UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission File Number333-152-439
HEALTHMED SERVICES LTD.
(Exact name of registrant as specified in its charter)
Nevada | N/A |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| |
1905 South Eastern Avenue, Las Vegas, Nevada | 89104 |
(Address of principal executive offices) | (Zip Code) |
480.229.3668
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer [ ] | | Accelerated filer [ ] |
Non-accelerated filer [ ] | (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[X] YES [ ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 6,070,000 common shares issued and outstanding as of August 10, 2009
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
These financial statements have been prepared by Healthmed Services Ltd. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of our company as of June 30, 2009, and our results of operations, and our cash flows for the six month period ended June 30, 2009. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of our company’s Form 10-K.
2
HEALTHMED SERVICES LTD |
(Development Stage Company) |
|
Balance Sheets |
| | June 30, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (Unaudited) | | | (Audited) | |
ASSETS | |
Current Assets | | | | | | |
Cash | $ | 5,345 | | $ | 2,906 | |
Total Assets | $ | 5,345 | | $ | 2,906 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Liabilities | | | | | | |
Accounts Payable | $ | - | | $ | - | |
Total Liabilities | | - | | | - | |
Stockholders' Equity | | | | | | |
Common Stock, authorized | | | | | | |
25,000,000 shares, par value | | | | | | |
$0.001, issued and outstanding on | | | | | | |
June 30, 2009 and December 31, | | | | | | |
2008 is 6,070,000 and 6,070,000 | | | | | | |
respectively | | 6,072 | | | 6,072 | |
Paid in Capital | | 178,778 | | | 163,778 | |
Subscriptions Receivable | | - | | | - | |
Deficit Accumulated During the | | | | | | |
Development Stage | | (179,505 | ) | | (166,944 | ) |
Total Stockholders' Equity | | 5,345 | | | 2,906 | |
Total Liabilities and Stockholders' Equity | $ | 5,345 | | $ | 2,906 | |
The accompanying notes are an integral part of these statements
F-1
HEALTHMED SERVICES LTD |
(Development Stage Company) |
|
Statements of Operations |
(Unaudited) |
| | | | | | | | | | | | | | September 14, | |
| | Six Months Ended | | | Three Months Ended | | | 2000 (Inception) | |
| | June 30, | | | June 30, | | | to June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | |
Revenue | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Expenses | | | | | | | | | | | | | | | |
General and Administrative | | 5,661 | | | 1,411 | | | 2,358 | | | 1,009 | | | 34,678 | |
Professional Fees | | 6,900 | | | 13,650 | | | 2,150 | | | 12,150 | | | 47,800 | |
Consulting Fees | | - | | | 1,250 | | | - | | | - | | | 97,027 | |
| | | | | | | | | | | | | | | |
Total Expenses | | 12,561 | | | 16,311 | | | 4,508 | | | 13,159 | | | 179,505 | |
| | | | | | | | | | | | | | | |
Net (Loss) Before Taxes | | (12,561 | ) | | (16,311 | ) | | (4,508 | ) | | (13,159 | ) | | (179,505 | ) |
Provision for Income Tax | | - | | | - | | | - | | | - | | | - | |
| $ | | | $ | | | $ | | | $ | | | $ | | |
Net (Loss) | | (12,561 | ) | | (16,311 | ) | | (4,508 | ) | | (13,159 | ) | | (179,505 | ) |
Basic and Diluted | | | | | | | | | | | | | | | |
(Loss) per Share | | a | | | a | | | a | | | a | | | | |
Weighted Average | | | | | | | | | | | | | | | |
Number of Shares | | 6,070,000 | | | 6,070,000 | | | 6,070,000 | | | 6,070,000 | | | | |
a = Less than ($0.01) per share
The accompanying notes are an integral part of these notes
F-2
HEALTHMED SERVICES LTD |
(Development Stage Company) |
|
Statements of Stockholders Equity |
(Unaudited) |
|
September 14, 2000 Inception to June 30, 2009 |
| | | | | | | | | | | | | | | | Deficit | | | | |
| | | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | | | During the | | | | |
| Price | | | Common Stock | | | Paid in | | | Subscriptions | | | Development | | | Total | |
| Per Share | | | Shares | | | Amount | | | Capital | | | Receivable | | | Stage | | | Equity | |
Balance, September 14, 2000 | - | | | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
Contributed Capital | | | | | | | | | | 100 | | | | | | | | | | |
Net (Loss) | | | | | | | | | | | | | | | | (1,411 | ) | | (1,411 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2000 | | | | - | | | - | | | 100 | | | - | | | (1,411 | ) | | (1,411 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) | | | | | | | | | | | | | | | | (200 | ) | | (200 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2001 | | | | - | | | - | | | 100 | | | - | | | (1,611 | ) | | (1,611 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) | | | | | | | | | | | | | | | | (400 | ) | | (400 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2002 | | | | - | | | - | | | 100 | | | - | | | (2,011 | ) | | (1,911 | ) |
| | | | | | | | | | | | | | | | | | | | |
Common Shares issued to | | | | | | | | | | | | | | | | | | | | |
founders for cash April 20, 2003 | $0.002 | | | 3,000,000 | | | 3,000 | | | 4,000 | | | | | | | | | 7,000 | |
Common Shares issued for | | | | | | | | | | | | | | | | | | | | |
cash in private placement | | | | | | | | | | | | | | | | | | | | |
October 1, 2003 | $0.017 | | | 1,500,000 | | | 1,500 | | | 23,500 | | | | | | | | | 25,000 | |
| | | | | | | | | | | | | | | | | | | | |
Net (Loss) | | | | | | | | | | | | | | | | (29,936 | ) | | (29,936 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2003 | | | | 4,500,000 | | | 4,500 | | | 27,600 | | | - | | | (31,947 | ) | | 153 | |
| | | | | | | | | | | | | | | | | | | | |
Common Shares issued for | | | | | | | | | | | | | | | | | | | | |
cash in private placement | | | | | | | | | | | | | | | | | | | | |
on November 3, 2004 | $0.20 | | | 22,500 | | | 23 | | | 4,477 | | | | | | | | | 4,500 | |
on November 4, 2004 | $0.20 | | | 22,500 | | | 23 | | | 4,477 | | | | | | | | | 4,500 | |
on December 27, 2004 | $0.20 | | | 125,000 | | | 125 | | | 24,875 | | | | | | | | | 25,000 | |
Common Shares issued for service | $0.20 | | | 12,500 | | | 13 | | | 2,487 | | | | | | | | | 2,500 | |
Contributed Capital | | | | | | | | | | 6,250 | | | | | | | | | 6,250 | |
F-3
Net (Loss) | | | | | | | | | | | | | | | | (22,571 | ) | | (22,571 | ) |
Balance, December 31, 2004 | | | | 4,682,500 | | | 4,684 | | | 70,166 | | | - | | | (54,518 | ) | | 20,332 | |
Common Shares Subscribed | | | | | | | | | | | | | | | | | | | | |
in 504 offering | $0.04 | | | 1,088,500 | | | 1,089 | | | 42,451 | | | (43,540 | ) | | | | | - | |
Contributed Capital | | | | | | | | | | 25,000 | | | | | | | | | 25,000 | |
Net (Loss) | | | | | | | | | | | | | | | | (39,199 | ) | | (39,199 | ) |
Balance, December 31, 2005 | | | | 5,771,000 | | | 5,773 | | | 137,617 | | | (43,540 | ) | | (93,717 | ) | | 6,133 | |
Common Shares Issued and Cash | | | | | | | | | | | | | | | | | | | | |
received in 504 offering net of | | | | | | | | | | | | | | | | | | | | |
$5,500 offering costs | $0.04 | | | 299,000 | | | 299 | | | 6,161 | | | 43,540 | | | | | | 50,000 | |
Net (Loss) | | | | | | | | | | | | | | | | (29,095 | ) | | (29,095 | ) |
Balance, December 31, 2006 | | | | 6,070,000 | | | 6,072 | | | 143,778 | | | - | | | (122,812 | ) | | 27,038 | |
Net (Loss) | | | | | | | | | | | | | | | | (10,518 | ) | | (10,518 | ) |
Balance, December 31, 2007 | | | | 6,070,000 | | | 6,072 | | | 143,778 | | | - | | | (133,330 | ) | | 16,520 | |
Contributed Capital | | | | | | | | | | 20,000 | | | | | | | | | 20,000 | |
Net (Loss) | | | | | | | | | | | | | | | | (33,614 | ) | | (33,614 | ) |
Balance, December 31, 2008 | | | | 6,070,000 | | | 6,072 | | | 163,778 | | | - | | | (166,944 | ) | | 2,906 | |
Contributed Capital | | | | | | | | | | 15,000 | | | | | | | | | 15,000 | |
Net (Loss) | | | | | | | | | | | | | | | | (12,561 | ) | | (12,561 | ) |
Balance, June 30, 2009 | | | | 6,070,000 | | $ | 6,072 | | $ | 178,778 | | $ | - | | $ | (179,505 | ) | $ | 5,345 | |
On October 2, 2003 the Company executed a 3 to 1 forward stock split and on October 15, 2005 executed a 1:2 reverse stock split. These splits have been retroactively applied to this schedule including the impact on price per share.
The accompanying notes are an integral part of these statements
F-4
HEALTHMED SERVICES LTD |
|
Statements of Cash Flows |
(Unaudited) |
| | | | | | | | | | | | | | September 14, | |
| | Six Months Ended | | | Three Months Ended | | | 2000 (Inception) | |
| | June 30, | | | June 30, | | | to June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
Operating Activities | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net (Loss) | $ | (12,561 | ) | $ | (16,311 | ) | $ | (4,508 | ) | $ | (13,159 | ) | $ | (179,505 | ) |
Increase in Accounts Payable | | | | | | | | | | | | | | | |
Decrease in Accounts Payable | | - | | | - | | | - | | | - | | | - | |
Decrease in Loans Payable | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net Cash (Used) by Operating Activities | | (12,561 | ) | | (16,311 | ) | | (4,508 | ) | | (13,159 | ) | | (179,505 | ) |
| | | | | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Proceeds from contributed Capital | | 15,000 | | | 10,000 | | | - | | | 10,000 | | | 60,000 | |
| | | | | | | | | | | | | | | |
Proceeds from sale of Common Stock | | - | | | - | | | - | | | - | | | 124,850 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cash Provided by Financing Activities | | 15,000 | | | 10,000 | | | - | | | 10,000 | | | 184,850 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net Increase in Cash | | 2,439 | | | (6,311 | ) | | (4,508 | ) | | (3,159 | ) | | 5,345 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cash, Beginning of Period | | 2,906 | | | 16,520 | | | 9,853 | | | 13,368 | | | - | |
| | | | | | | | | | | | | | | |
Cash, End of Period | $ | 5,345 | | $ | 10,209 | | $ | 5,345 | | $ | 10,209 | | $ | 5,345 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | | | | |
Interest Paid | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Income Taxes Paid | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
The accompanying notes are an integral part of these statements
F-5
Healthmed Services, LTD. |
(A Development Stage Company) |
|
NOTES TO UNAUDITED FINANCIAL STATEMENTS |
(June 30, 2009 and December 31, 2008) |
NOTE 1. | GENERAL ORGANIZATION AND BUSINESS |
Healthmed Services, LTD (The Company) was incorporated on September 14, 2000 as Telemax Communications, Inc, under the laws of the State of Nevada. On July 14, 2003 the Company changed its name to Healthmed Services. The Company has no operations and in accordance with SFAS #7 is considered to be in the development stage.
NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES |
Accounting Basis
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.
Cash Balances
The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.
Earnings (Loss) per Share
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2008.
F-6
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
Income Taxes
The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward
Use of Estimates
The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Net Income Per Common Share
Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
F-7
The Company provides for income taxes under Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $39,491 which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $179,505. The total valuation allowance is a comparable $39,491. Details for the Period ended June 30, 2009 and the Year ended December 31, 2008 follow:
| | June 30, | | | December 31, | |
| | 2009 | | | 2008 | |
Deferred Tax Asset | $ | 2,793 | | $ | 7,395 | |
Valuation Allowance | | (2,793 | ) | | (7,395 | ) |
Current Taxes Payable | | - | | | - | |
| | | | | | |
Income Tax Expense | $ | - | | $ | - | |
Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.
Year | | | Amount | | | Expiration | |
2000 | | $ | 1,805 | | | 2020 | |
2001 | | | 92 | | | 2021 | |
2002 | | | 114 | | | 2022 | |
2003 | | | 29,936 | | | 2023 | |
2004 | | | 22,571 | | | 2024 | |
2005 | | | 39,199 | | | 2025 | |
2006 | | | 29,095 | | | 2026 | |
2007 | | | 10,518 | | | 2027 | |
2008 | | | 33,614 | | | 2028 | |
YTD 2009 | | | 8,053 | | | 2029 | |
| | | | | | | |
Total | | $ | 174,997 | | | | |
The Company has filed no income tax returns since inception.
F-8
NOTE 4. | STOCKHOLDERS’ EQUITY |
Common Stock
On December 5, 2002 the company received $100 contributed capital from its founder.
On April 20, 2003, the Company issued 2,000,000 pre-split shares of its $0.001 par value common stock for $7,000 cash to the founders of the Company.
On September 22, 2003, the Company completed an unregistered private offering under the Securities Act of 1933, as amended. Relying upon the exemption from registration afforded by sections 4(2) and 3(b) and regulation D promulgated there under. The Company sold 1,000,000 shares of its $0.001 par value common stock at a price of $0.025 per share for $25,000 cash.
On October 1, 2003, the Company executed a 3 to 1 forward stock split. The Outstanding shares increased from 3,000,000 shares to 9,000,000 shares. The statement of stockholders equity retroactively reflects the impact of this split.
On November 3, November 4 and December 27, 2004 the company issued 45,000 shares, 45,000 shares and 250,000 shares respectively of its $0.001 par value common stock at $0.10 per share for $34,000 cash. These shares were also issued in an unregistered private offering as described above.
On November 3, 2004 the company issued 25,000 shares for consulting services valued at $2,500. During the year 2004 the Company also received $6,250 cash in contributed capital from its founder. On March 11, 2005 the Company received $25,000 cash in contributed capital from its founder.
On October 15, 2005 the company executed a 1:2 reverse stock split leaving a balance of 4,682,500 shares outstanding prior to the 504 offering. The Statement of Stockholders’ Equity retroactively reflects the impact of this split.
During November and December 2005 the company received subscriptions for 1,088,500 common shares of stock for $43,540 subscriptions receivable in a Regulation 504 offering.
On January 25, 2006 the Company issued and additional 299,000 common shares at $0.04 per share in a Regulation 504 offering. The Company received $50,000 cash (net of $5,500 offering costs) that included receipt for payment of the $43,540 subscriptions receivable and an additional $6,460.
On June 16, 2008 the Company received $10,000 cash in contributed capital from its founder.
On August 21, 2008 the Company received $10,000 cash in contributed capital from its founder.
On February 18, 2009 and March 16, 2009 the Company received $5,000 and $10,000 cash in contributed capital from its founder.
NOTE 5. | RELATED PARTY TRANSACTIONS |
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
F-9
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
The Company’s activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $179,505. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.
NOTE 7. | THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS |
Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) issued by the Financial Accounting Standards Board (FASB) and their effect on the Company.
FASB Staff Position EITF 03-6-1 –Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited.
We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.
Statement No. 163 –Accounting for Financial Guarantee Insurance Contracts – and interpretation of FASB Statement No. 60
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years.
SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
Statement No. 162 –The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards.
F-10
SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
Statement No. 161 –Disclosures about Derivative Instruments and Hedging Activities—an amendment to FASB No. 133
In March 2008, the FASB, issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.
Statement No. 160 –Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51
In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements related to the noncontrolling or minority interest.
The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
Statement No. 141 (revised 2007) –Business Combinations
In December 2007, the FASB revised SFAS No. 141 (revised 2007),Business Combinations.This revision changes the way the minority interest in a company is measured, recorded and reported in the parent companies financial statements to the end that a statement user can better evaluate the nature and financial effects of the business combination. The Company will adopt this statement beginning March 1, 2009.
The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
Statement No. 159 –The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.
Adoption of this pronouncement has not had a material effect on the Company’s consolidated financial statements.
Statement No. 158 –Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)
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In September 2006, the FASB issued SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).To improve financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.
The adoption of this new Statement has no material effect on the Company’s current financial position, results or operations, or cash flows.
Statement No. 157–Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, to clarify how to measure fair value and to expand disclosures about fair value measurements. The expanded disclosures include the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value on earnings and is applicable whenever other standards require (or permit) assets and liabilities to be measured at fair value. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.
The adoption of this new Statement has not had a material effect on the Company’s current financial position, results or operations, or cash flows.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common stock" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", "our company" and “Healthmed” mean Healthmed Services Ltd., unless otherwise stated.
General Overview
We were incorporated in the State of Nevada on September 14, 2000 under the name "Telemax Communications, Inc.”. On July 14, 2003, we changed our name to "Healthmed Services, Ltd.". We are a development stage company and have not yet generated or realized any revenues from our business operations. We have never been bankrupt, been under the control of a receiver or similar proceedings with respect to ourselves.
Our offices are currently located at 1905 South Eastern Avenue, Las Vegas, Nevada 89104. Our telephone number is 480.229.3668.
Our primary business objective is to use communications technology to provide individuals, companies and health-provider organizations with round-the-clock telephone and web-based access to medical advice, information, products and services. We intend to provide outsourced services to clients via our internet-based information and medical advice website and our proposed HealthMed North American call center, and will support our business partners around the globe by supplying the tools, technology and know-how required for the successful operation of a Health Information Center.
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Results of Operations[NTD – please update as requires]
Three month Summary ending June 30, 2009 and 2008
| | Three Months Ended | |
| | June 30 | | | | |
| | 2009 | | | 2008 | |
Revenue | $ | 0 | | $ | 0 | |
Expenses | $ | 4,508 | | $ | 13,159 | |
Net (Loss) | $ | (4,508 | ) | $ | (13,159 | ) |
Expenses
Our total expenses for the three month periods ended June 30, 2009 and June 30, 2008 are outlined in the table below:
| | Three Months Ended | |
| | | | | June 30 | |
| | 2009 | | | 2008 | |
General and administrative | $ | 2,358 | | $ | 1,009 | |
Professional fees | $ | 2,150 | | $ | 12,150 | |
Consulting fees | $ | 0 | | $ | 0 | |
Expenses for the three months ended June 30, 2009, decreased by 65.74% as compared to the comparative period in 2008 primarily as a result of a decrease in professional fees.
Results of Operations
Six month Summary ending June 30, 2009 and 2008
| | Six Months Ended | |
| | June 30 | | | | |
| | 2009 | | | 2008 | |
Revenue | $ | 0 | | $ | 0 | |
Expenses | $ | 12,561 | | $ | 16,311 | |
Net (Loss) | $ | (12,561 | ) | $ | (16,311 | ) |
Expenses
Our total expenses for the six month periods ended June 30, 2009 and June 30, 2008 are outlined in the table below:
| | Six Months Ended | |
| | | | | June 30 | |
| | 2009 | | | 2008 | |
General and administrative | $ | 5,661 | | $ | 1,411 | |
Professional fees | $ | 6,900 | | $ | 13,650 | |
Consulting fees | $ | 0 | | $ | 1,250 | |
Expenses for the six months ended June 30, 2009, decreased by 23% as compared to the comparative period in 2008 primarily as a result of a decrease in professional fees.
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Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Equity Compensation
We currently do not have any stock option or equity compensation plans or arrangements.
Liquidity and Financial Condition
Working Capital
| | At | | | At | | | | |
| | June 30, | | | December 31, | | | Increase/ | |
| | 2009 | | | 2008 | | | Decrease | |
Current Assets | $ | 5,345 | | $ | 2,906 | | | 2,439 | |
Current Liabilities | $ | 0 | | $ | 0 | | | 0 | |
Working Capital (deficit) | $ | 5,345 | | $ | 2,906 | | | 2,439 | |
Cash Flows | | | | | | |
| | Six months | | | Six months | |
| | Ended | | | Ended | |
| | June 30, | | | June 30, | |
| | 2009 | | | 2008 | |
Net Cash Used in Operating Activities | $ | 12,561 | | $ | 16,311 | |
Net Cash Provided by Investing Activities | $ | 0 | | $ | 0 | |
Net Cash Provided by Financing Activities | $ | 15,000 | | $ | 10,000 | |
Net Increase in Cash During the Period | $ | 2,439 | | $ | (6,311 | ) |
We estimate that we will spend approximately $5,000 on general and administrative expenses, $15,000 on website development and $5,000 on travel over the next 12 months.
We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.
Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:
Estimated Funding Required During the Next 12 Months |
Expense | Amount |
General and administrative | $5,000 |
Website Development | $15,000 |
Travel | $5,000 |
Total | $25,000 |
Cash on hand, June 30, 2009, estimated | $5,345 |
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We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Future Financings
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $25,000 over the next 12 months to pay for our ongoing expenses. These expenses include general and administrative, website and travel expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Cash and Cash Equivalents
For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.
Cash Balances
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The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.
Earnings (Loss) per Share
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2008.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
Income Taxes
The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward
Use of Estimates
The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Net Income Per Common Share
Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.
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Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Recent Accounting Pronouncements
FASB Staff Position EITF 03-6-1 –Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited.
We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.
Statement No. 163 –Accounting for Financial Guarantee Insurance Contracts – and interpretation of FASB Statement No. 60
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years.
SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
Statement No. 162 –The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards.
SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.
Statement No. 161 –Disclosures about Derivative Instruments and Hedging Activities—an amendment to FASB No. 133
In March 2008, the FASB, issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.
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Statement No. 160 –Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51
In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements related to the noncontrolling or minority interest.
The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
Statement No. 141 (revised 2007) –Business Combinations
In December 2007, the FASB revised SFAS No. 141 (revised 2007),Business Combinations.This revision changes the way the minority interest in a company is measured, recorded and reported in the parent companies financial statements to the end that a statement user can better evaluate the nature and financial effects of the business combination. The Company will adopt this statement beginning March 1, 2009.
The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
Statement No. 159 –The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.
Adoption of this pronouncement has not had a material effect on the Company’s consolidated financial statements.
Statement No. 158 –Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)
In September 2006, the FASB issued SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).To improve financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.
The adoption of this new Statement has no material effect on the Company’s current financial position, results or operations, or cash flows.
Statement No. 157–Fair Value Measurements
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In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, to clarify how to measure fair value and to expand disclosures about fair value measurements. The expanded disclosures include the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value on earnings and is applicable whenever other standards require (or permit) assets and liabilities to be measured at fair value. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.
The adoption of this new Statement has not had a material effect on the Company’s current financial position, results or operations, or cash flows.
Item 3. Quantitative Disclosures About Market Risks
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of June 30, 2009, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
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Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of June 30, 2009, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
Lack of Audit Committee: We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing audit committee members in the future.
Management, including our acting chief executive officer, have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our quarter ended June 30, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
We have no operating history and have maintained losses since inception, which we expect to continue into the future.
We were incorporated on September 14, 2000, and have very limited operations. We have not realized any revenues to date. Our website, although operational, requires additional work prior to us being able to generate revenue. We have no operating history at all upon which an evaluation of our future success or failure can be made. Our net loss from inception to June 30, 2009 is $179,505. Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are substantial costs and expenses associated with the development,
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testing and marketing of our website. We currently believe we are at least 12-18 months away from generating our first revenues. We may fail to generate revenues in the future. If we cannot attract a significant number of users, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to go out of business because we will not have the money to pay our ongoing expenses.
In particular, additional capital may be required in the event that:
the actual expenditures required to be made are at or above the higher range of our estimated expenditures;
we incur unexpected costs in completing the development of our product or encounter any unexpected technical or other difficulties;
we incur delays and additional expenses as a result of technology failure;
we are unable to create a substantial market for our website; or
we incur any significant unanticipated expenses.
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans and achieve a profitable level of operations.
If our estimates related to expenditures are erroneous our business will fail and you will lose your entire investment.
Our success is dependent in part upon the accuracy of our management's estimates of expenditures, which are currently budgeted at $25,000 for the next 12 months. If such estimates are erroneous or inaccurate we may not be able to carry out our business plan, which could, in a worst-case scenario, result in the failure of our business and you losing your entire investment.
If we do not obtain additional financing, our business will fail.
Our current operating funds are less than necessary to our plan of operations over the next 12 months, and therefore we will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. As well, we will not receive any funds from this registration.
We will require additional financing to sustain our business operations if we are not successful in earning revenues. We do not currently have any arrangements for financing and may not be able to find such financing if required.
If we are unable to complete the development of our website we will not be able to generate revenues and you will lose your entire investment.
We have not completed the development of our website and we have no contracts or licenses for the sale or use of our website. The success of our business will depend on its completion and the acceptance of our website by our potential customers. Achieving such acceptance will require significant marketing investment. Our website, once developed and tested, may not be accepted by our customers at sufficient levels to support our operations and build our business. If the proposed website that we will develop is not accepted at sufficient levels, our business will fail.
Our website, when developed, may contain defects that will make it more difficult for us to establish and maintain customers.
Despite testing during development, our website may contain undetected design faults and software errors, or "bugs," that are discovered only after it has been installed and used by customers. Any such default or error could cause delays in delivering our website or require design modifications. These could adversely affect our competitive position and cause us to lose potential customers or opportunities. In addition, our website has yet to gain widespread acceptance in the market, any delays would likely have a more detrimental impact on our business than if we were a more established company.
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Because we have two directors, deadlocks may occur in our Board’s decision making process, which may delay or prevent critical decisions from being made.
Since we currently only have an even number of directors, deadlocks may occur when such directors disagree on a particular decision or course of action. Our Articles and By-Laws do not contain any mechanisms for resolving potential deadlocks. While our directors are under a duty to act in the best interest of our company, any deadlocks may impede the further development of our business in that such deadlocks may delay or prevent critical decisions regarding our development.
Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.
Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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.
Exhibits required by Item 601 of Regulation S-K
* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HEALTHMED SERVICES LTD. |
| (Registrant) |
| |
| |
| |
Dated: August 10, 2009 | /s/ Georgios Polyhronopoulos |
| Georgios Polyhronopoulos |
| President, Secretary, Treasurer and Director |
| (Principal Executive Officer, Principal |
| Accounting Officer and Principal Financial |
| Officer) |
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