UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended March 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from _________ to __________
Commission File Number 0-25844
TAITRON COMPONENTS INCORPORATED
(Exact name of small business issuer as specified in its charter)
California 95-4249240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
28040 West Harrison Parkway, Valencia, California 91355-4162
(Address of principal executive offices)
(661) 257-6060
(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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding on April 30, 2007
------------------------------------- -----------------------------
Class A common stock, $.001 par value 4,775,144
Class B common stock, $.001 par value 762,612
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Balance Sheet
(Dollars in Thousands)
March 31,
2007
-----------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 1,308
Trade accounts receivable, net 1,562
Inventory, net 15,507
Prepaid expenses and other current assets 219
-------
Total current assets 18,596
Property and equipment, net 4,329
Other assets 1,786
-------
Total assets $24,711
=======
Liabilities and Shareholders' Equity
Current liabilities:
Trade accounts payable $ 1,067
Accrued liabilities and other 448
Current portion of long-term debt 89
-------
Total current liabilities 1,604
Long-term debt, less current portion (Note 3) 487
-------
Total liabilities 2,091
-------
Commitments and contingencies (Note 4)
Shareholders' equity:
Preferred stock, $.001 par value. Authorized
5,000,000 shares
None issued or outstanding --
Class A common stock, $.001 par value
Authorized 20,000,000 shares;
issued and outstanding 4,765,144 shares
Class B common stock, $.001 par value
Authorized, issued and outstanding 7
762,612 shares
Additional paid-in capital 10,517
Accumulated other comprehensive income, net of tax 25
Retained earnings 12,071
-------
Total shareholders' equity 22,620
-------
Total liabilities and shareholders' equity $24,711
=======
See accompanying notes to condensed consolidated financial statements.
Page 2
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Statements of Operations
(Dollars in Thousands, except per share amounts)
Three months ended March 31,
2007 2006
----------- -----------
(Unaudited) (Unaudited)
Net sales $ 1,855 $ 1,989
Cost of goods sold 1,355 1,509
----------- -----------
Gross profit 500 480
Selling, general and administrative 691 636
expenses
----------- -----------
Loss from operations (191) (156)
Interest income, net 11 15
Other expense, net (8) (17)
----------- -----------
Loss before income taxes (188) (158)
Income tax provision (2) (4)
----------- -----------
Net loss $ (190) $ (162)
=========== ===========
Other comprehensive income:
Foreign currency translation adjustment 16 12
----------- -----------
Comprehensive loss $ (174) $ (150)
=========== ===========
Loss per share
Basic and diluted $ (.03) $ (.03)
=========== ===========
Weighted average common shares outstanding
Basic and diluted 5,519,701 5,472,201
=========== ===========
See accompanying notes to condensed consolidated financial statements.
Page 3
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
Three months ended March 31,
2007 2006
---------- -----------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (190) $ (162)
------- -------
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 56 54
Provision for sales returns and doubtful accounts 22 15
Stock-based compensation 7 --
Changes in assets and liabilities:
Trade accounts receivable (337) 187
Inventory, net 186 314
Prepaid expenses and other current assets (114) (17)
Other assets (155) (4)
Trade accounts payable (153) 20
Accrued liabilities and other 68 (34)
------- -------
Total adjustments (420) 535
------- -------
Net cash (used in) provided by operating activities (610) 373
------- -------
Cash flows from investing activities:
Acquisitions of property and equipment -- (28)
Purchase of long-term investments (305) --
------- -------
Net cash used in investing activities (305) (28)
------- -------
Cash flows from financing activities:
Payments on notes payable (22) --
Proceeds from exercise of stock options and issuance of stock 54 24
Payments on dividends declared (552) --
------- -------
Net cash (used in) provided by financing activities (520) 24
------- -------
Impact of exchange rate changes on cash 16 12
------- -------
Net (decrease) increase in cash and cash equivalents (1,419) 381
Cash and cash equivalents, beginning of period 2,727 1,962
------- -------
Cash and cash equivalents, end of period $ 1,308 $ 2,343
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest $ 10 $ --
======= =======
Cash paid for income taxes $ 1 $ 1
======= =======
See accompanying notes to condensed consolidated financial statements.
Page 4
TAITRON COMPONENTS INCORPORATED
Notes to Condensed Consolidated Financial Statements
March 31, 2007
(All amounts are unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Taitron Components Incorporated ("the Company") were prepared in
accordance with accounting principles generally accepted in the United
States of America and reflect all adjustments, consisting of normal
recurring accruals and adjustments, which are, in the opinion of
management, necessary for a fair presentation of the consolidated
financial position and results of operations at and for the periods
presented. Such financial statements do not include all the information or
notes necessary for a complete presentation. Therefore, they should be
read in conjunction with the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2006, and the notes thereto, which
include significant accounting policies and estimates. The results of
operations for the interim periods are not necessarily indicative of
results for the full year.
Note 2 - Summary of Significant Accounting Policies and Estimates
Principles of Consolidation
The unaudited condensed consolidated financial statements include the
accounts of the Company and its 60% majority-owned subsidiary, Taitron
Components Mexico SA de CV. All significant intercompany transactions and
balances have been eliminated in consolidation.
Revenue Recognition
Revenue is typically recognized upon shipment of merchandise and sales are
recorded net of discounts, rebates, and returns. Reserves for sales
allowances and customer returns are established based upon historical
experience and management's estimates as shipments are made. Sales returns
for the quarters ended March 31, 2007 and 2006 were $17,000 and $15,000,
respectively.
Allowance for Sales Returns and Doubtful Accounts
On a case-by-case basis, the Company accepts returns of products from its
customers, without restocking charges, when they can demonstrate an
acceptable cause for the return. Requests by a distributor to return
products purchased for its own inventory generally are not included under
this policy. The Company will, on a case-by-case basis, accept returns of
products upon payment of a restocking fee, which is generally 15% to 30%
of the net sales price. The Company will not accept returns of any
products that were special-ordered by a customer or that otherwise are not
generally included in inventory. The allowance for sales returns and
doubtful accounts at March 31, 2007 aggregated $85,000.
Inventory
Inventory, consisting principally of products held for resale, is recorded
at the lower of cost (determined using the first in-first out method) or
estimated market value. Inventory is presented net of valuation allowances
of $1,300,000 at March 31, 2007.
Page 5
Income Taxes
In June 2006, FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN48), which defines the threshold for
recognizing the benefits of tax return positions in the financial
statements as "more-likely-than-not" to be sustained by the taxing
authority. A tax position that meet the "more-likely-than-not" criterion
shall be measured at the largest amount of benefit that is more than 50%
likely of being realized upon ultimate settlement. FIN48 applies to all
tax positions accounted for under SFAS No. 109, Accounting for Income
Taxes. FIN48 is effective for fiscal years beginning after December 15,
2006.
The Company adopted FIN48 as of January 1, 2007, the beginning of its
current fiscal year. Based on the Company's preliminary analysis, the
Company believes that its income tax filing positions and deductions will
be sustained on audit and does not anticipate any adjustments that will
result in a material change to its financial position including its
effective tax rate. Therefore, no reserves for uncertain income tax
positions have been recorded pursuant to FIN 48 and the Company did not
record a cumulative effect adjustment related to the adoption of FIN 48.
In addition, the Company has not recorded any accrued interest and
penalties related to income tax. It is the Company's policy to classify
interest and penalties related to income tax as income taxes in its
financial statements.
The following tax years that remain subject to examination by major tax
jurisdictions are as follows: Federal - 2003, 2004 and 2005; and
California (State) - 2002, 2003, 2004 and 2005.
However, the Company has certain tax attribute carryforwards which will
remain subject to review and adjustment by the relevant tax authorities
until the statute of limitations closes with respect to the year in which
such attributes are utilized.
Per Share Data
Basic earnings per share data are based upon the weighted average number
of common shares outstanding. Diluted earnings per share data are based
upon the weighted average number of common shares outstanding, plus the
number of common shares potentially issuable for dilutive securities such
as stock options and warrants. The weighted average number of common
shares outstanding for each of the three and nine month periods ended
March 31, 2007 and 2006 is set forth in the following table:
Three months ended
March 31
----------------------------
2007 2006
---------- ----------
Basic weighted average shares 5,519,701 5,472,201
outstanding
Potentially dilutive stock options 381,000 447,000
Anti-dilutive stock options due
to net loss in period (381,000) (447,000)
---------- ----------
Diluted weighted average
shares outstanding 5,519,701 5,472,201
========== ==========
Use of Estimates
Management has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these condensed consolidated financial
statements in conformity with accounting principles generally accepted in
the United States. These estimates have a significant impact on the
Company's valuation and reserve accounts relating to the allowance for
sales returns, doubtful accounts, inventory reserves and deferred income
taxes. Actual results could differ from these estimates.
Page 6
Stock-Based Compensation
In September 2006, the Company' 2005 Stock Incentive Plan (the "2005
Plan") was approved by state regulators, which authorizes the issuance of
up to 1,000,000 shares pursuant to options or awards granted under the
plan.
Effective January 1, 2006, the Company adopted SFAS No. 123 (revised
2004), "Share-Based Payment" (SFAS 123R). SFAS 123R requires that the
Company account for all stock-based compensation using a fair-value method
and recognize the fair value of each award as an expense over the service
period.
Stock option activity during the three months ended March 31, 2007 is as
follows:
Weighted
Average
Weighted Years Weighted
Average Remaining Aggregate Average
Number Exercise Contractual Intrinsic Fair
of Shares Price Term Value Value
--------- -------- ----------- --------- --------
Outstanding at December 31, 2006 502,000 $1.82 5.28
Exercised (48,333) 1.10 --
Forfeited (15,000) 3.00 --
--------
Outstanding at March 31, 2007 438,667 $1.86 5.08 $301,000
========
Exercisable at March 31, 2007 352,332 $1.64 3.85 $329,000
========
At March 31, 2007, the range of individual outstanding weighted average
exercise prices was $1.66 to $2.70.
Note 3 - Note Payable
March 31,
2007
--------
Bank loan payable in fixed monthly principal
installments of $7,381, plus interest at the
rate of one year LIBOR + 1.8% per annum, due 576,000
September 20, 2013
Less current portion (89,000)
--------
Long-term debt, less current portion 487,000
On September 21, 2006, the Company borrowed $620,000 in connection with
its deposit on a real estate purchase contract related to the acquisition
of approximately 4,500 square feet of office space (consisting of 2
separate units on the same floor) in Shanghai, China with a total purchase
price of $1,230,000. The overall office building project is under
construction and is estimated to be completed in June 2007. The investment
will be used as rental property for lease to others and for the Company's
project design and engineering center.
Note 4 - Commitments and Contingencies
On July 1, 2006, the European Union ("EU") directive relating to the
Restriction of Certain Hazardous Substance ("RoHS") restricted the
distribution of products within the EU containing certain substances,
including lead. Further, many of our suppliers are not yet supplying RoHS
compliant products. The legislation is effective and some of our inventory
has become obsolete. Management has estimated the impact of the
legislation and have written down or reserved for related inventories
based on amounts expected to be realized given all available current
information. Actual amounts realized from the ultimate disposition of
related inventories could be different from those estimated.
Page 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with the condensed
consolidated financial statements, including the related notes, appearing in
Item 1 of this report as well as our most recent annual report on Form 10-KSB
for the year ended December 31, 2006. Also, several of the matters discussed in
this document contain forward-looking statements that involve risks and
uncertainties. Forward-looking statements usually are denoted by words or
phrases such as "believes," "expects," "projects," "estimates," "anticipates,"
"will likely result" or similar expressions. We wish to caution readers that all
forward-looking statements are necessarily speculative and not to place undue
reliance on forward-looking statements, which speak only as of the date made,
and to advise readers that actual results could vary due to a variety of risks
and uncertainties. Factors associated with the forward looking statements that
could cause the forward looking statements to be inaccurate and could otherwise
impact our future results are set forth in detail in our most recent annual
report on Form 10-KSB. In addition to the other information contained in this
document, readers should carefully consider the information contained in our
most recent annual report on Form 10-KSB under the heading "Cautionary
Statements and Risk Factors."
References to "Taitron," "the Company," "we," "our" and "us" refer to
Taitron Components Incorporated and its majority-owned subsidiary, unless the
context otherwise requires.
Critical Accounting Policies and Estimates
Use Of Estimates - Management has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare its condensed
consolidated financial statements in conformity with accounting principles
generally accepted in the United States. These estimates have a significant
impact on the Company's valuation and reserve accounts relating to the allowance
for sales returns, doubtful accounts, inventory reserves and deferred income
taxes. Actual results could differ from these estimates.
Revenue Recognition - Revenue is recognized upon shipment of the
merchandise, which is when legal transfer of title occurs. Reserves for sales
allowances and customer returns are established based upon historical experience
and our estimates of future returns. Sales returns for the quarters ended March
31, 2007 and 2006 were $17,000 and $15,000, respectively. The allowance for
sales returns and doubtful accounts at March 31, 2007 aggregated $85,000.
Inventory - Inventory, consisting principally of products held for resale,
is recorded at the lower of cost (determined using the first in-first out
method) or estimated market value. We had inventory balances in the amount of
$15,507,000 at March 31, 2007, which is presented net of valuation allowances of
$1,300,000. We evaluate inventories to identify excess, high-cost, slow-moving
or other factors rendering inventories as unmarketable at normal profit margins.
Due to the large number of transactions and the complexity of managing and
maintaining a large inventory of product offerings, estimates are made regarding
adjustments to the cost of inventories. Based on our assumptions about future
demand and market conditions, inventories are carried at the lower of cost or
estimated market value. If our assumptions about future demand change, or market
conditions are less favorable than those projected, additional write-downs of
inventories may be required. In any case, actual amounts could be different from
those estimated.
Impact of Governmental Regulation - Our worldwide operations are subject
to local laws and regulations. As such, of particular interest is the European
Union ("EU") directive relating to the Restriction of Certain Hazardous
Substance ("RoHS"). On July 1, 2006, this directive restricted the distribution
of products within the EU containing certain substances, including lead. At the
present time, much of our inventory contains substances prohibited by the RoHS
directive. Further, many of our suppliers are not yet supplying RoHS compliant
products. The legislation is effective and some of our inventory has become
obsolete. Management has estimated the impact of the legislation and have
written down or reserved for related inventories based on amounts expected to be
realized given all available current information. Actual amounts realized from
the ultimate disposition of related inventories could be different from those
estimated.
Deferred Taxes - In June 2006, FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN48), which defines the threshold
for recognizing the benefits of tax return positions in the financial statements
as "more-
Page 8
likely-than-not" to be sustained by the taxing authority. A tax position that
meet the "more-likely-than-not" criterion shall be measured at the largest
amount of benefit that is more than 50% likely of being realized upon ultimate
settlement. FIN48 applies to all tax positions accounted for under SFAS No. 109,
Accounting for Income Taxes. FIN48 is effective for fiscal years beginning after
December 15, 2006. The Company adopted FIN48 as of January 1, 2007, the
beginning of its current fiscal year. Based on the Company's preliminary
analysis, the Company believes that its income tax filing positions and
deductions will be sustained on audit and does not anticipate any adjustments
that will result in a material change to its financial position including its
effective tax rate. Therefore, no reserves for uncertain income tax positions
have been recorded pursuant to FIN 48 and the Company did not record a
cumulative effect adjustment related to the adoption of FIN 48. In addition, the
Company has not recorded any accrued interest and penalties related to income
tax. It is the Company's policy to classify interest and penalties related to
income tax as income taxes in its financial statements. The following tax years
that remain subject to examination by major tax jurisdictions are as follows:
Federal - 2003, 2004 and 2005; and California (State) - 2002, 2003, 2004 and
2005.
Selected Recent Accounting Policies
In February 2007, the Financial Accounting Standard Board (FASB) issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS 159), which creates an alternative measurement method for
certain financial assets and liabilities. SFAS 159 permits fair value to be used
for both the initial and subsequent measurements on a contract-by-contract
election, with changes in fair value to be recognized in earnings as those
changes occur. This election is referred to as the "fair value option." SFAS 159
also requires additional disclosures to compensate for the lack of comparability
that will arise from the use of the fair value option. SFAS 159 is effective for
fiscal years beginning after November 15, 2007, with early adoption permitted as
of the beginning of a company's fiscal year, provided the company has not yet
issued financial statements for that fiscal year. The Company is currently
evaluating the impact the adoption of SFAS 159 will have on its financial
position and results of operations.
Overview
We distribute discrete semiconductors, optoelectronic devices and passive
components to other electronic distributors, CEMs and OEMs, who incorporate them
in their products and supply ODM products for our customer's multi-year turn-key
projects.
We continue to be impacted by the severe decline in demand for discrete
semiconductors from the U.S. market, which began in late 2000. As a result, we
have experienced declining sales is such components since early 2001. In
response to this declining demand, we placed emphasis on increasing our sales to
existing customers through further expansion of the number of different types of
discrete components and other integrated circuits in our inventory and by
attracting additional contract electronic manufacturers (CEMs), original
equipment manufacturers (OEMs) and electronics distributor customers. In
addition, over the last three years we have developed our ODM service
capabilities and added products developed through partnership agreements with
offshore solution providers (OEMs and CEMs). Looking forward, we plan to offer
commodity Integrated Circuits (ICs) as an extension of current discrete
semiconductor lines in 2007.
Our core strategy of electronic components fulfillment, however, consists
of carrying a substantial quantity and variety of products in inventory to meet
the rapid delivery requirements of our customers. This strategy allows us to
fill customer orders immediately from stock on hand. Although we believe better
market conditions may return, we are focused on lowering our inventory balances
and increasing our cash holdings. Our long-term strategy is to rely not only on
our core strategy of component fulfillment service, but also the value-added
engineering and turn-key services. In accordance with Generally Accepted
Accounting Principles, we classify inventory as a current asset. However, if all
or a substantial portion of the inventory was required to be immediately
liquidated, the inventory would not be as readily marketable or liquid as other
items included or classified as a current asset, such as cash. We cannot assure
you that demand in the discrete semiconductor market will increase and that
market conditions will improve. Therefore, it is possible that further declines
in our carrying values of inventory may result.
In accordance with Generally Accepted Accounting Principles, we have
classified inventory as a current asset in our March 31, 2007, consolidated
financial statements representing approximately 83% of current assets and 63% of
total assets. However, if all or a substantial portion of the inventory was
required to be immediately
Page 9
liquidated, the inventory would not be as readily marketable or liquid as other
items included or classified as a current asset, such as cash. We cannot assure
you that demand in the discrete semiconductor market will increase and that
market conditions will improve. Therefore, it is possible that further declines
in our carrying values of inventory may result.
Since the beginning of 2001, our gross profit margins in general have been
stable. Our gross profit margins are subject to a number of factors, including
product demand, a strong U.S. dollar, our ability to purchase inventory at
favorable prices and our sales product mix.
Results of Operations
First quarter of 2007 versus First quarter of 2006.
Net sales in the first quarter of 2007 totaled $1,855,000 versus
$1,989,000 in the comparable period for 2006, a decrease of $134,000 or 6.7%
over the same period last year. The overall decline came from our ODM Product
sales decreasing by $140,000, while our component product sales remained steady
with higher per unit pricing offset by lower quantities shipped, when comparing
the first quarter of 2007 over the same period last year.
Gross profit for the first quarter of 2007 was $500,000 versus $480,000 in
the comparable period for 2006, and gross margin percentage of net sales was 27%
in the first quarter of 2007 versus 24% in the comparable period for 2006. The
overall increase came from higher margins on our component product sales.
Selling, general and administrative ("SG&A") expenses in the first quarter
of 2007 totaled $691,000 versus $636,000 in the comparable period for 2006. As a
percentage of net sales, SG&A expenses were 37% in the first quarter of 2007
compared to 32% in the first quarter for 2006. The increase of $55,000 was
primarily attributable to personnel related expenses from our engineering center
in China and higher professional fees and services.
Interest income, net of interest expense, was $11,000 for the first
quarter of 2007 versus $15,000 in the comparable period for 2006, primarily due
to $10,000 of interest expense incurred related to our borrowing (see Note 3)
for the first quarter of 2007, when comparing $0 in the same period last year.
Income tax provision was $2,000 for the first quarter of 2007 and $4,000
in the comparable period for 2006, as we do not expect significant taxable
income for fiscal year 2007.
Net loss was $190,000 for the first quarter of 2007 versus $162,000 in the
comparable period for 2006, an increase of $28,000.
Effective January 1, 2006, we adopted SFAS 123(R) and such had a $7,000
financial impact to our SG&A for the first quarter of 2007, as compared to a
minimal financial impact for the same period last year.
Liquidity and Capital Resources
We have satisfied our liquidity requirements principally through cash
generated from operations and short-term commercial loans. A summary of our cash
flows resulting from our operating, investing and financing activities for the
three months ended March 31, 2007 and 2006 are as follows:
Three months ended March 31,
-----------------------------
(Dollars in thousands) 2007 2006
----------- -----------
(Unaudited) (Unaudited)
Operating activities ................... (610,000) 373,000
Investing activities ................... (305,000) (28,000)
Financing activities ................... (520,000) 24,000
Cash used in operating activities for the three months ended March 31,
2007 was $610,000 versus $373,000 provided by during the comparable period in
2006. The decrease was primarily attributed to receivables increasing
Page 10
by $337,000 for the three months ended March 31, 2007 and payables decreasing by
$153,000, as compared to the comparable period in 2006.
Cash used in investing activities for the three months ended March 31,
2007 was $305,000 and 2006 was $28,000, respectively. The increase came from our
$305,000 investment in the preferred stock of Zowie Technology Corporation in
the three months ended March 31, 2007.
Cash used in financing activities for the three months ended March 31,
2007 was $520,000 versus $24,000 provided by, during the comparable period in
2006. The increase is for our cash dividend payment of $0.10 per share, or
$552,000 paid on January 31, 2007, to shareholders of record at the close of
business on January 22, 2007.
Inventory is included in current assets; however, it will take over one
year for the inventory to turn. Hence, inventory would not be as readily
marketable or liquid as other items included in current assets, such as cash.
We believe that funds generated from operations, in addition to existing
cash balances are likely to be sufficient to finance our working capital and
capital expenditure requirements for the foreseeable future. If these funds are
not sufficient, we may secure new sources of short-term commercial loans,
asset-based lending on accounts receivables or issue debt or equity securities.
Item 3. Controls and Procedures.
The Company's management, including its Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the
reporting period covered by this quarterly report. Based on such evaluation, the
Chief Executive Officer and Chief Financial Officer has concluded that, as of
the end of the period covered by this quarterly report, the Company's disclosure
controls and procedures are effective such that material information required to
be disclosed by the Company (including its consolidated subsidiary) in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified by the Securities and
Exchange Commission's rules and forms relating to the Company.
During the quarterly period covered by this report, there have been no
changes to the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no issuances or sales of our securities by us during the
quarter ended March 31, 2007 that were not registered under the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
a. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
b. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Page 11
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.
TAITRON COMPONENTS INCORPORATED
Date: May 15, 2007 By: /s/ Stewart Wang
------------------------------------
Stewart Wang
Chief Executive Officer, President,
Chief Financial Officer and Director
(Principal Executive, Financial and
Accounting Officer)
Page 12
Exhibit 31 - Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification
I, Stewart Wang, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Taitron
Components Incorporated;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the small business issuer as of, and for, the periods
presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this report is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors
and the audit committee of the small business issuer's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Dated May 15, 2007. By: /s/ Stewart Wang
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Stewart Wang
Principal Executive Officer and
Principal Financial Officer
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Exhibit 32 - Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C Section 1350, and accompanies the quarterly report on Form
10-QSB for the quarter ended March 31, 2007 of Taitron Components Incorporated.
I, Stewart Wang, the Principal Executive Officer and Principal Financial Officer
of registrant, certify that to the best of my knowledge:
(i) the quarterly report on Form 10-QSB fully complies with the
requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(ii) the information contained in such report fairly presents, in all
material respects, the financial condition and results of operations
of the registrant.
Dated May 15, 2007. By: /s/ Stewart Wang
------------------------------------
Stewart Wang
Principal Executive Officer and
Principal Financial Officer
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