30-Mar-2004
Annual Report
Item 6. Management's Discussion and Analysis of Financial Conditions and - Results of Operations -
Introduction The following discussion and analysis highlights the financial position of T & G2, Inc. at December 31, 2003 compared to year end December 31, 2002, and plan of operations for the years ended December 31, 2003 and 2002. The business activities of the Company are now that of the two wholly owned subsidiaries. Comparisons are provided below but the Company is just now able to show a year-by-year comparison of business activities. In reviewing the Company's numbers in this report, it must be remembered that it essentially shows the first year of operations in the Company's two wholly owned subsidiaries.
Certain statements in this Form 10-KSB, including information set forth under Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operations constitute 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Such forward-looking statements are identified by words such as "intends," "anticipates," "hopes," and "expects," among others, and include, without limitation, statements regarding the Company's plan of business operations, anticipated revenues, related expenditures, and the results of any business transactions. Factors that could cause actual results to differ materially include, among others, the following: acceptability of the Company's services in the market place, general economic conditions, political and economic conditions in the United States and abroad, and competition. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
Plan of Operation -
The Company's management entered into a transaction for funding in the form of a debt financing. Additionally, the Company entered into a transaction to acquire a German based business entity for the distribution and furtherance of the Company's business including the investment of up to $950,000. Additionally, business combinations with entities with significant cash will also be considered. It now seems to be a forgone conclusion that a sufficient amount of money will be funded for management to execute it's business plan and succeed. However, until this transaction actually does fund, there can be no assurance that a closing will take place. For the following twelve month period from January, 2004 to December, 2004 it is anticipated, absent the Company's obtaining other sources of liquidity as described above, the Company's primary funding for ongoing corporate expenses, such as legal and accounting fees and filing fees, will be provided by the private sale of the Company's securities and from operating activities. Thereafter, the Company anticipates to further expand and generate revenues from the sale of their time clocks and computerized bingo systems. The Company's management has had ongoing discussions with investment bankers pertaining to additional financing as a backup or second option in the case that the transaction already entered into by the Company does not close. This would include a stair step-financing plan. This will encompass initial seed capital, a first and second level of private placements, bridge financing, and mezzanine financing. However, there can be no assurance management will be successful in these endeavors.
Liquidity and Capital Resources -
For the year ended December 31, 2003, the Company used ($855,883) in operating activities compared to ($866,607) for the year ended December 31, 2002. Most noted in this increase in cash used in operations is due to the new business activities of the Company through it's two wholly owned subsidiaries, which we believe will translate into generating increased cash flows. However, a majority of the increases are attributable to the issuances of stock for the acquisition of Both Solutions Technology, Inc and Zingo Sales, Ltd. for which the Company recorded $3,177,556 as impairment of goodwill and $4,875,000 written off to organizational cost respectively. Additionally, $488,360 in 2003 and $831,600 in 2002 worth of stock was issued for services. In addition, in 2003, the Company incurred $479,610, as discounts on the stock issued for the year. The Company did receive $1,438,293 from the sale of stock in the year ended December 31, 2003, compared to $547,100 for the year ended December 31, 2002. The Company has also borrowed certain amounts from related parties as well as banks to finance the beginning production costs for its time clocks and computerized bingo systems. The Company has made significant progress with respect to future funding. Funding is expected shortly, which will enable the Company to market, and produce its products. We anticipate that going forward; we will streamline administrative, and professional fees to conserve cash flow. Once the recognition of revenues occurs, certain expenses will increase, but only in accordance with the increase in revenues.
Going Concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and at December 31, 2003 and 2002 had a working capital deficit. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.