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 |
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| For the quarterly period ending May 31, 2008 |
[ ] | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| For the transition period from___________ to ____________ |
Commission File Number:333-131599
Hipso Multimedia, Inc. and Subsidiary
(Formerly Physicians Remote Solutions, Inc.)
(Exact name of small business issuer as specified in its 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 May 31, 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
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Item 1. Financial Statements | ||||
HIPSO MULTIMEDIA, INC. AND SUBSIDIARY | ||||
(FORMERLY PHYSICIANS REMOTE SOLUTIONS, INC.) (A Development Stage Enterprise) | ||||
CONSOLIDATED BALANCE SHEETS | ||||
May 31, 2008 | November 30, 2007 | |||
Unaudited | Audited | |||
ASSETS | ||||
Current Assets | ||||
Cash | $ | - | $ | 10,255 |
Other Assets | ||||
Licensing Rights, Net Of Amortization | - | - | ||
Computer And Computer Equipment, Net Of | ||||
Accumulated Depreciation | 1,280 | 1,352 | ||
Total Assets | $ | 1,280 | $ | 11,607 |
LIABILITIES AND STOCKHOLDERS EQUITY | ||||
LIABILITIES | ||||
Accounts Payable | $ | 1,426 | $ | - |
Advances - Valtech Communications Inc. | 6,845 | |||
Accrued Expenses | 32,563 | 37,612 | ||
Taxes Payable | 1,029 | 1,029 | ||
Total Liabilities | $ | 41,863 | 38,641 | |
STOCKHOLDERS' EQUITY | ||||
Stockholders' Equity | ||||
Common Stock Authorized 100,000,000 Shares: Par | ||||
Value $0.00001; 12,035,008 | ||||
Shares Issued And Outstanding At May 31, 2008 And | ||||
November 30, 2007 Respectively | $ | 120 | $ | 120 |
Additional Paid In Capital | 238,757 | 238,257 | ||
Deficit Accumulated During Development Stage | (279,460) | (265,411) | ||
Total Sockholders Equity (Deficit) | $ | (40,583) | $ | (27,034) |
Total Liabilities And Stockholders' Equity | $ | 1,280 | $ | 11,607 |
See accompanying notes to consolidated financial statements | ||||
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HIPSO MULTIMEDIA, INC. AND SUBSIDIARY | ||||||||||
(FORMERLY PHYSICIANS REMOTE SOLUTIONS, INC.) | ||||||||||
(A Development Stage Enterprise) | ||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
Unaudited | ||||||||||
For The Period | ||||||||||
Aprl 5, 2005 | ||||||||||
Three Months Ended | Six Months Ended | (Inception) To | ||||||||
May 31, | May 31, | May 31, | ||||||||
2008 | 2007 | 2008 | 2007 | 2008 | ||||||
COSTS AND EXPENSES | ||||||||||
Research And Development | $ | $ | - | $ | $ | - | $ | 19,915 | ||
Depreciation And Amortization | 36 | 2,793 | 72 | 5,586 | 20,633 | |||||
Othr Expenses | 12,929 | 58,248 | 13,977 | 87,906 | 237,883 | |||||
Income Taxes | 1,029 | |||||||||
Total Costs And Expenses | 12,965 | 61,041 | 14,049 | 93,492 | 279,460 | |||||
Net Loss | $ | (12,965) | $ | (61,041) | $ | (14,049) | $ | (93,492) | $ | (279,460) |
Net Loss Per Common Share (Basic And Diluted) | $ | (0.01) | $ | (0.01) | $ | (0.01) | $ | (0.01) | $ | (0.03) |
Weighted Average Shares Outstanding | 12,030,008 | 11,515,829 | 12,030,008 | 11,339,332 | 10,865,013 | |||||
See accompanying notes to consolidated financial statements | ||||||||||
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HIPSO MULTIMEDIA, INC AND SUBSIDIARY | ||||||
(FORMERLY PHYSICIANS REMOTE SOLUTIONS, INC.) | ||||||
(A development Stage Enterprise) | ||||||
CONSOLIDATED STATEMENTS OF CASH FLOW | ||||||
Unaudited | ||||||
For The Period | ||||||
April 15, 2005 | ||||||
Six Months Ended | (Inception) To | |||||
May 31, | May 31, | May 31, | ||||
2008 | 2007 | 2008 | ||||
CASH FLOW FROM OPERATING ACTIVITIES | ||||||
Net Loss | $ | (14,049) | $ | (93,492) | $ | (279,460) |
Adjustments To Reconcile Net Loss To Net Cash | ||||||
From Operating Activities: | ||||||
Non Cash Items: | ||||||
Stock Based Compensation | 66,000 | 137,593 | ||||
Depreciation And Amortization | 72 | 5,586 | 20,633 | |||
Change In Assets And Liabilities: | ||||||
Increase (Decrease) In Accounts Payable | 1,426 | - | 1,426 | |||
Increase (Decrease) In Accrued Expenses | (5,049) | 3,731 | 32,563 | |||
Change In Taxes Payable | - | - | 1,029 | |||
Net Cash Used In Operating Activities | $ | (17,600) | $ | (18,175) | $ | (86,216) |
CASH FLOW FROM INVESTING ACTIVITIES | ||||||
Purchase Of Computer And Computer Equipment | - |
| (1,913) | |||
Net Cash Used In Investing Activities | - | - | (1,913) | |||
CASH FLOW FROM FINANCING ACTIVITIES | ||||||
Issuance Of Common Stock In Private Placement, | 500 | 81,200 | ||||
Advances- Valtech Communications Inc. | 6,845 | 6,845 | ||||
Net Of Registration Costs | - | 10,000 | - | |||
Capital Contribution | - | - | 84 | |||
Net Cash Provided From Financing Activities | 7,345 | 10,000 | 88,129 | |||
NET INCREASE (DECREASE) IN CASH | (10,255) | (8,175) | - | |||
CASH AT BEGINNING OF PERIOD | 10,255 | 27,329 | - | |||
CASH AT END OF PERIOD | $ | - | $ | 19,154 | $ | - |
SUPPLEMENTAL CASH FLOW DISCLOSURES | ||||||
Issuance Of Shares Of Common Stock As Stock | ||||||
Based Compensation | - | 60,000 | 98,427 | |||
Fair Value Of Option Issued | - | 6,000 | 22,000 | |||
See accompanying notes to consolidated financial statements | ||||||
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Hipso Multimedia, Inc. and Subsidiary
(Formerly Physicians Remote Solutions, Inc.)
(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 and six months ended May 31, 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 $279,460 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 from existing shareholders 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 12,035,008 shares outstanding or an aggregate of 74.92% of the outstanding shares of the Company. Rene Arbic was elected President and Chief Executive Officer and Alex Kestenbam was elected Secretary and Treasurer
The Company, on June 2, 2008, acquired all the issued and outstanding common shares of Valtech Communications Inc., a Canadian corporation that owns and operates a triple play (telephone, internet and TV channels distribution) network in Canada via fiber. Valtech presently offers its retail customer base IP telephony, internet bandwidth in 10 Mbps increments and 83 television channels all based on IP of broadcast quality. Valtech also services hotel and retirement homes by offering bulk long term agreements to its commercial customers. In consideration, 40,000,000 shares of the Company’s. were issued.
Valtech has chosen Ericsson's IPTV solution as part of the expansion of its technology base. Using Ericsson's IPTV technology, Valtech will be able to provide new and value-added television services to its customers. The Ericsson solution consists of next-generation broadband access, multi-service edge routers, world-leading video compression, IPTV middleware, and content distribution platforms. The next-generation broadband infrastructure makes it much easier to combine data, voice and video services. The solution will enable Valtech to offer a wide range of standard, high-definition broadcast channels and interactive services.
The Company, on July 7, 2008, changed its name to Hipso Multimedia, Inc.
Valtech Communications Inc. advanced $6,845 to pay expenses. The advances are non interest bearing and no specific repayment terms.
The company received $500 in a private placement of 5,000 common shares in the first quarter ending February 29, 2008.
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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.
Our limited marketing plan, which remains in effect, will consist primarily of the following:
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.
We may attend one or more trade shows this year that we have not yet selected.
We continue not to pay any rent or cash executive compensation at this time and the previous checking accounts have been closed by paying down accrued auditing fees.
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.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.
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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.
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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) |
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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.
Date: July 21, 2008 | By: | /s/ Rene Arbic |
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| Rene Arbic Principal Executive Officer |
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| /s/ Alex Kestenbaum |
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| Alex Kestenbaum, Principal Financial Officer and Chief Accounting Officer |
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