United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2008
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission file number333-136643
CONTRACTED SERVICES, INC.
(Name of small business issuer in its charter)
Florida 59-3656663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5222 110th Avenue North, Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (727) 410-0740
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ( ) No (x)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes (x) No ( )
Indicate by check mark Check 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 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
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this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ( ) No (x).
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K (_).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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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. Yes (_) No (X)
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently competed second fiscal quarter: $0.00 based on the average high ($0.00) and low ($0.00) price as of March 31, 2009, of $0.00 per share average.
Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 101,625,000 shares of Common Stock, par value $0.01 per share, as of March 31, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
None
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CONTRACTED SERVICES, INC.
ANNUAL REPORT ON FORM 10-K
Fiscal Year Ended December 31, 2008
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Special Note Regarding Forward Looking Statements.
This annual report on Form 10-K of Contracted Services, Inc. for the year ended December 31, 2008 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance th at the statement of expectation or belief will result or be achieved or accomplished.
The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.
You should not rely on forward-looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Contracted Services, Inc. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:
(a)
an abrupt economic change resulting in an unexpected downturn in demand;
(b)
governmental restrictions or excessive taxes on our products;
(c)
over-abundance of companies supplying computer products and services;
(d)
economic resources to support the retail promotion of new products and services;
(e)
expansion plans, access to potential clients, and advances in technology; and
(f)
lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.
PART I
Item 1. Business.
The Company
The Company was incorporated under the laws of the State of Florida on June 30, 2000 under the name Contracted Services, Inc. The Company does not have any subsidiaries however we do have one related company, Medical Check In Systems, Inc.
Medical Check In Systems, Inc. sells touch screen computer systems intended to replace the traditional sign in sheet of a medical facility or financial institution. CSI is contracted to manufacture the systems that Medical Check In Systems sells.
We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. We do not foresee any circumstances that would cause us to alter our current business plan within the next twelve months. In the event we do not raise additional capital through private sources the company will seek other financing arrangements.
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Business Development Since Inception
We put $5,000 in initial seed capital in the company after our incorporation on June 30, 2000 in order to begin operations and implement our business plan.
In July of 2000 we began to market our commercial lawn mowing services as well as offering our business consulting services in computer maintenance/repair. Our computer services initially targeted small business users such as law firms, accounting practices and medical offices. Our computer maintenance/repair services include hardware repair/replacement; software additions/solutions; system relocation within a building and to new locations. Our business consulting services also include the design of specialized equipment and system review and correction to determine human resource needs as well as equipment needs.
Our current customers for our computer services are serviced on a month to month basis. These customers utilize our services in setting up their computers, providing networking where applicable and our maintaining their systems. In the event a customer experiences a problem, we dispatch a technician to determine the problem and correct the problem immediately. When a customer requests us to supply hardware or software we determine the specific need and then order the necessary product to the specific needs of the customer. We do not maintain an inventory of parts and equipment since our suppliers offer same day shipping.
In order to provide the appropriate consultants for each individual project we undertake, we utilize qualified personnel from a Professional Employee Leasing Company, Human Resources, Inc. The cost of our utilizing Human Resources, Inc. for our employee needs is one percent (1%) of our monthly payroll. This allows us to get the right person for the job as well as eliminate the need for an employee in-house to take care of payroll and the activities associated with maintaining payroll. This business practice is highly effective and removes liability caused by payroll errors on the part of an internal employee.
In March 2004 we expanded our services further to include commercial mowing for governmental contracts issued and bid by the State of Florida. We have executed work previously for the State of Florida, however we do not have any contracts at this time.
Due to our length of time in business our only method of advertising is our website. Referrals from existing customers have provided sufficient leads to generate our current revenue. When we secure additional funds we will use a direct mailer to physicians, accountants and attorneys to gain additional clients.
We have targeted more of our service offerings in the computer maintenance and repair activities due to the fact that most professional offices utilize technology to support their businesses. It is our belief that our President John Corn is skilled in hardware and software repair and maintenance as well as the development of specific software programs for utilization in the fields of law, medicine and accounting. It is this skill that we believe allows us to have a specific target market for our services.
The mowing industry is highly fragmented. We are competing with many other commercial lawn mowing companies looking for large commercial jobs as well as state contracted work. We are among the smallest mowing companies in existence and are an infinitely small participant in the state subcontract mowing business which is the cornerstone of the large contract mowing projects in the industry. While we generally compete with other mowing companies for mowing contracts, there is no competition with these same people for the other business services that we provide.
Regulations
Our commercial mowing program is subject to the requirements for the appropriate insurances set forth in a request for quote from the State of Florida. This sets forth the rules for the mowing contract, claims, working claims and reporting work performed. We are also subject to local and county regulations regarding our business licenses, insurance, workers compensation insurance and any other specifics required by the proposed contract. We must comply with these government laws in order to operate our business. Complying with these rules will not adversely affect our operations. We comply with all the requirements when we make a proposal for our mowing work.
We are obliged to adhere to any environmental regulations stipulated by the contracts as well as any governmental regulations. It is reasonable to expect that compliance with environmental regulations will increase our costs. Such
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compliance may include costs associated with minimizing surface impact; water treatment and protection; reclamation activities, including rehabilitation of various sites; on-going efforts at alleviating the impact on wildlife; and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that these costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with proposals for work from the State of Florida.
Employees
We use the services of a Professional Employee Leasing Company, Human Resources, Inc. to provide all our employee needs. This reduces the expenses of administration and management while providing reasonable oversight of legal obligations pertaining to employee requirements. While Contracted Services, Inc. technically has no direct employees, Human Resources, Inc. provides employees used for manual labor on our commercial mowing and for qualified technical personnel for our computer consulting and network services. Our President manages the day to day operations and is paid as a leased employee through Human Resources, Inc. At present, we have no employees other than our President and although each of our officers and directors devotes a portion of his time to the affairs of the Company, none is deemed to be an employee. None of our officers and directors has an employment agreement with us. We presently rely on the PEO to provide optional, health, annuity, insurance, or similar benefit plan to any leased employee.
As indicated above we will hire personnel through an employee leasing company on an as needed basis to reduce our costs of personnel. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned expansion activities.
Item 1A. Risk Factors.
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Properties.
We own one (1) Ford F350 truck and one (1) commercial trailer for pulling our mowing equipment.
We have computer servers that provide services to support our websites, our customer websites and software development. Additionally we have laptop computers that are used for site visits to diagnose problems a client may be experiencing
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
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Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock is listed on the Over-the-Counter Bulletin Board under the symbol CSEV.OB. There has never been any volume or trading in our stock. At the present time, there is no established market price for our shares. There are no shares that have been offered pursuant to or underlying an employee benefit plan. There are no shares of common stock that are subject to outstanding options, warrants or securities convertible into common equity of our Company.
Recent Sales of the Company’s Unregistered Securities.
None
Holders of Common Stock
As of March 30, 2009 the number of holders of record of shares of common stock, excluding the number of beneficial owners whose securities are held in street name was approximately 43.
Dividend Policy
The Company will not pay any cash dividends on its common stock in 2009 because it intends to retain its earnings to finance the expansion of its business. Thereafter, declaration of dividends will be determined by the Board of Directors in light of conditions then existing, including without limitation the Company's financial condition, capital requirements and business condition.
Securities Authorized For Issuance Under Equity Compensation Plans
Not Applicable.
Item 6. Selected Financial Data
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following management's discussion, analysis of financial condition, and plan of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this annual report.
We are an operating company that is seeking to expand its operations. We have an operating history and have generated revenues from our activities that have produced both net incomes and losses. We have yet to undertake any expansion activity. As our company is considered to be in the early stages of business and there is no reasonable likelihood that increased revenues can be derived from our expansion in the foreseeable future, we consider that our operations will require us to retain management personnel that can lead the company in its expansion.
Our Board believes there is substantial doubt that we can expand our business during the next twelve months unless we obtain additional capital to pay for our expansion. This is because we have not generated sufficient profits to cover our expansion. Accordingly, we must raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company. We must raise cash to implement our planned expansion.
Since our business activity is related to many different services that we offer, it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency. As of December 31, 2008, we had working capital of $-34,281. Despite the commitment of our officers and directors to advance us up to $25,000 during the next twelve months, unless we raise additional funds, we will be faced with a further working capital deficiency by no later than the end of the next twelve months. Our future financial success will be dependent on the
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success of our expansion. Such expansion may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any expansion which may be done by us is largely dependent on factors beyond our control such as the market for our services, the number of available new customers and sufficient personnel available to perform work that we obtain.
We recognize that additional capital will be required during the next twelve months. Should we be unable to raise additional capital from other sources, our directors and officers have committed to advance the company up to $25,000 to enable the Company to meet its cash needs over the coming year.
We have equipment to sell, Company owned and not held for resale, however such sale of our capital assets would hurt our ability to perform operations. We are going to buy equipment during the next twelve months. We do not know the extent of the equipment need until we have located additional customers for any of our services.
Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance as an operating corporation. We have generated both profits and losses and it is this inconsistency that makes an evaluation of our performance difficult. Further, we offer services in so many different areas that we may not be able to manage all of the various services profitably. We cannot guarantee we will be successful in our expansion activities. Our business is subject to risks inherent in the establishment of an expanding business enterprise, including limited capital resources, possible delays in the generation of revenues from expending additional capital, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must invest into the expansion of our business before we start hiring a management team. We must obtain equity or debt financing to provide the capital required to fully implement our expansion program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand. Even if available, equity financing could result in dilution to existing shareholders.
Liquidity and Capital Resources
Our cash and cash equivalents were $2,393 as of December 31, 2008 compared to $835 as of December 31, 2007.
The cash provided by operating activities during the period ended December 31, 2008 was $20,677 as compared to the cash provided during the period ended December 31, 2007 which was $-3236. Operating expenses decreased by $49,604 during the same period in large part due to decreased employee leasing expenses and labor, and the legal, accounting and other fees related to the costs of filing our periodic reports with the Securities and Exchange Commission.
Results of Operations – December 31, 2008
Our financial statements contained herein have been prepared on a Generally Accepted Accounting Principles basis. We incurred a net loss for the period ended December 31, 2008, of ($42,136).
Our cash flow for the period ended December 31, 2008 showed a net increase in cash of $1,558. We attribute the majority of the cash increase to an increase in cash from operations. Our financing activities on Notes Payable of $7,687 constituted our only financing payments during the period ended December 31, 2008.
Our revenues for the period ended December 31, 2008 decreased approximately $63,267 or approximately 45% from the same period ended December 31, 2007. Our expenses during this period have decreased approximately $49,604 or approximately 29% from the same period in 2007. We attribute this decrease substantially to reduced contractual obligations in the computer services.
Results of Operations – December 31, 2007
We incurred a net loss for the period ended December 31, 2007, of ($26,409). Our loss from operations was ($28,473) which was reduced by a gain of $2,064 from the sale of assets. Our gain on the sale of assets was from mowing equipment that the company determined was not being utilized to produce revenue in accordance with the cost of the
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equipment. The equipment was therefore sold to generate the additional cash and relieve the company of maintaining equipment that was not being utilized.
Our cash flow for the period ended December 31, 2007 showed a net decrease in cash of ($9,831). We attribute the majority of the cash decrease to an increase in our accounts receivable of $11,562. Our increase in accounts receivable is directly related to the fact that we bill for our services and recognize our revenue immediately upon billing and not upon collection of payment. Our financing activities on Notes Payable of $7,028 constituted our only financing payments during the period ended December 31, 2007.
Our revenues for the period ended December 31, 2007 increased approximately $43,724 or approximately 21% from the same period ended December 30, 2006. We attribute this increase to our President being able to devote more time to the computer related business relationships, therefore increasing revenue. Our expenses during this period have increased approximately $5,103 or approximately 2% from the same period in 2006. We have had major increases in our legal and accounting costs (associated with the filing of our periodic reports with the Securities and Exchange Commission).
Trends
We are in the pre-expansion stage, we have not generated any additional revenue we can attribute to our plans for expansion. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term.
Critical Accounting Policies
Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments. We have presented our financials to give retroactive effect to changes in our capital structure.
The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Our intended expansion activities are dependent upon our ability to obtain financing in the form of debt and/or equity and ultimately to generate future profitable operational activity or income from its investments. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.
Item 8. Financial Statements and Supplementary Data.
Our financial statements are contained herein commencing on page F-1, which appear at the end of this annual report.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
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Item 9A(T). Controls and Procedures.
(a) Management’s Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
With respect to the fiscal year ending December 31, 2008, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our evaluation regarding the fiscal year ending December 31, 2008, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its internal controls over financial reporting were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants a nd the review process, management believes that the financial statements and other information presented herewith are materially correct.
The Company’s disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have bee n detected.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
(b) Changes in Internal Controls.
There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Item 9B. Other Information.
None.
PART III.
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.
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The name, address, age and position of our officers and directors is set forth below:
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Name and Address | Position(s) | Age |
John L. Corn 3919 14th St NE St Petersburg, FL 33716 | Chief Financial Officer, President and Director (1) | 44 |
Susan E. Corn 3919 14th St NE St Petersburg, FL 33716 | Secretary and Director (2) | 45 |
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(1) John L. Corn was appointed President and a Director on July 1, 2000. This is the first position he has held in a fully reporting company. |
(2) Susan E. Corn was appointed Secretary and a Director on July 1, 2000. This is the first position she has held in a fully reporting company. |
Background of Officers and Directors
JOHN L. CORN has applied the 20 years of diverse technology experience to form what is now Contracted Services, Inc. In 1986 Mr. Corn was a commercial pilot where he began to learn about business to business services. Mr. Corn started his first business of delivering lost baggage for airlines. Mr. Corn experimented with the first commercial Real Estate MLS through the use of Bulletin Board Systems on PCs using high-speed modems. Mr. Corn was also responsible for the first publishedSoutheastern Sport Flyer, a tabloid style paper for sport pilots.
Novell, DOS and Unix systems were leading networks at the time. Friends in technology businesses dealing with Telex machines asked Mr. Corn to help bring them into the world of PCs. Mr. Corn was programming Telex machines for these businesses while in the background he was finding a way to apply the communications of Telex to a PC.
With a basic knowledge of Novell systems Mr. Corn started Computronic Systems, Inc. and was contracted by Household Mortgage in Tampa to help with the networks. Based in Chicago, Household Mortgage began using Mr. Corn’s company regularly as a Florida based IT support team. This soon spread to other companies such as Huntington Mortgage, Vista Card International, and a handful of other financial organizations.
In 1992 John Corn was asked to design an automated mortgage computer system for a start up company known as Transland Financial, a mortgage lender backed by Crown Bank in Orlando, FL. With Novell as a backbone mortgage brokers were able to send and receive mortgage applications via laptop computer to Transland Financial where in turn they were automatically underwritten, approved or disapproved and returned within 15 minutes. This system was used for several years when Crown Bank took over and acquired it for its own use. Years later Mr. Corn moved on to a contract by CompUSA to design a corporate IT service department capable of bringing CompUSA across from retail only into business to business support. As the contract ended John began a new business named Ontec, Inc. with a focus on small business computers and onsite services.
Mr. Corn decided to move into the corporate world of computer project management with Aegon and Sykes. Sykes hired Mr. Corn to inventory the 225,000 computers of General Electric. Soon after the completion of the inventory Mr. Corn was asked to manage the projects of updating those same 225,000 systems. Unhappy with the amount of travel Mr. Corn moved on to Westinghouse Remediation Services later known as WRS Remediation as IT Director. Mr. Corn stayed with WRS until July of 2000.
Contracted Services, Inc. is the product of John Corn applying the knowledge and experience of corporate IT management to the onsite services business. With one of the first businesses to guarantee an annual cost cap via monthly services without a signed contract, Contracted Services has excelled in the Tampa Bay region. Doing business as Secom, this business quickly became the model for other computer businesses wanting the stability of planned income. Secom was sold in 2005 as an asset of Contracted Services, Inc.
SUSAN E. CORN is our Secretary and our office manager. With a Bachelor of Science in Business Administration from Christian Brothers College, Susan brings strong office organization and management skills into our company. Her
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banking background plus 15 years of team management in the medical industry has allowed her to keep our business office running smooth.
Susan began her career in the banking industry. Working at an established bank, Bank of Florida, she managed the back office functions including; running proofs, ATM Administration, IRA Administration, and Accounting. Later, with 10 years tenure Susan would prove instrumental in a startup bank, Countryside Bankers. At this bank she was responsible for the Customer Service aspect of the office. Responsibilities included the training of representatives, telephone banking, and setup of procedures. She worked closely with software representatives in the setup of banking computer systems and programs.
In 1990, Susan was appointed to be the Office Manager for Allergy Associates, a busy medical office in central St. Petersburg. Her 16 year career with the company has allowed her to learn every aspect of running a corporation. She is solely responsible for the management of the office. Her Staff Management duties include hiring, training, and day to day administration of human resources. She is also responsible for marketing and the presentation of the office to the public.
None of our officers and directors other than our President John L. Corn, works full time for our company. John L. Corn spends approximately 160 hours a month on company matters including sales and service. As Secretary, Susan Corn spends approximately 16 hours per month on corporate matters. It is anticipated Ms. Corn will spend more time on Contracted Services’ business, when we undertake our expansion.
None of our directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.
Board of Directors Audit Committee
We do not have an audit committee that is comprised of any independent director. As a company with less than $500,000 in revenue we rely on our President John L. Corn for our audit committee financial expert as defined in Item 401(e) of Regulation S-B promulgated under the Securities Act. Our Board of Directors acts as our audit committee. The Board has determined that the relationship of Mr. Corn as both our company President and our audit committee financial expert is not detrimental to the Company. Mr. Corn has a complete understanding of GAAP and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves in a fair and impartial manner; has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to or exceed the breadth and complexity of issues that can re asonably be expected to be raised by the small business issuer’s financial statements, or experience actively supervising one or more persons engaged in such activities; an understanding of internal control over financial reporting; and an understanding of audit committee functions. Mr. Corn has gained this expertise through his experience as a business owner with over twenty years experience and his supervision of persons performing similar functions. He has specific experience coordinating with our financial information with public accountants with respect to the preparation, auditing or evaluation of financial statements.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics will be provided to any person without charge, upon request.
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Item 11. Executive Compensation.
We have not paid any executive compensation during the years since inception except as noted from the following table:
| | | | | | | | |
| | | | | Long-Term Compensation | |
| | Annual Compensation | Awards | Payouts | |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
Name and principal position | Year | Salary ($) | Bonus ($) | Other Annual Compensation($) | Restricted Stock Award(s)($) | Securities Under-lying Options/SARs (#) | LTIP Payouts ($) | All Other Compensation($) (1) |
John L. Corn (1), President, Chairman of the Board of Directors | 2007 | -0- | -0- | -0- | -0- | -0- | -0- | 49,000,00 |
2008 | -0- | -0- | -0- | -0- | -0- | -0- | 32,000.00 |
| | | | | | | |
Susan E. Corn, Secretary, Director | 2007 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
2008 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| | | | | | | |
(1) “All other compensation” represents amounts paid to Mr. Corn through, Human Resources, Inc. the professional employee leasing company utilized by CSI. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of December 31, 2008, the total number of shares owned beneficially by each of our officers and directors, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his/her shares and possesses sole voting and dispositive power with respect to the shares.
| | | |
Title or Class | Name and Address of Beneficial Owner (1) | Amount of Beneficial Ownership (2) | Percent of Class |
Common Stock | John L. Corn | 46,875,000 | 46.13% |
Common Stock | Susan E. Corn | 46,875,000 | 46.13% |
| | | |
Common Stock | Directors and Officers as a Group (2 persons) | 93,750,000 | 92.26% |
(1) Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial. |
(2) Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.
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Item 14. Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant, Randall N. Drake, C.P.A., P.A. for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was $7,250 for 2007 and $8,000 for 2008.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by Randall N. Drake, C.P.A., P.A. that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under the caption "Audit Fees" was $0. The nature of the services comprising the fees disclosed under this category was: N/A.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by Randall N. Drake, C.P.A., P.A. for tax compliance, tax advice, and tax planning was $ 0.
All Other Fees,
The aggregate fees billed in each of the last two fiscal years for products and services provided by Randall N. Drake, C.P.A., P.A., other than the services reported above were $0 in paragraphs (e)(1) through (e)(3) of this section. The nature of the services comprising the fees disclosed under this category was: N/A.
Item 15. Exhibits.
Exhibit Number
Location
and Description
Reference
(a)
Reports of Independent Certified Accountants
Filed Herewith
(b)
Financial Statements
Filed Herewith
(c)
Exhibits required by Item 601, Regulation SB;
(2.0)
Plan of purchase, sale, organization, arrangement
None
liquidation or succession
(3.0)
Articles of Incorporation
(3.1)
Initial Articles of Incorporation filed
See Exhibit Key
with SB-2 Registration Statement
on April 26, 2006
(3.2)
Amendment to Articles of Incorporation
See Exhibit Key
filed with SB-2 Registration Statement
on April 26, 2006
(3.3)
Bylaws filed with SB-2 Registration
See Exhibit Key
Statement on April 26, 2006
(4.0)
Instruments defining the rights of security
None
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holders, including indentures
(9.0)
Voting trust agreement
None
(10.0)
Material contracts
None
(11.0)
Statement re: computation of per share
Note E to
earnings
Financial Stmts.
(14.0)
Code of Ethics
See Exhibit Key
(16.0)
Letter on change of certifying accountant
None
(18.0)
Letter on change in accounting principles
None
(20.0)
Other documents or statements to security
None
holders or any document incorporated by
reference
(21.0)
Subsidiaries of small business issuer
None
(22.0)
Published report re: matters submitted to
None
vote of security holders
(23.0)
Consents of experts and counsel
See Exhibit Key
(24.0)
Power of attorney
None
(31.0)
Certificate of Chief Executive Officer
Filed herewith
and Chief Financial Officer
(32.0)
Certification pursuant to 18 U.S.C. § 1350,
Filed herewith
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(99.0)
Additional Exhibits
None
(d)
Reports on Form 8-K
None
Exhibit Key
3.1
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on April 26, 2006.
3.2
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on April 26, 2006.
3.3
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on April 26, 2006.
14.0
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on April 26, 2006.
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23.0
Incorporated by reference herein to the Company’s Form SB-2
Registration Statement filed with the Securities and Exchange
Commission on April 26, 2006.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONRACTED SERVICES, INC.
Date: March 31, 2009 By: /s/ JOHN L. CORN
JOHN L. CORN
Chief Executive Officer
Chief Financial Officer
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Date: March 31, 2009 By: /s/ JOHN L. CORN
JOHN L. CORN,
Chief Executive Officer
Chief Financial Officer
Chairman of the Board of Directors
Date: March 31, 2009
By: /s/ SUSAN E. CORN
SUSAN E. CORN,
Secretary
Director
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| |
INDEX TO FINANCIAL STATEMENTS | |
| |
Report of Independent Registered Public Accounting Firm | F-1 |
| |
Consolidated Balance Sheet for the periods ending | |
December 31, 2008 and 2007 | F-2 |
| |
Consolidated Income Statements for the periods ending | |
December 31, 2008 and 2007 | F-3 |
| |
Consolidated Statement of Changes in Stockholders’ Equity | |
For the Years Ended December 31, 2007 and 2008 | F-4 |
| |
Consolidated Statement of Cash Flow | |
For the Years Ended December 31, 2008 and 2007 | F-5 |
| |
Notes to Financial Statements | F-6 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Contracted Services, Inc.:
We have audited the accompanying balance sheets of Contracted Services, Inc. as of December 31, 2008 and 2007 and the related statements of income, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2008. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by mana gement, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Contracted Services, Inc. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in footnote B to the financial statements, the Company has incurred operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| |
|
Randall N. Drake, CPA, PA Randall N. Drake, CPA, PA | |
|
Clearwater, Florida | |
| |
March 27, 2009 | |
| |
F-1
| | | | | | |
CONTRACTED SERVICES, INC. Balance Sheet As of December 31, 2008 and December 31, 2007 |
| | | | | | |
| | | | | 2008 | 2007 |
ASSETS | |
| Current Assets: | | |
| | Cash and Cash Equivalents | 2,393 | 835 |
| | Accounts Receivable, Less Reserve for Bad Debts of $ 39 and $94 | 25,591 | 44,945 |
| Total Current Assets | 27,984 | 45,780 |
| Fixed Assets: | | |
| | Computer Equipment | 2,365 | 2,365 |
| | Mowing Equipment | 19,113 | 19,113 |
| | Vehicles | 31,116 | 31,116 |
| | Less: Accumulated Depreciation | (41,337) | (33,161) |
| Total Fixed Assets | 11,257 | 19,433 |
| | | | | | |
| Other Assets: | | |
| | Intangible Assets - Note C | 12,500 | 0 |
| | Less: Accumulated Amortization | (833) | 0 |
| | Note Receivable - Idocubox Note C | 0 | 12,500 |
| Total Other Assets | 11,667 | 12,500 |
| TOTAL ASSETS | 50,908 | 77,713 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| Current Liabilities: | | |
| | Accounts Payable | 10,500 | 5,500 |
| | Credit Cards Payable | 42,773 | 29,341 |
| | Sales Tax Payable | 50 | (127) |
| | Loans From Shareholder | 535 | (34) |
| | Provision for Income Taxes | 0 | 0 |
| | Current Portion of Long-Term Liabilities - Note D | 8,407 | 7,687 |
| Total Current Liabilities | 62,265 | 42,367 |
| | | | | | |
| Long-Term Liabilities | | |
| | Notes Payable - Note D | 14,717 | 23,124 |
| Total Long-Term Liabilities | 14,717 | 23,124 |
| TOTAL LIABILITIES | 76,982 | 65,491 |
| Stockholders' Equity: - Note I | | |
| | Common Stock, $.01 par value, 750,000,000 shares | | |
| | authorized, 101,625,000 shares issued and outstanding | 1,016,250 | 1,016,250 |
| | Paid-In-Capital | (967,990) | (971,830) |
| | Retained Earnings | (74,334) | (32,198) |
| Total Equity | (26,074) | 12,222 |
F-2
| | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 50,908 | 77,713 |
See accompanying notes and accountant’s report.
F-3
| | | | | | |
CONTRACTED SERVICES, INC. Income Statement For the Years Ended December 31, 2008 and December 31, 2007 |
| | | | | | |
| | | | | 2008 | 2007 |
| Revenues | | |
| | Sales - Computer Maintenance & Repairs | 78,240 | 141,507 |
| | | | | 78,240 | 141,507 |
| Operating Expenses: | | |
| | Advertising | 11,543 | 15,135 |
| | Automobile Expense | 6,099 | 4,449 |
| | Amortization | 833 | 0 |
| | Bank Charges | 888 | 1,632 |
| | Bad Debts | 407 | 3,273 |
| | Business Promotion | 389 | 1,955 |
| | Commissions | 0 | 400 |
| | Contracted Labor | 0 | 9,650 |
| | Cost of Goods Sold | 43,906 | 31,975 |
| | Depreciation | 8,176 | 14,445 |
| | Dues & Subscriptions | 763 | 1,598 |
| | Employee Leasing | 0 | 41,440 |
| | Interest Expense | 7,871 | 7,586 |
| | Legal & Professional Fees | 15,423 | 16,564 |
| | Licenses and Permits | 330 | 450 |
| | Materials | 1,409 | 903 |
| | Miscellaneous Expense | 0 | 1,013 |
| | Office Expense | 753 | 3,547 |
| | Officers Compensation - Note F | 15,840 | 3,840 |
| | Penalties | 51 | 153 |
| | Postage | 1,394 | 2,178 |
| | Repairs | 50 | 0 |
| | Software Support | 0 | 519 |
| | Taxes | | 476 | 244 |
| | Telephone | 2,880 | 4,398 |
| | Travel & Entertainment | 895 | 2,529 |
| | Utilities | 0 | 104 |
| | | | | 120,376 | 169,980 |
| | | | | (42,136) | (28,473) |
| Other Income | | |
| | Gain on Sale of Assets | 0 | 2,064 |
| | | | | 0 | 2,064 |
| Net Income Before Provision for Income Taxes | (42,136) | (26,409) |
| Provision for Income Tax Expense | | |
| | Current Tax Provision | 0 | 0 |
| | Deferred Taxes | 0 | 0 |
| | | | | 0 | 0 |
| Net Income | (42,136) | (26,409) |
| | | | | | |
| Earnings per common share: - Note E | | |
F-4
| | | | | | |
| | Net Income (Loss) per share | (0.00) | (0.00) |
| Weighted Average Shares Basic & Diluted | 101,625,000 | 101,625,000 |
See accompanying notes and accountant’s report.
F-5
| | | | | | | |
CONTRACTED SERVICES, INC. Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2008 and December 31, 2007 |
| | | | | | |
| | Common Stock | Contributed | Retained | | |
| | Shares | Amount | Capital | Earnings | Total | |
Balances at January 1, 2007 | 1,355,000 | $13,550 | $27,030 | ($5,789) | $34,791 | |
| | | | | | | |
Net Income (Loss) | | | | (26,409) | (26,409) | |
| | | | | | | |
Forward stock split | 100,270,000 | 1,002,700 | (1,002,700) | | 0 | |
| | | | | | | |
Contributed Noncash Officers Compensation - Note F | | | 3,840 | | 3,840 | |
| | | | | | | |
Balances at December 31, 2007 | 101,625,000 | $1,016,250 | ($971,830) | ($32,198) | $12,222 | |
| | | | | | | |
Net Income (Loss) | | | | (42,136) | (42,136) | |
| | | | | | | |
Contributed Noncash Officers Compensation - Note F | | | 3,840 | | 3,840 | |
| | | | | | | |
Balances at December 31, 2008 | 101,625,000 | $1,016,250 | ($967,990) | ($74,334) | ($26,074) | |
See accompanying notes and accountant’s report.
F-6
| | | | | |
CONTRACTED SERVICES, INC. Statement of Cash Flows For the Years Ended December 31, 2008 and December 31, 2007 |
| | | | | |
| | | | 2008 | 2007 |
| OPERATING ACTIVITIES: | | |
| | Net Income (Loss) | (42,136) | (26,409) |
| | Adjustments to reconcile Net Income (Loss) | | |
| | to net cash provided by operations: | | |
| | | Depreciation and Amortization | 9,009 | 14,445 |
| | | Gain on Sale of Assets | 0 | (2,064) |
| | | Noncash Officers Compensation | 15,840 | 3,840 |
| | (Increase) Decrease in: | | |
| | | Accounts Receivable | 19,354 | 11,562 |
| | Increase (Decrease) in: | | |
| | | Accounts Payable | 5,000 | (7,535) |
| | | Credit Cards Payable | 13,433 | 3,013 |
| | | Sales Tax Payable | 177 | 66 |
| | | Provision for Income Taxes | 0 | (154) |
| | Net Increase (Decrease) from Operating Activities | 20,677 | (3,236) |
| INVESTING ACTIVITIES: | | |
| | Proceeeds from Sale of Assets | 0 | 11,000 |
| | Purchase of Fixed Assets | 0 | 0 |
| | Payments on Notes Receivable | 0 | 0 |
| | Shareholder Loans | (11,432) | (10,567) |
| | Net (Decrease) Increase from Investing Activities | (11,432) | 433 |
| FINANCING ACTIVITIES: | | |
| | Issuance of Capital Stock | 0 | 0 |
| | Payments on Notes Payable | (7,687) | (7,028) |
| | Shareholder AAA Distributions | 0 | 0 |
| | Net (Decrease) from Financing Activiites | (7,687) | (7,028) |
| NET CASH INCREASE (DECREASE) FOR THE YEAR | 1,558 | (9,831) |
| BEGINNING CASH | 835 | 10,666 |
| ENDING CASH | 2,393 | 835 |
| | | | | |
| SUPPLEMENTAL DISCLOSURE: | | |
| | Interest Expense | $7,871 | $7,586 |
| | Income Tax | $0 | $154 |
| | | | | |
| Noncash Investing & Financing Activities: | | |
| | Note Receivable - Idocubox | ($12,500) | $0 |
| | Intangible Assets | $12,500 | $0 |
| | Shareholder Loans | ($12,000) | $0 |
| | Noncash Officers Compensation | $15,840 | $3,840 |
See accompanying notes and accountant’s report.
F-7
CONTRACTED SERVICES, INC.
Notes to Financial Statements
December 31, 2008 and December 31, 2007
NOTE A – ORGANIZATION AND NATURE OF BUSINESS
The Company was incorporated June 30, 2000 in the State of Florida. The Company is a computer consulting company and is located in St. Petersburg, Florida.
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
Basis for Presentation
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the years ended December 31, 2008 and 2007; (b) the financial positions at December 31, 2008 and 2007, and (c) cash flows for years ended December 31, 2008 and 2007, have been made.
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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 revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.
Going Concern and Management's Plans
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company's plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing. While the Company believes in the via bility of its strategy to increase revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.
Fixed Assets
Property and equipment are stated at cost. Depreciation is computed using accelerated methods over the estimated useful lives of the assets, ranging from five to seven years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
F-8
CONTRACTED SERVICES, INC.
Notes to Financial Statements
December 31, 2008 and December 31, 2007
NOTE B – SIGNIFICANT ACCOUNTING POLICIES – (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company generates revenue by providing services in the field of computer consulting and commercial lawn maintenance. The Company recognizes its revenue when consulting services and commercial lawn maintenance have been completed and its customers are billed.
Income Taxes
The Company had previously elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal income taxes on its taxable income and is not allowed a net operating loss carryover or carryback as a deduction. Instead, the stockholders are liable for individual federal income taxes on their respective shares of the Company's taxable income and include their respective shares of the Company's net operating losses in their individual income tax returns. In 2006, the Company began to be taxed under Subchapter C of the Internal Revenue Code. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Any deferred taxes would represent the future tax ret urn consequences of those differences, which will either be taxable when the assets and liabilities are recovered or settled.
NOTE C – INTANGIBLE ASSETS/NOTE RECEIVABLE
The Company had a promissory note receivable from a party related by common ownership, Idocubox, in the amount of $20,000.00 dated September 21, 2005. The principal balance of the note, $12,500.00, as of January 2008, was used to acquire the rights to the software, name and website of Idocubox which has been dissolved in 2008. Intangible assets, the basis of which includes assessment of possible impairment, are being amortized over fifteen years on a straight line basis.
NOTE D – NOTES PAYABLE
The Company has a note payable to Ford Motor Credit Company. The note is dated June 20, 2006 in the original amount of $40,586.86 and is payable in monthly installments of $845.43 over five (5) years with a fixed interest rate of 8.99%. The note is secured by a 2007 Ford F-350 vehicle.
Scheduled principal maturities of the note over the next five years are as follows:
Year ending December 31,
2009………………………………………………………….$ 8,407.
2010………………………………………………………….$ 9,195.
2011………………………………………………………….$ 5,522.
F-9
CONTRACTED SERVICES, INC.
Notes to Financial Statements
December 31, 2008 and December 31, 2007
NOTE E – EARNINGS PER COMMON SHARE
Earnings (Loss) per common share of ($.00) for the year ended December 31, 2008 and ($.00) for the year ended December 31, 2007 were calculated based on a net income (loss) numerator for the respective periods divided by a denominator of the average number of outstanding common stock shares issued during the periods. There are no share equivalents and therefore no anti-dilution calculations required.
NOTE F – OFFICERS COMPENSATION
The Company recognized contributed noncash officers compensation for one of its officers who provides approximately 16 hours of service per month to the Company.
NOTE G – RELATED PARTY TRANSACTIONS
The corporation has the following related party transactions with Medical Check In Systems, Inc., a corporation owned 100% by the majority shareholder.
Contracted Services, Inc. has a licensing agreement with Medical Check In Systems, Inc. to distribute within the State of Florida all of Medical Check In Systems, Inc.’s products available for sale. Total revenue received by Contracted Services, Inc. from Medical Check In Systems, Inc. for the years ended December 31, 2008 and 2007 were $66,000.00 and $41,182.00. Accounts receivable due from Medical Check In Systems, Inc. as of December 31, 2008 and 2007 were $23,500.00 and $37,182.00.
NOTE H - ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2008. The corporation has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.
NOTE I– FORWARD STOCK SPLIT
On September 26, 2007 the Company’s Board filed amended and restated articles changing the total authorized capital stock of the corporation to 750,000,000 shares. On that same date the Company further ratified and authorized a 75:1 forward stock split that resulted in 101,625,000 issued and outstanding shares. All references in these financial statements to amounts per share and number of shares outstanding have been restated to give effect to this stock split.
NOTE J – SUBSEQUENT EVENT
TheCompany and the Company’s majority shareholder have agreed in principle to a stock purchase agreement with an unrelated third party. Pursuant to the terms of the agreement, 92% of the Company’s issued and outstanding shares will be acquired by the third party. This transaction has not yet been finalized as of the date of the filing of this Form 10-K.
F-10