SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2002
Commission File No. 0-25675
COMBINED PROFESSIONAL SERVICES, INC.
(PATRON HOLDINGS INC. as of October 11, 2002)
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(Exact name of registrant as specified in its charter)
NEVADA 0-25675 88-0346441
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
212 West Kinzie Street, Chicago, IL 60610
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(Address and principal executive offices)
(312) 493-2171
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(Issuer's telephone number)
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: 6,687,200 shares as of September 30,
2002.
Transitional Small Business Format: NO
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Registrant's updated unaudited Financial Statements as of September 30, 2002 are
filed herewith following the signature.
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.
COMBINED PROFESSIONAL SERVICES, INC.
(PATRON HOLDINGS INC.)
December 26, 2002 By: /s/ MARIE MEISENBACH GRAUL
-------------------------------
Marie Meisenbach Graul,
Chief Financial Officer
CERTIFICATIONS*
I, Patrick J. Allin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Patron Holdings, Inc.
(Formerly know as Combined Professional Services).
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 26, 2002
/s/ Patrick J. Allin
-----------------------
Patrick J. Allin
Chief Executive Officer
* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.
CERTIFICATIONS*
I, Marie Meisenbach Graul, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Patron Holdings, Inc.
(Formerly know as Combined Professional Services).
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: December 26, 2002
/s/ Marie Meisenbach Graul
--------------------------
Marie Meisenbach Graul
Chief Financial Officer
* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form
10-QSB and Regulation S-B of the Securities and Exchange Commission.
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 and should be read in conjunction with Notes to
Financial Statements contained in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine months ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002.
The preparation of financial statements in accordance 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 the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. Available-for-Sale Security
On June 7, 2001, the Company exchanged 150,000 shares of its common
stock for 49 shares of the common stock (4.9%) of a privately owned Florida
corporation, PBJ Holdings, Inc. (PBJ). PBJ has no assets, nor liabilities, but
is the sole owner of Florida Discount Securities, Inc. (FDSI). As of June 30,
2001, the 49 shares of PBJ were valued at $3,320. The 49 shares of PBJ are
valued at $3,664 at September 30, 2002 and $3,914 as of December 31, 2001,
according to the following summaries of the fair value of FDSI's assets and
liabilities:
Sept. 30, 2002 Dec. 31, 2001
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Cash $ 14,668 $ 16,183
Receivables 58,887 209,057
NASDAQ Deposit 3,300 3,300
Accrued Expenses (2,100) (148,643)
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Net Assets $ 74,755 $ 79,897
x 4.9% x 4.9%
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Fair Value $ 3,664 $ 3,914
============= =============
As per SFAS 115, the increase in fair value of $594 as of December 31,
2001 is recorded as other comprehensive income. The decrease in fair value of
$250 for the nine months ended September 30, 2002 is recorded as other
comprehensive loss, resulting in accumulated other comprehensive income of $344.
3. Related Party Transactions
During the nine months ended September 30, 2002, the Company's two
presidents have paid all of the administrative expenses for the Company. This
total amount of $10,421 has been contributed to the Company and added to
additional paid in capital.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
4. Stock Transactions
On July 18, 2002, the Company elected a new director and president. On
that same day, the Company cancelled the outgoing president's 4,500,000 shares
of common stock and issued 4,000,000 shares to the new president. The 4,000,000
shares represent compensation to the new president over the next two years. Such
shares are restricted and are subject to return to the Company under certain
circumstances; consequently, they are not included in the shares outstanding as
of September 30, 2002.
5. Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has sustained
recurring operating losses and has minimal assets. These factors raise
substantial doubt as to the Company's ability to continue as a going concern.
The future of the Company is dependent upon its ability to raise additional
working capital and to seek potential merger candidates.
6. Subsequent Event
On September 27, 2002, the Company executed a share exchange agreement
with Patron Systems, Inc. (a Delaware privately-owned corporation) and the
shareholders of Patron Systems, Inc. Patron Systems, Inc. is a development stage
corporation which has been organized to provide information security solutions.
The agreement is scheduled to close during early October 2002.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
September 30,
2002 December 31,
(Unaudited) 2001
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ASSETS
CURRENT ASSETS
Prepaid Expense $ 186 $ -
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TOTAL CURRENT ASSETS 186 -
OTHER ASSETS
Available-for-Sale Security 3,664 3,914
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TOTAL ASSETS $ 3,850 $ 3,914
============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 16,447 $ 2,213
Due to Officer - 600
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TOTAL CURRENT LIABILITIES 16,447 2,813
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STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, $.001 par value authorized 50,000,000 shares; 2,687,200 shares
issued and outstanding at 2002
and 9,300,000 shares issued and outstanding at 2001 2,687 9,300
Additional Paid in Capital 22,195 4,975
Deficit Accumulated During
Development Stage (37,823) (13,768)
Accumulated other comprehensive income 344 594
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (12,597) 1,101
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 3,850 $ 3,914
============== ================
See accompanying notes to financial statements.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(UNAUDITED)
October 11, 1995
Three Months Ended Nine Months Ended (Inception)
Sept. 30, Sept. 30, Sept. 30, Sept. 30, to Sept. 30,
2002 2001 2002 2001 2002
----------- ----------- ----------- ----------- -----------
INCOME
Revenue $ 0 $ 0 $ 0 $ 0 $ 10,609
----------- ----------- ----------- ----------- -----------
TOTAL INCOME 0 0 0 0 10,609
OPERATING EXPENSES
General and Administrative 19,141 1,013 24,055 - 59,323
----------- ----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 19,141 1,013 24,055 0 59,323
----------- ----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS (19,141) (1,013) (24,055) 0 (48,714)
OTHER INCOME 0 0 0 0 10,891
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (19,141) $ (1,013) $ (24,055) $ 0 $ (37,823)
=========== =========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ 0.00 $ (0.01)
=========== =========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON STOCK
OUTSTANDING 3,981,009 4,650,000 7,507,519 4,074,542 5,312,275
=========== =========== =========== =========== ===========
See accompanying notes to financial statements.
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
October 11, 1995
Nine Months Ended (Inception)
Sept. 30, Sept. 30, to Sept. 30,
2002 2001 2002
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CASH FLOWS FROM
FROM OPERATING ACTIVITIES
Net (Loss) $ (24,055) $ (1,013) $ (37,823)
Prepaid Expense (186) - (186)
Accounts Payable 14,234 - 16,447
Due to Officer (600) 1,013 -
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NET CASH USED IN
OPERATING ACTIVITIES (10,607) 0 (21,562)
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CASH FLOWS FROM
INVESTING ACTIVITIES 0 0 0
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CASH FLOWS FROM
FROM FINANCING ACTIVITIES
Contributions from Officers 10,607 - 10,607
Issue Common Stock - - 11,100
Purchase Treasury Stock - - (145)
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NET CASH PROVIDED BY
FINANCING ACTIVITIES 10,607 0 21,562
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Net increase
(decrease) in cash - - -
Cash, Beginning of Period - 296 -
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Cash, End of Period $ - $ 296 $ -
============= ============= ==================
See accompanying notes to financial statements.