
Total Stockholders' Deficit (43,889)
------------
Total Liabilities and Stockholders' Deficit $ 90
============
The accompanying notes are an integral part of these financial statements.
3
TS Electronics, Inc.
(Formerly, Softstone, Inc.)
Statements of Operations
Three months ended Six months ended
-------------------------- --------------------------
December 31, December 31, December 31, December 31,
2003 2002 2003 2002
---- ---- ---- ----
REVENUES $ $ 3,850 $ 7,317 $ 90,275
COSTS OF GOODS SOLD
Total Cost of Goods Sold - 39,568 29,705 54,390
---------- ---------- --------- ----------
Gross Profit - (35,718) (22,388) 35,885
GENERAL AND
ADMINISTRATIVE EXPENSES
Total General and
Administrative Expenses 563 44,012 62,502 85,517
Net Loss before Other
Income and Expenses $ (563) $ (79,730) $ (84,890) $ (49,632)
OTHER (INCOME) AND EXPENSES
Loss on Disposal of Assets
and Liabilities - 239 454,220 21,114
Interest - 23,630 5,595 32,598
Gain on Settlement of Debt - (135,083)
---------- ---------- --------- ----------
Total Other (Income)
and Expenses - 23,869 324,732 53,712
Net Loss $ (563) $ (103,599) $(409,622) $ (103,344)
========= ========== ========== ==========
Earnings (Loss) Per Common
Share, Basic and Diluted (0.00) (0.01) (0.77) (0.01)
========= ========== ========== ==========
Weighted Average common
Shares Outstanding 600,015 7,041,965 530,886 7,041,965
========= ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
TS Electronics, Inc.
(Formerly, Softstone, Inc.)
Statement of Cash Flows
For the Six Month Periods Ended December 31, 2003 and 2002
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (409,622) $ (103,343)
Adjustments to Reconcile Net Income to
Net Cash Flows from Operating Activities:
Depreciation and amortization 34,075
Loss on sale of assets 454,220 21,114
Issuance of common stock for services 8,599
Gain on settlement of debt (135,083)
Decrease of accounts receivable 818
Increase (decrease) of accounts payable 43,978 (5,055)
Increase of accrued expenses 2,102 33,365
---------- ----------
Total Adjustments 373,816 84,317
---------- ----------
Net Cash Flows from Operating Activities (35,806) (19,026)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets (2,500) 19,826
---------- ----------
Net Cash Flows from Investing Activities (2,500) 19,826
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on loans and debts (3,804) (656)
Proceeds from borrowing 40,411
Cash received for shares to be issued 24,500
---------- ----------
Net Cash Flows from Financing Activities 36,607 23,844
Net Increase (Decrease) in Cash and Cash Equivalents (1,699) 24,644
Cash and Cash Equivalents at Beginning of Period 1,789 1,253
---------- ----------
Cash and Cash Equivalents at End of Period $ 90 $ 25,897
========== ==========
Supplemental Cash Flow Information:
--------------------------------------
Cash Paid for Interest 5,595 8,261
Noncash Investing and Financing Activities:
-----------------------------------------------
The accompanying notes are an integral part of these financial statements.
5
TS ELECTRONICS, INC.
(Formerly Softstone Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
TS Electronics, Inc. (the "Company"), a Delaware corporation, was incorporated
on October 7, 1998. The Company was formed to manufacture a patented rubber
product used in the road and building construction industries. The Company
planned to create rubber modules entirely from recycled tires, which can be used
in the construction of roads, driveways, decks, and other types of walkways. Its
principal activities have consisted of financial planning, establishing sources
of production and supply, developing markets, and raising capital. Prior to July
2002, the Company was in the development stage in accordance with Statement of
Financial Accounting Standards No. 7. Its principal operations began in the
quarter ended September 30, 2002. On August 13, 2003, the Company changed its
name to TS Electronics, Inc.
On October 7, 1998, SoftStone Building Products, Inc. ("SSBI" -an Oklahoma
corporation and predecessor to the Company) was incorporated. Effective May 31,
1999, SSBI was merged into Softstone, Inc. (incorporated January 28, 1999 under
the laws of the State of Delaware) and SSBI was subsequently dissolved. Each
share of previously outstanding common stock was converted into 2,500 shares of
common stock of the new entity and the new capitalization was reflected in the
financial statements as if it had occurred at the beginning of the period
presented.
On July 24, 2001, the Company entered into a plan of reorganization involving
Kilkenny Acquisition Corp. (Kilkenny) whereby the Company is the survivor and in
control of the board of directors. The merger agreement provided for the
exchange of 1,158,387 shares of the Company's common stock for all the common
stock of Kilkenny. In connection with this merger, on April 4, 2001, certain
insider shareholders of the Company contributed 3,947,698 shares of their common
stock to the Company effectively reducing the then outstanding shares of stock
to 3,685,992. Subsequent issues of common stock for cash and services increased
the outstanding stock of the Company to 4,590,646. The issuance of the above
mentioned shares of the Company's common stock on the merger date increased the
common stock of the Company to 5,669,033 with the Company shareholders, prior to
the merger, owning approximately 81% of the outstanding shares of the Company.
For accounting purposes, the transaction between the Company and Kilkenny has
been treated as a re-capitalization of the Company, with the Company as the
accounting acquirer (reverse acquisition).
During the six months ended December 31, 2003 the Company generated revenues
from the brokering of crumb rubber transactions.
Basis of presentation
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, but
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. The audited
6
TS ELECTRONICS, INC.
(Formerly Softstone Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
consolidated financial statements for the year ended June 30, 2003 were filed on
October 14, 2003 with the Securities and Exchange Commission and are hereby
referenced. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. Operating results for the
three-months ended December 31, 2003 are not necessarily indicative of the
results that may be expected for the year ended June 30, 2004.
Segment Reporting
During the periods ended December 31, 2003 and 2002, the Company only operated
in one segment. Therefore, segment disclosure has not been presented.
Reclassifications
Certain comparative amounts have been reclassified to conform to the current
year's presentation.
2. RECENT PRONOUNCEMENTS
On April 30, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends
and clarifies the accounting guidance on (1) derivative instruments (including
certain derivative instruments embedded in other contracts) and (2) hedging
activities that fall within the scope of FASB Statement No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities. FAS 149 also
amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. FAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003,
with certain exceptions, and (2) for hedging relationships designated
after June 30, 2003. The guidance is to be applied prospectively. The adoption
of SFAS 149 does not have a material effect on the earnings or financial
position of the Company.
On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. FAS 150 affects an
entity's classification of the following freestanding instruments: a)
Mandatorily redeemable instruments b) Financial instruments to repurchase an
entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of
its shares or other equity instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
7
TS ELECTRONICS, INC.
(Formerly Softstone Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
instruments d) FAS 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies, mandatorily
redeemable financial instruments are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The adoption of SFAS 150
does not have a material effect on the earnings or financial position of the
Company.
3. PROPERTY AND EQUIPMENT - IMPAIREMENT
At June 30, 2003, the Company evaluated value of the property and equipment and
determined all the assets have been impaired and were of no value. Therefore,
the Company recorded an impairment expense equal to the book value of property
and equipment amounting $295,074 in the financial statements for the year ended
June 30, 2003.
4. STOCKHOLDERS' EQUITY
Common Stock:
During the period ended September 30, 2003, the Company issued common stocks in
exchange of various services to following parties:
During the period ended September 30, 2003, the Company issued 344 shares for
cash included in the prior period.
During the period ended September 30, 2003, the Company issued 6,879 shares of
common stock valued at $25,796 for settlement of accounts payable - related
parties amounting $160,879, resulting in a gain of $135,083 on settlement of
debt.
During the period ended September 30, 2003, the Company issued 2,293 shares for
services valued at $8,599.
During the period ended September 30, 2003, the Company issued 229 shares for
interests valued at $1,301.
During the period ended September 30, 2003, the Company agreed to issue 1,147
shares for loan incentive included in the prior period valued at $2,000. The
shares were not issued through September 30, 2003 and have been classified as to
be issued in the accompanying financial statements.
During the period ended September 30, 2003, the Company issued 239,273 shares
for disposal of assets and liabilities valued at $1,359,071 resulting in a loss
of $454,220.
Pursuant to the reorganization agreement (note 6) on August 13, 2003,
consolidated each 21.8045 outstanding shares of its common stock to one share,
with fractional shares being rounded up or down to the nearest whole number.
8
TS ELECTRONICS, INC.
(Formerly Softstone Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
During the period ended December 31, 2003 the Company did not enter into or
issue any stock transactions.
5. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities in
the normal course of business. Through December 31, 2003, the Company had
incurred cumulative losses of $3,739,611 and negative working capital of
$43,889. The Company's goal to attain profitable operations is dependent upon
obtaining financing and achieving a level of revenues adequate to support the
Company's cost structure. Management's plan of operations anticipates that the
cash requirements for the next twelve months will be met by obtaining capital
contributions through the sale of common stock, borrowings and cash flow from
operations. However, there is no assurance that the Company will be able to
implement its plan.
6. REORGANIZATION
On July 31, 2003, the Company entered in to a reorganization agreement with TS
Electronics (China) a Delaware corporation that conducts all of its business in
China. Under the reorganization agreement, TS Electronics (China) shareholders
would have purchased from the Company, 5,350,000 shares of its common stock in a
private placement under rule 506 of the Regulation D of the Securities Act of
1933, in exchange of for the transfer to the Company of all the capital stock of
TS Electronics (China). Under the agreement, all of the directors of the Company
would have been replaced by present designees of TS Electronics (China) to fill
this vacancy and become the director of the Company.
Per the agreement, TS Electronics (China) and its shareholders would have been
indemnified by the Company against any liabilities arising either from a failure
of the Company or its current president to discharge all liabilities of the
Company. The closing of the agreement would have been effective subject to
compliance of Securities and Exchange filing rules and regulations.
Pursuant to the reorganization agreement, on August 13, 2003, the Company filed
its Certificate of Amendment to Certificate of Incorporation with the Secretary
of State of the State of Delaware changing its name to "TS Electronics, Inc."
and consolidating the common stock of the corporation. The stock consolidation
to 600,015 shares, $0.001 par value, effective August 14, 2003, consolidated
each 21.8045 outstanding shares to one share, with fractional shares being
rounded up or down to the nearest whole number.
Per the agreement, in contemplation of the sale of the Company's assets and
liabilities to Softstone, LLC, the entity owned by Gene Boyd, Keith Boyd, and
Betty Sue Boyd (the "Boyds" who are related to the Company as officer and
related party of the officer of the Company.), the Company issued a total of
9
TS ELECTRONICS, INC.
(Formerly Softstone Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
239,273 shares of its common stock to Boyds valued at $1,359,071 in exchange for
assumption of debt and transfer of assets to LLC amounting $906,851 resulting in
a loss of $452,220.
Per the agreement, the Company would have issued to the Softstone, LLC, upon
closing, 50,000 shares of post-consolidation stock and also 100,000 common stock
purchase warrants exercisable
for one year at $1.25 a warrant.
Per the agreement, the Company's debt owed to creditors other than to the Boyds
and for the legal fees has been released or paid by Boyds. The Company's debt to
the Boyds has been cancelled.
7. SUBSEQUENT EVENTS
On January 20, 2004 the Company filed a Schedule 14C Withdrawal Request with the
Securities and Exchange Commission requesting withdrawal of the preliminary
information statement and amendments for the reason that the proposed business
combination between the two companies has been abandoned.
During January, 2004 the Company completed a shipment of rubber creating
revenues of $12,450 and brokerage fee expenses of the same amount.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto and is qualified in
its entirety by the foregoing and by more detailed financial information
appearing elsewhere. See "Item 1. Financial Statements."
Results of Operations - Second Quarter (Q2) of Fiscal Year 2004 Compared to
---------------------------------------------------------------------------
Second Quarter of Fiscal Year 2003
---------------------------------------
TS Electronics had no sales in Q2 2004, as compared with sales of $3,850 in
Q2 2003 (TS Electronics' fiscal year ends on June 30). Until TS Electronics (i)
successfully sells its devulcanized rubber technology or (ii) consistently
brokers crumb rubber, it will continue to operate at a loss.
Our general, selling and administrative expenses - which have been devoted
to raising capital and acquiring a public market for our common stock - were
$563 in Q2 2004 as compared with $44,012 in Q2 2003.
We had a loss of $563 in Q2 2004, or $0.00 a share, as compared with a loss
of $103,599 in Q2 2003, or $0.01 a share.
Results of Operations - First Half of Fiscal Year 2004 Compared to First
---------------------------------------------------------------------------
Half of Fiscal Year 2003
----------------------------
TS Electronics had sales of $7,317 in the first half of FY 2004 (December
31, 2003) compared to sales of $90,275 in the first half of FY 2003 (December
31, 2002). Until TS Electronics (i) successfully sells its devulcanized rubber
technology or (ii) consistently brokers crumb rubber, it will continue to
operate at a loss.
Our general, selling and administrative expenses - which have been devoted
to raising capital and acquiring a public market for our common stock - were
$62,502 in the first half of FY 2004 as compared with $85,517 in the first half
of FY 2003.
We had a net loss of $409,622, or $0.77 a share, in the first half of FY
2004 as compared with a net loss of $103,344, or $0.01 a share, in the first
half of FY 2003. The loss was due primarily to a loss of $454,220 on the
disposed of asserts, although we did gain $135,083 in the settlement of debts.
OUTLOOK
The statements made in this Outlook are based on current plans and
expectations. These statements are forward looking, and actual results may vary
considerably from those that are planned.
11
We propose to raise additional funds for the purposes of pursuing the
marketing of our devulcanized rubber technology that we purchased from Levgum,
Ltd. for the exclusive rights to the Western Hemisphere, as well as further
expanding our brokering of crumb rubber business that was founded in August of
2003.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in this
report is recorded, processed, accumulated and communicated to our management,
including our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure. Within the 90 days prior to
the filing date of this report, our management, with the participation of our
chief executive officer and chief financial officer, carried out an evaluation
of the effectiveness of the design and operation of these disclosure controls
and procedures. Our chief executive officer and chief financial officer
concluded, as of fifteen days prior to the filing date of this report, that
these disclosure controls and procedures are effective.
Changes in internal controls. Subsequent to the date of the above
evaluation, we made no significant changes in our internal controls or in other
factors that could significantly affect these controls, nor did we take any
corrective action, as the evaluation revealed no significant deficiencies or
material weaknesses.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed, by incorporation by reference, as
part of this Form 10-QSB:
2 Agreement and Plan of Reorganization of July 24, 2002 between
Softstone, Inc. and Kilkenny Acquisition Corp.*
3 Certificate of Incorporation of Softstone Inc.*
3.1 Bylaws of Softstone, Inc.*
10 Lease Agreement of February 1, 2000, between Ardmore
Development Authority, as lessor, and Softstone, Inc., as
lessee.*
10.1 Scrap Tire Disposal Agreement of January 11, 2000, between
Michelin North America, Inc., and Softstone, Inc.*
12
10.2 Letter of intent of May 1, 2002, of Little Elm Independent
School District regarding the Little Elm Walking Trail.*
10.3 Agreement of March 15, 2002 with Levgum, Inc. concerning
exclusive license to Western Hemisphere for Levgum's
devulcanization technology.**
10.4 Reorganization Agreement of August 2, 2003 between Softstone
Inc., TS Electronics Corporation, and other parties.+
10.5 Escrow Agreement of August 1, 2003 between Softstone Inc.,
TS Electronics Corporation, and other parties.+
10.6 Form of August 1, 2003 Lockup Agreement between TS
Electronics Corporation, certain shareholders of Softstone Inc.
and the custodian.+
16.1 Letter of September 9, 2002 of Hogan & Slovacek agreeing with
the statements made in Form 8-K by Softstone Inc., concerning
Softstone's change of principal independent accountants.***
31 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99 United States Patent No. 5,714,219.*
* Previously filed with Form 8-K August 8, 2002 Commission File No.
000-29523; incorporated by reference.
** Previously filed with Form 8-K August 27, 2002 Commission File No.
000-29523; incorporated by reference.
13
*** Previously filed with Form 8-K September 11, 2002 Commission File No.
000-29523; incorporated by reference.
+ Previously filed with Form 10-QSB 09-30-03 Commission File No. 000-29523,
incorporated by reference.
(b) Reports on Form 8-K
Form 8-K reporting Item 4 - Changes in Registrant's Certifying
Accountant; filed 02-06-04, EDGAR Accession Number
0001060830-04-000022.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: February 18, 2004 TS ELECTRONICS, INC.
By:/s/ Keith P. Boyd
-----------------------------------
Keith P. Boyd, President
14
TS ELECTRONICS, INC.
Commission File Number 0-29523
Index to Exhibits to
Form 10-QSB 12-31-03
The following exhibits are filed, by incorporation by reference, as part of this
Form 10-QSB:
2 Agreement and Plan of Reorganization of July 24, 2002 between
Softstone, Inc. and Kilkenny Acquisition Corp.*
3 Certificate of Incorporation of Softstone Inc.*
3.1 Bylaws of Softstone, Inc.*
10 Lease Agreement of February 1, 2000, between Ardmore
Development Authority, as lessor, and Softstone, Inc., as
lessee.*
10.1 Scrap Tire Disposal Agreement of January 11, 2000, between
Michelin North America, Inc., and Softstone, Inc.*
10.2 Letter of intent of May 1, 2002, of Little Elm Independent
School District regarding the Little Elm Walking Trail.*
10.3 Agreement of March 15, 2002 with Levgum, Inc. concerning
exclusive license to Western Hemisphere for Levgum's
devulcanization technology.**
10.4 Reorganization Agreement of August 2, 2003 between Softstone
Inc., TS Electronics Corporation, and other parties.+
10.5 Escrow Agreement of August 1, 2003 between Softstone Inc.,
TS Electronics Corporation, and other parties.+
10.6 Form of August 1, 2003 Lockup Agreement between TS
Electronics Corporation, certain shareholders of Softstone Inc.
and the custodian.+
16.1 Letter of September 9, 2002 of Hogan & Slovacek agreeing with
the statements made in Form 8-K by Softstone Inc., concerning
Softstone's change of principal independent accountants.***
31 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
1
31.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99 United States Patent No. 5,714,219.*
* Previously filed with Form 8-K August 8, 2002 Commission File No.
000-29523; incorporated by reference.
** Previously filed with Form 8-K August 27, 2002 Commission File No.
000-29523; incorporated by reference.
*** Previously filed with Form 8-K September 11, 2002 Commission File No.
000-29523; incorporated by reference.
+ Previously filed with Form 10-QSB 09-30-03 Commission File No. 000-29523,
incorporated by reference.
2