UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 10-Q
(Mark One)
[ X ] | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended February 29, 2008 | |
[ ] | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to |
Commission File Number:333-131599
Physicians Remote Solutions, Inc.
(Exact name of small business issuer as specified in it’s charter)
Florida
(State or other jurisdiction of incorporation or organization)
22-3914075
(I.R.S. Employer Identification No.)
550 Chemin du Golf, Suite 202, Ile des Soeurs,
Quebec, Canada, H3E 1A8.
(Address of principal executive offices)
514-380-5353
(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
APPLICABLE ONLY TO CORPORATE ISSUERS
On April 13, 2008 there were 12,035,008 shares outstanding of the issuer’s common stock.
Transitional Small Business Disclosure Format (check one): Yes No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PHYSICIANS REMOTE SOLUTIONS, INC. AND SUBSIDIARY | |||||||||
(A Development Stage Enterprise) | |||||||||
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CONSOLIDATED BALANCE SHEETS | |||||||||
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ASSETS | |||||||||
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| February 29 | February 28, |
| November 30, | |||||
| 2008 | 2007 |
| 2007 | |||||
| (Unaudited) | (Unaudited) |
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CURRENT ASSETS |
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Cash | $ 4,207 | $ 19,196 |
| $ 10,255 | |||||
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OTHER ASSETS |
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Licensing rights, net of amortization |
| 6,364 |
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Computer and computer equipment, |
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net of accumulated depreciation | 1316 | 1,054 | 1,352 | ||||||
Total Assets | $ 5,523 | $ 26,614 |
| $ 11,607 | |||||
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LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
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LIABILITIES |
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Accrued expenses | $ 32,112 | 14,343 |
| 37,612 | |||||
Taxes Payable | 1,029 |
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| 1,029 | |||||
STOCKHOLDERS’ EQUITY |
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Common stock, authorized 100,000,000 shares; |
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par value $0.00001; 12,035,008 and 11,158,336 shares issued and outstanding at |
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February 29, 2008 and November 30, 2007 | $ 621 | 115 |
| 120 | |||||
Subscription receivable |
| - |
| - | |||||
Additional paid-in-capital | 238,256 | 170,096 |
| 238,257 | |||||
Deficit accumulated during development stage | (266,495) | (157,940) |
| (265411) | |||||
Total Stockholders Equity (Deficit) | (27,618) | 12,271 |
| (27,034) | |||||
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Total Liabilities and Stockholders’ Equity | $5,523 | $ 26,614 |
| $ 11,607 | |||||
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See accompanying notes to consolidated financial statements. | |||||||||
PHYSICIANS REMOTE SOLUTIONS, INC. AND SUBSIDIARY | ||||||||||
(A Development Stage Enterprise) | ||||||||||
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CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
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| For the Period | ||||
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| Three Months |
| Three Months |
| April 5, 2005 | ||||
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| Ended |
| Ended |
| (Inception) to | ||||
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| February 29, |
| February 28, |
| February 29, | ||||
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| 2008 |
| 2007 |
| 2008 | ||||
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| (Unaudited) |
| (Unaudited) |
| (Unaudited) | ||||
COSTS AND EXPENSES |
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Research and development |
| - |
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Depreciation and amortization |
| 36 |
| 2,793 |
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Other expenses |
| 1,048 |
| 29,658 |
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Total Costs and Expenses | 1,084 |
| 32,451 |
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NET LOSS |
| (1,084) |
| $ (32,451) |
| $ | ||||
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NET LOSS PER COMMON |
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SHARE (Basic and Diluted) | ($0.00) |
| ($0.01) |
| ($0.01) | |||||
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WEIGHTED AVERAGE |
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SHARES OUTSTANDING |
| 10,812,188 |
| 11,249,472 |
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See accompanying notes to consolidated financial statements. | ||||||||||
PHYSICIANS REMOTE SOLUTIONS, INC. AND SUBSIDIARY | ||||||||||
(A Development Stage Enterprise) | ||||||||||
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CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
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| Three Months |
| Three Months |
| For the Period April 5, 2005 | ||||
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| Ended |
| Ended |
| (Inception) to | ||||
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| February 29, |
| February 28, |
| February 29, | ||||
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| 2008 |
| 2007 |
| 2008 | ||||
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| (Unaudited) |
| (Unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| (1,084) |
| $ (32,451) |
| $ () | ||||
Adjustments to reconcile net loss to net cash |
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from operating activities: |
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Non-cash items: |
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Stock based compensation |
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| 25,000 |
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Depreciation and amortization |
| 36 |
| 2,793 |
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Change in assets and liabilities- |
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Decrease in accrued expenses |
| (5,500) |
| (3,475) |
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Net cash used in operating activities |
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| (8,133) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of computer and computer equipment |
| - |
| - |
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Net cash used in investing activities |
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| - |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Issuance of common stock in private placement, net of registration costs |
| 500
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Capital contribution |
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Subscription receivable |
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| - | ||||
Payable to shareholder |
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| (1,000) |
| - | ||||
Net cash provided by financing activities |
| 500 |
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NET INCREASE (DECREASE) IN CASH |
| (6,048) |
| (22,864) |
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CASH AT BEGINNING OF PERIOD |
| 10,255 |
| 27,329 |
| - | ||||
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CASH AT END OF PERIOD |
| $ 4,207
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| $ 19,196 |
| $ - | ||||
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SUPPLEMENTAL CASH FLOW DISCLOSURES |
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Issuance of shares of common stock as |
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stock based compensation |
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| 25,000 |
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Fair Value of Option Issued |
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See accompanying notes to consolidated financial statements. | ||||||||||
Physicians Remote Solutions, Inc. and Subsidiary
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three months ended February 29, 2008 are not necessarily indicative of the results that may be expected for the year ending November 30, 2008. For further information, refer to the financial statements and footnotes thereto included in the Physician Remote Solutions, Inc. and Subsidiary, annual report on Form 10-KSB for the year ended November 30, 2007.
NOTE B - GOING CONCERN
As indicated in the accompanying consolidated financial statements, the Company has incurred cumulative net operating losses of $157,940 since inception. Management’s plans include the raising of capital through the equity markets to fund future operations and the generating of revenues through operations. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE C – SUBSEQUENT EVENT CHANGE OF CONTROL AND MANAGEMENT
On March 13, 2008, four persons, Alex Kestenbaum, Morden C. Lazarus, Rene Arbic and Peter Varadi, concluded the purchase of an aggregate of 9,017,008 shares of the Company’s common stock, including all the shares owned by the previous officers and directors, out of a total of 12,030,008 shares outstanding or an aggregate of 74.75% of the outstanding shares of the Company. Rene Arbic was elected President and Chief Executive Officer and Alex Kestenbam was elected Secretary and Treasurer
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The 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.
We have begun preliminary development upon a mobile edition of the DR SPEAK system at no additional cost. Further proposed development in the second and third quarters of 2008 will require additional funding for one or two programmers to complete within the year. We do not now have any available funds for further development.
Our current product continues to be ready for sale into the marketplace and we are actively seeking additional sales representatives to offer our product on a commission basis.
We have spent approximately $10,500 on marketing with the attendance at the conference in Fort Lauderdale costing approximately $5,000. Our limited marketing plan, which remains in effect will consist primarily of the following:
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Advertising in industry publications for which we intend to spend approximately $2,500. Those advertisements will focus on the proposed Dr SPEAK Mobile Edition. Among the publications in which we are considering for advertisements of the DR SPEAK system are Physicians Practice, Medical Economics, and AAMI Journal.
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We may attend one more trade show this year that we have not yet selected.
We continue not to pay any rent or cash executive compensation. Accordingly, even in the absence of sales revenues or the receipt of additional capital, we believe that we have sufficient funds to remain in business through July 2008.
We intend to seek additional funds through the private sale of equity securities. We intend to use the net proceeds to increase our marketing activities and to pay as yet an undetermined cash salary to our president and for programmers to expedite development of the Dr SPEAK Mobile Edition. If our capital resources permit, we intend to hire a full time salesperson, who among other activities, would engage in direct solicitations at physicians’ offices. We have received no commitment for additional capital and there can be no assurance that we will be able to acquire additional capital on terms not unfavorable to us, if at all.
Regardless of the amount of funds available to us for marketing, we intend to continue to pursue strategic alliances with complementary businesses in an effort to enter medical offices. The complementary businesses we intend to solicit are those that have developed and maintain marketing channels to our potential customers. Examples of those businesses are sellers of office supplies, medical record software and medical billing software. If we are successful in creating strategic alliances, we would be able to take advantage of one or more existing sales forces without the payment of any amounts other than commissions based upon sales
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The strategic alliances that we intend to pursue relate to the inclusion of the DR SPEAK system in the product lines of complementary businesses. Our target complementary businesses are companies that:
(a)
Offer software or systems that lack a medical billing function and have an existing client base of 50 or more;
(b)
Directly sell products or services to medical offices having not more than five physicians; and
(c)
Provide end-user support and/or installation services for products they have sold.
We believe that complementary businesses could benefit by selling their existing clients the DR SPEAK system and receiving commissions based upon the sales. We further believe that establishing strategic alliances with complementary businesses can increase the exposure and brand recognition of the DR SPEAK system which, in turn, could positively affect our sales of the system. We have not recently had any negotiations with complementary businesses.
We do not intend to purchase or sell plant or significant equipment during the next twelve months.
We have no off-balance sheet arrangements.
Item 3(a)(T). Controls and Procedures.
An evaluation was conducted by our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2008. Based on that evaluation, the CEO and CFO concluded that our controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended February 29, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(d)
Not Applicable
(e)
Not applicable.
(f)
No class of our equity securities is registered pursuant to Section 12 of the Securities Exchange Act of 1934.
Item 6. Exhibits.
Exhibit |
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3.01 | Articles of Incorporation. (1) |
3.02 | Bylaws. (1) |
4.01 | Form of Specimen Stock Certificate for the registrant’s Common Stock. (1) |
31.1 | Rule 13a-14(a) Certification of Rene Arbic. (2) |
31.2 | Rule 13a-14(a) Certification of .Alex Kestenbaum (2) |
32.1 | Section 1350 Certification of Rene Arbic (2) |
32.2 | Section 1350 Certification of Alex Kestenbaum (2) |
_________________
(1)
Filed as an exhibit to our registration statement on Form SB-2 and hereby incorporated by reference.
(2) Filed herewith.
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.
PHYSICIANS REMOTE SOLUTIONS, INC. | ||
Date: April 21, 2008 | By: | /s/ Rene Arbic |
Rene Arbic Principal Executive Officer | ||
/s/ Alex Kestenbaum | ||
Alex Kestenbaum, Principal Financial Officer and Chief Accounting Officer | ||
Exhibit 31.1
CERTIFICATION
I, Rene Arbic, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Physicians Remote Solutions, Inc.;
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 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 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.
Date: April 21, 2007
/s/ Rene Arbic
Rene Arbic,
Principal Executive Officer
Exhibit 31.2
CERTIFICATION
I, Alex Kestenbaum, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Physicians Remote Solutions, Inc.;
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 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 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.
Date: April 21, 2008
/s/ Alex Kestenbaum
Alex Kestenbaum,
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Physicians Remote Solutions Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Quarterly Report on Form 10-Q for the quarter ended February 29, 2008 of the Company fully complies with the requirements of Section13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 21, 2008 |
| /sReneArbic | ||
| By |
| ReneArbic | |
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| Principal Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Physicians Remote Solutions Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that the Quarterly Report on Form 10-Q for the quarter ended February 29, 2008 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 21, 2008 |
| /s/ Alex Kestenbaum | ||
| By |
| Alex Kestenbaum | |
|
| Principal Financial Officer |
