10-Q 1 sss10q063001.txt BODY 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, 2001. [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required) for the transition period from _____________ to _______________. Commission file number: 0-28913 TRIPLE S PARTS, INC. ------------------------------- (Name of Small Business Issuer in Its Charter) Nevada 88-0354194 ------------------------------- -------------- (State or Other Jurisdiction of I.R.S. Employer Incorporation or Organization) Identification No.) 1004 Depot Hill Rd., Ste. 1, Broomfield, Colorado 80020 ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 303-404-9905 -------------- (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[ ] The number of shares outstanding of Registrant's common stock ($0.0005 par value) as of the quarter ended June 30, 2001, is 2,743,500. TABLE OF CONTENTS PART I Page ---- ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. PLAN OF OPERATION 8 PART II ITEM 1. LEGAL PROCEEDINGS 9 ITEM 2. CHANGES IN SECURITIES 9 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9 ITEM 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS 9 ITEM 5. OTHER 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9 SIGNATURES 10 PART I ITEM 1. FINANCIAL STATEMENTS Unless otherwise indicated, the term "Company" refers to Triple S Parts, Inc. and its subsidiaries and predecessors. The accompanying consolidated unaudited condensed financial statements have been prepared by management in accordance with the instructions in Form 10-QSB and, therefore, so not include all information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended December 31, 2000. These statements do include all the normal recurring adjustments which the Company believes is necessary and affords a fair presentation. The interim results are not necessarily indicative of the results for the full year ending December 31, 2001. Accordingly, consolidated unaudited interim financial statements, including a balance sheet for the Company as of the fiscal quarter ended June 30, 2001, 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 fiscal year are attached hereto as Pages F-1 through F-4 and are incorporated herein by this reference.

10 TRIPLE S PARTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Triple S Parts, Inc. have been prepared in accordance with generally accepted accounting principles and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2000, as reported in the 10-KSB, have been omitted. ITEM 2. PLAN OF OPERATION The following discussion and analysis should be read in conjunction with the Company's financial statements and notes thereto included elsewhere in this Form 10-QSB. Except for the historical information contained herein, the discussion in this Form 10-QSB contains certain forward looking statements that involve risks and uncertainties, such as statements of the Company's plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-QSB should be read as being applicable to all related forward statements wherever they appear in this Form 10-QSB. The Company's actual results could differ materially from those discussed here. Other than what has been disclosed herein and in the year end report for year 2000, filed on April 16, 2001, the Company is not aware of any immediate circumstances or trends which would have a negative impact upon future sales or earnings. There have been no material fluctuations in the standard seasonal variations of the Company business. The accompanying financial statements include all adjustments, which in the opinion of management are necessary in order to make the financial statements not misleading. The Company ------------ The Company presently has office space at no cost to the Company at 1004 Depot Hill Rd., #1E, Broomfield, Colorado 80020. On July 10, 1999, we forward split our common stock eleven (11) shares for one (1) share. All disclosure herein accounts for this forward split unless indicated otherwise. Business of Issuer -------------------- We were incorporated as Triple S Parts, Inc. in the State of Nevada on February 22, 1996, to market and sell rare motorcycle parts. The Company had been engaged in on-going merger negotiations with Advanced Hyperbaric Technologies, Inc. ("AHT"), a private New Jersey corporation. The parties entered into a definitive agreement on November 15, 2000 whereby the Company would acquire AHT. AHT would become a wholly owned subsidiary upon completion of the merger and the shareholders of AHT would receive approximately 70% of the common stock of the Company. The agreement was conditional upon the Company being approved for trading on the Over The Counter Bulletin Board stock exchange ("OTCBB"). On February 12, 2001, the Company submitted a Form 15c2-11 to the National Association of Securities Dealers ("NASD"), in order to become a trading entity on the Over The Counter Bulletin Board stock exchange ("OTCBB"). If and when the Company was approved for trading, the Company was to go forward with their acquisition of Advanced Hyperbaric Technologies, Inc. ("AHT"), pursuant to the terms set forth in the aforementioned agreement executed November 15, 2000. On or about March 20, 2001, the parties agreed to rescind the November 15, 2000 acquisition agreement returning each to their status quo. The Company has been negotiating a stock exchange agreement merger with Charles Booth, Inc., a New York corporation that specializes in hair care products. Charles Booth, the individual, has a successful history of formulating and marketing hair care products throughout Europe. Nothing definitive has been signed as of the date of this filing but the parties are negotiating in earnest. Capital Resources and Liquidity ---------------------------------- During the quarter ended June 30, 2001, the Company did not issue any unregistered shares not register shares of its common stock. Results of Operations ----------------------- For the three month ended June 30, 2001, the Company sustained a loss of $0.00 and the loss per share was $0.00. For the comparable period of 2000, the Company sustained a loss of $0.00 and the loss per share was $0.00. PART II ITEM 1. LEGAL PROCEEDINGS We are not aware of any material pending legal proceeding to which we are a party or of which any of our property is the subject. We are not aware of our Company's involvement in violations of Federal, State or local statutes or ordinances with environmental protection. ITEM 2. CHANGES IN SECURITIES During the quarter ended June 30, 2001, there were no changes in securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES During the quarter ended June 30, 2001, there were no defaults upon senior securities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the quarter ended June 30, 2001, there were no matters submitted to a vote of the Company's shareholders. ITEM 5. OTHER Change in Registrant's Certifying Accountant. ------------------------------------------------ The Registrant has changed its certifying accountant from Van Buren & Hauke, LLC, CPA's to Malone & Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, Texas 77056 on August 13, 2001. The report of Van Buren & Hauke, LLC, CPA's for the past two years has not contained an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. The accounting firm of Van Buren and Hauke, LLC, CPA's was terminated but there have been no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Malone & Bailey, PLLC was not consulted on accounting policies or on any accounting transaction prior to their engagement. The change of auditors was approved by the Board of Directors. The Company has not received a Letter of Consent from the old auditor, Van Buren & Hauke, LLC, CPA's and will file an 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 upon, and if, receipt thereof. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K During the quarter ended June 30, 2001, there were no reports on form 8-K. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized this 20th day of August, 2001. TRIPLE S PARTS, INC. /s/Thomas Pierson ----------------- By: Thomas Pierson, President

TRIPLE S PARTS INC /NV/ 10-Q