SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
Or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
COMMISSION FILE NUMBER: 0-25413
INTERNATIONAL IMAGING SYSTEMS, INC.
(Exact name of Small Business Issuer as Specified in its Charter)
DELAWARE 65-0854589
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
6689 N.W. 16th Terrace, Ft. Lauderdale, FL 33309
(Address of Principal Executive Offices)
(954) 978-9090
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1), has filed all reports required to be filed by
Section 13 or 15(d) of The Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [_] No [x]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of November 16, 2004, the
registrant had 6,028,700 shares of common stock outstanding.
INTERNATIONAL IMAGING SYSTEMS, INC.
FORM 10-QSB
For the Quarter Ended March 31, 2004
Index
Page
Number
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheet as of March 31, 2004 (unaudited) 1
Consolidated Statements of Operations for the three
months ended March 31, 2004 and 2003 (unaudited) 2
Consolidated Statements of Cash Flows for the three months
ended March 31, 2004 and 2003 (unaudited) 3
Notes to Consolidated Financial Statements 4
Item 2 Management's Discussion and Analysis or Plan of Operation 12
Item 3 Controls and Procedures 13
PART II
Item 1 Legal Proceedings 15
Item 2 Changes in Securities 15
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8 - K 15
Signature 16
Exhibit 31.1 17
Exhibit 32.1 19
PART I
FINANCIAL INFORMATION
Item 1 Financial Statements
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004
ASSETS
CURRENT ASSETS:
Accounts Receivable - Net of Allowance for Doubtful
Accounts of $53,108 $ 515,780
Inventories 177,051
Net Assets of Discontinued Operations 1,200
-----------
TOTAL CURRENT ASSETS 694,031
PROPERTY AND EQUIPMENT 198,727
OTHER ASSETS:
Security Deposits 3,700
-----------
TOTAL ASSETS $ 896,458
===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Notes Payable - Current $ 167,858
Accounts Payable 608,062
Accrued Expenses 68,958
Customer Deposits 22,745
-----------
TOTAL CURRENT LIABILITIES 867,623
NOTES PAYABLE - Non-Current 577,567
-----------
TOTAL LIABILITIES 1,445,190
-----------
SHAREHOLDERS' DEFICIENCY:
Preferred Stock - $.001 Par Value - 1,000,000 Shares
Authorized; -0- Shares Issued and Outstanding --
Common Stock - $.001 Par Value - 29,000,000 Shares
Authorized; 6,028,700 Shares Issued and Outstanding 6,029
Additional Paid-In Capital 96,134
Accumulated Deficit (650,895)
-----------
TOTAL SHAREHOLDERS' DEFICIENCY (548,732)
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 896,458
===========
See accompanying notes to consolidated financial statements.
-1-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
2004 2003
----------- -----------
NET SALES $ 906,605 $ 847,508
COST OF GOODS SOLD 648,193 533,202
----------- -----------
GROSS PROFIT 258,412 314,306
GENERAL AND ADMINISTRATIVE EXPENSES 304,980 276,225
----------- -----------
INCOME OR (LOSS) FROM CONTINUING
OPERATIONS (46,568) 38,081
INCOME FROM DISCONTINUED OPERATIONS -
Net of Tax 1,200 --
----------- -----------
NET PROFIT OR (LOSS) $ (45,368) $ 38,081
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 6,028,700 4,656,200
----------- -----------
Diluted 6,028,700 4,656,200
----------- -----------
NET (LOSS) PER COMMON SHARE:
Basic $ (.007) $ .008
=========== ===========
Diluted $ (.007) $ .008
=========== ===========
See accompanying notes to consolidated financial statements.
-2-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (45,368) $ 38,081
Adjustments to Reconcile Net Income (Loss)
to Net Cash (Used) by Operating Activities:
Provision for Losses on Accounts Receivable (28,784) --
Depreciation 13,347 10,610
Net Assets of Discontinued Operations (1,200) (3,281)
Change in Operating Assets and Liabilities:
Accounts Receivable (35,800) (56,662)
Inventories (27,521) (64,209)
Accounts Payable 45,841 59,271
Accrued Expenses 23,723 (447)
Customer Deposits (3,747) (4,714)
---------- ----------
NET CASH (USED) BY OPERATING ACTIVITIES (54,509) (21,351)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for Property and Equipment -- (13,951)
---------- ----------
NET CASH (USED) BY INVESTING ACTIVITIES -- (13,951)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Borrowings 195,600 45,377
Repayment of Borrowings (157,844) (17,505)
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 37,756 27,872
---------- ----------
NET (DECREASE) IN CASH (16,753) (7,430)
CASH - Beginning of Period 16,753 7,430
---------- ----------
CASH - End of Period $ -- $ --
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid $ 9,818 $ 4,127
========== ==========
Income Taxes Paid $ -- $ --
========== ==========
See accompanying notes to consolidated financial statements.
-3-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
Nature of Operations:
A.M.S. Marketing, Inc. was incorporated in the State of Delaware
on July 23, 1998. In October, 2003, the Company changed its name
to International Imaging Systems, Inc.
The Company, through its wholly-owned subsidiary, Advanced
Imaging Systems, LLC ("AIS"), is principally engaged in the
manufacture and sale of telephone credit cards, check cashing
cards and security cards of all types. The Company markets such
products domestically and abroad. The Company also markets
pre-owned, brand name photocopier machines for an unrelated party
(see Note J).
Basis of Presentation:
The consolidated financial statements include the accounts of the
Company and its subsidiaries. Intercompany transactions and
accounts have been eliminated.
On July 31, 2003, A.M.S. Marketing, Inc., ("AMS") acquired 100%
ownership of "AIS" in exchange for 1,200,000 shares of its
previously unissued common stock. Prior to the execution of the
exchange agreement, the members (owners) of "AIS" purchased
directly from an existing "AMS" shareholder 3,600,000 shares of
"AMS" common stock. The combined result of the foregoing
transactions is that the previous owners of "AIS" own 81.96% of
the outstanding common stock of "AMS".
For accounting purposes, "AIS" is considered to be the acquirer
and "AMS", the acquired entity. The business combination is
considered to be a "reverse merger" since the former owners of
"AIS" now control more than 50% of "AMS" as a result of the
merger. The effect of this transaction reflects historical values
of assets and liabilities of the combined entities with a
recapitalization of "AMS" shareholders' equity.
Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
-4-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) -
Financial Instruments:
The carrying values of accounts receivable, accounts payable, and
notes payable approximate fair value at March 31, 2004.
Inventories:
Inventories are valued at the lower of the first-in, first-out
cost or market with respect to direct material costs. Capitalized
overhead costs are determined on the basis of average costs.
Property and Equipment:
Property and equipment are recorded at cost, less depreciation.
The carrying value of property and equipment is assessed when
factors indicating impairment is present. The Company determines
fair value by obtaining market quotes for replacement property.
Depreciation is primarily accounted for on the straight-line
method based on estimated useful lives. The depreciation of
leasehold improvements is based on the shorter of the lease term
or the life of the improvement. If impairment is present, the
assets are reported at the lower of carrying value or fair value.
Sales:
Revenue is recognized when materials are shipped. Reported sales
are arrived at by deducting discounts and return allowances.
Advertising:
Advertising costs are expensed as incurred.
Income Taxes:
Deferred taxes are provided for temporary differences that will
result in taxable or deductible amounts in future years based on
the reporting of certain costs in different periods for financial
statement and income tax purposes.
-5-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) -
Earnings or (Loss) Per Common Share:
Basic earnings per common share is calculated by dividing net
income by the weighted average number of common shares
outstanding during the period. Diluted earnings per common share
is calculated by adjusting weighted average outstanding shares,
assuming conversion of all of the Company's "Exchangeable Notes"
(see note J) as if conversion to common shares had occurred at
the beginning of the current period. Interest expense applicable
to the notes is added back to net income for purposes of
computing diluted earnings per share. The additional shares
contingently issuable to holders of the exchangeable notes were
not considered for the period ended March 31, 2004 because their
effect would have been anti-dilutive.
NOTE B - INVENTORIES -
Inventories consists of the following at March 31, 2004:
Raw Materials $ 85,321
Work in Process 91,730
---------
$ 177,051
=========
NOTE C - PROPERTY AND EQUIPMENT -
Property and equipment consists of the following at March 31, 2004:
Furniture and Fixtures $ 6,045
Machinery and Equipment 211,759
Leasehold Improvements 62,211
---------
280,015
Accumulated Depreciation (81,288)
---------
$ 198,727
=========
-6-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE D - STOCK COMPENSATION PLAN -
The Company's 2003 Equity Incentive Program provides for the grant of
incentive stock options, nonqualified stock options, and restricted
stock awards. Certain awards are intended to qualify as "incentive
stock options" within the meaning of the Internal Revenue Code (the
"Code"). Other awards granted under the "Program" are not intended to
qualify as incentive stock options under the "Code".
The total number of shares of the Company's common stock that may be
issued during the first year under the "Program" may not exceed
6,000,000, of which 1,000,000 will be available for issuance as
incentive stock option grants and 5,000,000 will be available for
issuance as nonqualified stock option grants. The total number of
shares may be increased annually based upon the total number of common
shares outstanding in subsequent years.
As of March 31, 2004, no stock options were granted under the Program.
NOTE E - CONCENTRATION OF RISK -
Customers:
Two of the Company's major customers accounted for 38% of the
sales revenues for the three months ended March 31, 2004. Sales
to a single customer amounted to 24% of sales for the quarter
ended March 31, 2004.
Suppliers:
The Company is dependent upon a limited number of major
suppliers. If a supplier had operational problems or ceased
making material available to the Company, operations could be
adversely affected.
-7-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE F - COMMITMENTS -
Rent:
The Company leases its general office and production facilities.
Rental expense amounted to $11,296 for the three months ended
March 31, 2004. The Company is committed to total minimal annual
rental payments through 2005 in the amount of $18,125.
Consulting Agreement:
In April, 2003, the Company entered into a three year management
services contract with a shareholder. The agreement provides for
monthly payments of $6,700, plus expense reimbursements, through
March, 2004 and $5,500 thereafter.
Employment Agreements:
In July, 2003, the Company entered into three year employment
contracts with five individuals considered to be key employees.
The contracts provide for annual remuneration aggregating
approximately $372,000 with cost of living increases in the last
two years of the contracts. In addition, the contracts provide
for expense account allowances aggregating to $30,000 annually.
NOTE G - RELATED PARTY TRANSACTIONS -
Shareholder Advances:
During 2004, the Company received $195,600 working capital
advances from shareholders, of which $152,300 was repaid as of
March 31, 2004. The advances are short-term and bear no interest.
Sales:
Sales to customers related to employees of the Company amounted
to $34,484 and $28,725 for the three months ended March 31, 2004
and 2003, respectively.
Promotional Fees:
During the periods ended March 31, 2004 and 2003, the Company
paid promotional/marketing development fees to an entity owned by
the Chief Executive Officer of $-0- and $6,250, respectively.
-8-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - NOTES PAYABLE -
Notes payable consist of the following at March 31, 2004:
12% Note Payable - Shareholder - Due in monthly
installments of $3,500, including interest through
August, 2004 $ 27,540
12% Note Payable - Shareholder - Due in monthly
installments of $2,335, including interest through
November, 2004 21,245
6% Note Payable - Shareholder - Due in monthly
installments of $1,500, including interest through
August, 2007 57,523
Demand Loans Payable - Shareholders - Working capital
advances bearing no interest and expected to be repaid
within one year 104,117
6% Exchangeable Notes Payable - Maturing at various
times through December, 2005. The notes may be
exchanged for common stock at maturity, at the
discretion of the lenders based upon an exchange price
of $.50 per common share for each dollar owed.
Included in this amount are notes to shareholders
amounting to $105,000. 535,000
---------
745,425
Deduct Current Portion (167,858)
---------
$ 577,567
=========
The Company has pledged substantially all production machinery and
equipment as collateral on the notes owing to officers and
shareholders.
Interest expense amounted to $19,196 and $4,127 for the three months
ended March 31, 2004 and 2003, respectively.
The maturities of notes and loans payable for each of the succeeding
five years subsequent to the current period as follows:
MARCH 31, AMOUNT
--------- ------
2005 $167,859
2006 550,720
2007 16,690
2008 10,156
2009 --
-9-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE I - INCOME TAXES -
The Company has a net operating loss carryforward of approximately
$700,000, which may be carried forward through the year 2024, to
offset future taxable income.
Deferred tax assets, amounting to approximately $275,000, relating to
the potential tax benefit of future tax deductions was offset by a
valuation allowance due to the uncertainty of profitable operations in
the future.
NOTE J - SUBSEQUENT SPIN-OFF -
On December 12, 2003, the Company formed a wholly-owned subsidiary,
Renewable Assets, Inc., to carry on the promotional services line of
the business from the predecessor company, A.M.S. Marketing, Inc. The
promotional services line of the business consists of marketing
pre-owned photocopy machines.
The chief executive officer of Renewable Assets, Inc. is also a
shareholder and creditor of International Imaging Systems, Inc.
On April 13, 2004, the Board of Directors approved a spin-off of
Renewable Assets, Inc. to International Images, Inc.'s shareholders of
record on April 14, 2004.
At March 31, 2004, the net assets of Renewable Assets, Inc. are
presented as "net assets of discontinued operations" in the
accompanying consolidated balance sheet. The results of the photocopy
division operations for the three months ended March 31, 2004 are
presented in the consolidated financial statements of International
Imaging Systems, Inc. and Subsidiaries as income from Discontinued
Operations as required under Financial Accounting Standards Board
Statement 144.
-10-
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE K - NON-MONETARY TRANSACTIONS -
During the three months ended March 31, 2004, the Company sold
finished manufactured goods to certain suppliers for non-cash
consideration amounting to $6,300. Payment was received in the form of
supplies and materials. The transactions were valued at the Company's
customary selling prices.
NOTE L - GOING CONCERN -
A net loss from operations, negative working capital, and a capital
deficiency are issues that raise substantial doubt about the Company's
ability to continue as a going concern. Management has taken steps to
achieve profitable operations by restructuring its sales pricing
policies and production methods. In addition, the Company is pursuing
negotiations with private and institutional lenders to secure
additional working capital in the form of some combination of equity
and debt. The accompanying financial statements have been prepared on
the basis of a going concern, and do not reflect any adjustments
resulting from an alternative assumption.
-11-
Item 2 Management's Discussion and Analysis or Plan of Operation.
Overview
- --------
The Company was formed in Delaware on July 23, 1998. Since that date, we have
engaged in the business of marketing pre-owned, brand name photocopy machines
for an unrelated third party. On December 12, 2003, the Company formed a wholly
owned subsidiary in Delaware, Renewable Assets, Inc. ("RAI"), through which we
now conduct our business of marketing previously owned photocopy machines. On
April 13, 2004, our board of directors approved the spin-off of all of the
shares of RAI owned by us to our shareholders of record as of April 14, 2004.
Although the Company expected to complete the spin-off on or before October 31,
2004, it has been delayed due to the inability of the Company to comply timely
with its reporting obligations as a public company. It is contemplated that the
spin-off will be completed during the first quarter of 2005, but it could be
further delayed.
Through our wholly owned limited liability company, Advanced Imaging Systems,
LLC ("AIS"), acquired in July, 2003 as a result of a reverse merger, the Company
is also engaged in the design, manufacture and marketing of plastic and paper
card products, including credit cards, pre-paid telephone cards, value storage
cards, access entry cards, identity cards and business cards.
As discussed below, the three month period ended March 31, 2004 (the "2004 First
Quarter") was characterized by a 6.97% increase in sales as compared to the
three month period ended March 31, 2003 (the "2003 First Quarter") offset by
increases in costs of goods sold and general and administrative expenses,
resulting in a net loss of $45,368 in the 2004 First Quarter as compared to a
net profit of $38,081 in the 2003 First Quarter.
Results of Operations
- ---------------------
Sales
Sales for the 2004 First Quarter 2004 were $906,605 as compared to sales of
$847,508 for the 2003 First Quarter, an increase of 6.97%. The Company does not
believe that such increase is indicative of any trend but is more related to
factors beyond the Company's control, such as customer needs and timing of
receipt of orders. Accordingly, comparisons between periods may not be
meaningful. Substantially all of the sales in the 2004 First Quarter and the
2003 First Quarter were attributable to AIS.
Gross Profit
Gross Profit as a percentage of sales ("gross margin") decreased to
approximately 28.50% in the 2004 First Quarter from approximately 37.09% in 2003
First Quarter. Such decline in gross margin was primarily attributable to the
industry wide price contraction that began in the fourth quarter of 2003 and
continued into 2004 First Quarter. The Company believes that such contraction is
likely to continue for the foreseeable future.
To improve future performance and increase its gross profit margin, AIS has
modified its cost accounting system in order to more accurately accumulate
production and overhead costs, thereby assisting management in determining
break-even analysis and product pricing. In addition, AIS has aggressively
negotiated more favorable pricing on many of the components of
-12-
the cost of goods sold, instituted price increases on its lower margin products
and adjusted its product mix to increase the percentage of sales derived from
higher margin products. If such actions do not result in improved profit
margins, the Company will have to consider other actions, such as ceasing to
produce low margin products and the like.
General and Administrative Expenses
General and administrative expenses ("G&A") were $304,980, or approximately
33.64% of net sales in the 2004 First Quarter as compared to $276,225, or
approximately 32.59% of net sales in the 2003 First Quarter. Such increase in
G&A as a percentage of net sales was primarily attributable to the increase in
certain costs and expenses incurred in the 2004 First Quarter relating to the
Company being a reporting issuer.
Other Expenses
Interest expense in the 2004 First Quarter increased to $19,196 from $4,127 in
the 2003 First Quarter. Such increase was primarily attributable to the
additional indebtedness incurred by AIS during the fourth quarter of 2003.
Liquidity and Capital Resources
- -------------------------------
The Company financed its operations during the 2004 First Quarter through
revenues from operations and shareholder advances of $195,600. As of March 31,
2004, the Company's principal source of liquidity consisted of net accounts
receivable of $515,780. Management believes that the funds to be derived such
receivables, together with revenues expected to be generated from operations,
will be sufficient to finance operations for the foreseeable future, assuming
the Company returns to profitable operations and its accounts receivable are
timely recognized. Despite the continuing efforts of the Company to achieve
profitability, no assurance can be given, however, that the operations of the
Company will return to profitability. To expand operations, the Company intends
to continue to seek to raise additional capital from both existing and new
shareholders. There can be no assurance that the Company will be able to find
sources of financing on terms acceptable to the Company, if at all. If the
Company is unable to raise additional capital, the Company will be unable to
expand its operations and, if losses continue, may have to curtail certain of
its activities.
Item 3 Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.
-------------------------------------------------
Within the 90 days prior to the date of this report, International Imaging
Systems, Inc. (the "Company") carried out an evaluation, under the supervision
and with the participation of the Company's management, including the Company's
Chief Executive and Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information required
to be included in the Company's periodic SEC filings relating to the Company
(including its consolidated subsidiaries).
-13-
(b) Changes in Internal Controls.
-----------------------------
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these internal controls subsequent
to the date of our most recent evaluation.
FORWARD LOOKING STATEMENTS
This Form 10-QSB and other reports filed by the Company from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of and information currently available to the Company's management as
well as estimates and assumptions made by the Company's management.
When used in the filings the words "anticipate", "believe", "estimate",
"expect", "future", "intend", "plan" and similar expressions as they relate to
the Company or the Company's management identify forward looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
intended or planned.
-14-
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 2 Changes in Securities
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
31.1. Certification of Principal Executive and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Principal Executive and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350.
(b) Reports on Form 8-K
None
-15-
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL IMAGING SYSTEMS, INC.
Dated: November 16, 2004 By: /s/ C. Leo Smith
---------------------------
C. Leo Smith
Chief Executive Officer, Chief Financial Officer and President
-16-