SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2006
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.)
2419 E. Commercial Boulevard, Suite 307, Ft. Lauderdale, FL 33308
(Address of Principal Executive Offices)
(954) 772-5501
(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 [X] NO [ ]
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934).
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 May 15, 2006 the Registrant had
7,813,700 shares of common stock outstanding.
INTERNATIONAL IMAGING SYSTEMS, INC.
FORM 10-QSB
For the quarterly period ended March 31, 2006
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheet as of March 31, 2006 (unaudited) 1
Consolidated Statements of Operations for the three months
ended March 31, 2006 and 2005 (unaudited) 2
Consolidated Statements of Cash Flows for the three
months ended March 31, 2006 and 2005 (unaudited) 3
Notes to Consolidated Financial Statements 4
Item 2 Management's Discussion and Analysis or Plan of Operation 11
Item 3 Controls and Procedures 13
PART II
Item 1 Legal Proceedings 14
Item 2 Changes in Securities 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
Signature 15
Exhibit 10.1 16
Exhibit 31.1 19
Exhibit 32.1 20
i
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2006
ASSETS
------
CURRENT ASSETS:
Cash $ 65,019
Accounts Receivable 20,427
Advances to Customer 30,000
------------
TOTAL CURRENT ASSETS $ 115,446
OTHER ASSETS:
Security Deposits 4,051
------------
TOTAL ASSETS $ 119,497
============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
Loans Payable - Shareholders $ 268,150
Accounts Payable and Accrued Expenses 42,509
Net Liabilities of Discontinued Operations 25,021
------------
TOTAL CURRENT LIABILITIES 335,680
------------
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; 7,813,700 Shares Issued and Outstanding 7,814
Additional Paid-In Capital 1,054,487
Accumulated Deficit (1,278,484)
------------
TOTAL SHAREHOLDERS' DEFICIENCY (216,183)
------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 119,497
============
See accompanying notes to consolidated financial statements.
- 1 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
2006 2005*
------------ ------------
REVENUES $ 145,889 $ 56,353
GENERAL AND ADMINISTRATIVE EXPENSES 311,949 94,650
------------ ------------
(LOSS) FROM CONTINUING OPERATIONS (166,060) (38,297)
(LOSS) FROM DISCONTINUED OPERATIONS (30,954) (58,419)
------------ ------------
NET (LOSS) $ (197,014) $ (96,716)
============ ============
BASIC AND DILUTED (LOSS) PER SHARE:
(LOSS) FROM CONTINUING OPERATIONS $ (.024) $ (.006)
(LOSS) FROM DISCONTINUED OPERATIONS $ (.004) $ (.010)
------------ ------------
NET (LOSS) $ (.028) $ (.016)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic and Diluted 6,992,367 6,028,700
------------ ------------
* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
- 2 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
2006 2005
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (197,014) $ (96,716)
Adjustments to Reconcile Net (Loss)
to Net Cash (Used) by Operating Activities:
Provision for Losses on Accounts Receivable -- 113
Depreciation -- 306
Stock Based Compensation 62,500 --
Change in Net Liabilities of Discontinued
Operations 21,454 (5,577)
Gain on Extinguishment of Debt -- (17,780)
Change in Operating Assets and Liabilities:
Accounts Receivable 35,790 111,187
Advances to Customer 25,000 (100,000)
Accounts Payable and Accrued Expenses (32,863) (43,151)
------------ ------------
NET CASH (USED) BY OPERATING ACTIVITIES (85,133) (151,618)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on Note Receivable -- 9,483
Expenditures for Property and Equipment -- (1,352)
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES -- 8,131
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Borrowings - Shareholders -- 139,897
Repayment of Borrowings - Shareholders (37,350) (75,371)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES (37,350) 64,526
------------ ------------
NET (DECREASE) IN CASH (122,483) (78,961)
CASH - Beginning of Period 187,502 79,924
------------ ------------
CASH - End of Period $ 65,019 $ 963
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid $-- $ 8,007
============ ============
Income Taxes Paid $-- $--
============ ============
Conversion of Notes Payable to Equity $ 430,000 $--
============ ============
See accompanying notes to consolidated financial statements.
- 3 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
Nature of Operations:
The Company, through its wholly-owned subsidiary, Advanced
Staffing International, Inc., is principally engaged in the
employee leasing business. It also markets pre-owned, brand name
photocopier machines through its wholly-owned subsidiary,
Renewable Assets, Inc.
Basis of Presentation:
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. Intercompany
transactions and accounts have been eliminated.
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.
Financial Instruments:
The carrying values of accounts receivable, accounts payable and
accrued expenses, and loans payable approximate fair value at
March 31, 2006.
Accounts Receivable:
Accounts receivable are considered to be fully collectible at
March 31, 2006
Revenue:
Personnel leasing fees are recorded weekly upon completion of
contract terms.
Advertising:
Advertising costs are expensed as incurred.
- 4 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
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" 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, 2005 because their effect would have been anti-dilutive.
Recent Accounting Pronouncements:
In December 2004, the Financial Accounting Standards Board (FASB)
issued a revision of Statement No. 123, Accounting for Stock Based
Compensation entitled "Share Based Payments." The Statement is
effective for small business issuers for periods after December
15, 2005, and establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that
are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments.
The Statement eliminates the alternative to use the "intrinsic
value method" of accounting that was previously provided in the
original version of Statement No. 123. Under the method, issuance
of stock options to employees generally resulted in recognition of
no compensation cost. The recently issued revision requires
entities to recognize the cost of employee services received in
exchange for award of equity instruments based on the grant date
fair value of those awards.
- 5 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Recent Accounting Pronouncements (continued):
In December 2004, the Financial Accounting Standards Board issued
SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment of
APB Opinion No. 29." The Statement is effective for fiscal periods
beginning after June 15, 2005, and eliminates certain differences
that existed between U.S. accounting standards for nonmonetary
transactions and those standards provided by International
Accounting Standard No. 16, "Property, Plant and Equipment" and
International Accounting Standard No. 38, "Intangible Assets." The
Statement eliminates the exceptions to fair value for exchanges of
similar productive assets and replaces it with a general exception
for exchange transactions that do not have commercial substance -
that is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity.
In April 2005, the FASB issued SFAS No. 154, "Accounting Changes
and Error Corrections," requiring retrospective application as the
required method for reporting a change in accounting principle,
unless impracticable or a pronouncement includes specific
transaction provisions. This Statement also requires that a change
in depreciation, amortization, or depletion method for long-lived,
nonfinancial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. This
Statement carries forward the guidance in APB Opinion No. 20,
"Accounting Changes," for the reporting of the correction of an
error and a change in accounting estimate. This Statement is
effective for accounting changes and correction of errors made in
fiscal years beginning after December 15, 2005.
Implementation of the Standards are not expected to have a
material effect on comparability of the Company's financial
statements.
NOTE B - ADVANCES TO CUSTOMER -
The Company made non-interest bearing advances of $380,000 through
December 31, 2005, to a former customer, Alcard Mexico, S.A.
("Alcard") to enable "Alcard" to build its production facility.
"Alcard" has repaid $350,000 through March 31, 2006.
NOTE C - 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".
- 6 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE C - STOCK COMPENSATION PLAN (continued) -
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.
In March 2006, the Company issued 250,000 shares of common stock in
connection with a one-year consulting agreement to provide advice
regarding the enhancement of shareholder value. The fair value of the
shares issued amounted to $62,500 and is included in the accompanying
statement of operations.
NOTE D - CONCENTRATION OF RISK -
Customer:
One customer accounted for substantially all of the Company's
revenues for the period ended March 31, 2006.
NOTE E - COMMITMENTS
Rent:
On May 11, 2005, the Company entered into a three-year office
lease. Minimum annual rents are approximately as follows:
2006 $35,000
2007 $53,000
2008 $14,000
The Company is also obligated to pay annual pro-rata operating
expenses and real estate taxes.
Net rent expense amounted to $11,509 in 2006 and $792 in 2005.
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 $4,000 plus expense reimbursements. At March
31, 2006, $25,000 was unpaid.
- 7 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE F - LOANS PAYABLE - SHAREHOLDERS
Loans payable to shareholders consist of non-interest bearing working
capital advances, due on demand.
Interest expense amounted to $1,011 and $9,758 for the three months
ended March 31, 2006 and 2005 respectively
During 2006, the Company issued 860,000 common shares in satisfaction
of debt of $430,000.
NOTE G - INCOME TAXES -
As of March 31, 2006, the Company has a net operating loss
carryforward of approximately $750,000, which may be carried forward
through the year 2026 to offset future taxable income.
Deferred tax assets, amounting to approximately $150,000, 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.
Significant components of the Company's deferred tax assets are as
follows:
Net Operating Loss Carryforward $ 150,000
Valuation Allowance (150,000)
----------
NET DEFERRED TAX ASSETS $ --
==========
The valuation allowance changed during 2006 resulting from the
increase in the net operation loss carryforward.
- 8 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - RELATED PARTY TRANSACTIONS -
Promotional Fees:
During the period ended March 31, 2005, the Company paid
promotional/marketing development fees to an entity owned by the
Chief Executive Officer of $4,500.
Transactions with Affiliate:
At March 31, 2006, the Company owed $3,475 to an entity in which a
shareholder has an equity interest.
NOTE I - PENDING SPIN OFF -
On December 13, 2003, the Company formed a wholly-owned subsidiary,
Renewable Assets, Inc., to carry on the business of the predecessor
company, A.M.S. Marketing, Inc. The business consists of marketing
pre-owned photocopy machines.
The shares of Renewable Assets, Inc., have not been distributed
pending compliance with applicable rules and regulations of the
Securities and Exchange Commission.
At March 31, 2006, the net assets of Renewable Assets, Inc., are
presented as "net assets of discontinued operations" in the
accompanying consolidated balance sheet.
NOTE J - RECLASSIFICATION OF PRIOR PERIOD -
On December 30, 2005, the Company sold its former operating
subsidiary, Advanced Imaging Systems, LLC, to the Company's former
production manager.
The condensed statement of operations for Advanced Imaging Systems,
LLC for the three months ended March 31, 2005 is as follows:
Revenues $ 8,466
Operating Expenses (85,910)
Other Income 19,025
----------
Net (Loss) $ (58,419)
----------
- 9 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE J - RECLASSIFICATION OF PRIOR PERIOD (continued) -
This amount is combined with the loss from discontinued operations of
Renewable Assets, Inc., in the accompanying statement of operations
for the three months ended March 31, 2005.
NOTE K - CONTINGENCIES -
Going Concern:
The loss of the Company's major customer in February 2006,
continuing losses from operations, negative working capital, and a
shareholders' deficiency are issues that raise substantial doubt
about the Company's abilities to continue as a going concern.
Management is presently seeking customers for its personnel
agency. 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.
- 10 -
Item 2 Management's Discussion and Analysis or Plan of Operation
Overview
- --------
The Company was formed in July 1998, and since that time has engaged in
the business of marketing pre-owned, brand name photocopiers for an unrelated
third party, Office Furniture Warehouse, Inc. ("OFW"). Such business is now
carried out through the Company's wholly owned subsidiary, Renewable Assets,
Inc. ("Renewable"), a Delaware corporation. On April 13, 2004 our board of
directors approved the spin-off of all of the shares of Renewable owned by us to
our shareholders of record as of April 14, 2004. It is expected that the
spin-off will be completed in the second quarter of 2006, but it could be
delayed or abandoned if regulatory compliance cannot be achieved.
From July 2003 when the Company acquired Advanced Imaging Systems, LLC
("Advanced"), a Delaware limited liability company, we had also engaged in the
marketing, and until December 2004, at which time Advanced sold virtually all of
its assets, the design and manufacture of plastic and paper credit cards,
primarily for the telecommunications industry. During December 2005 Advanced was
sold to its former production manager for a nominal amount, and effectively
exited from the credit card business.
Additionally, and in furtherance of such business, in January 2005 our
formerly inactive wholly owned subsidiary, Accurate Images, Inc. ("Accurate"), a
Florida corporation, entered into a marketing services agreement with Alcard
Mexico, S.A. ("Alcard"), an unrelated third party. Accurate agreed to assist
Alcard in the marketing of paper and plastic credit cards in Mexico in exchange
for a percentage of the business profits derived from such business. Alcard was
sold during December 2005. Accurate no longer has a business relationship with
Alcard, and is not presently conducting any business activity.
Also in January 2005, the Company formed Advanced Staffing
International, Inc. ("Staffing"), a Florida corporation, that is engaged in the
business of leasing employees, and earns revenues on the spread between what it
pays its employees and what it charges it clients for such employees. In
February 2006 Staffing was orally notified by its sole customer of its intent to
hire its employees directly, rather than outsource them from Staffing. The
management of Staffing is currently seeking other customers for its services. If
other customers cannot be obtained to make Staffing a viable business, the
Company will have to consider all of its strategic alternatives to maximize
shareholder value. In that connection, on March 27, 2006, the Company entered
into a Consulting Agreement with John LaSala pursuant to which Mr. LaSala agreed
to advise the Company regarding such strategic alternatives. For his services,
Mr. LaSala was issued 250,000 shares of the Company's common stock under the
Company's Incentive Program. The closing price of the Company's common stock on
March 27, 2006 was $ .25 per share.
- 11 -
As discussed below, the three month period ended March 31, 2006 (the
"2006 First Quarter") was characterized by a 159% increase in sales as compared
to the three month period ended March 31, 2005 (the "2005 First Quarter"),
resulting in a net loss of $ 197,014 in the 2006 First Quarter as compared to a
net loss of $ 96,716 in the 2005 First Quarter.
Results of Operations
- ---------------------
Sales
Sales for the 2006 First Quarter were $ 145,889 as compared to sales of
$ 56,353 for the 2005 First Quarter. Such increase in sales was caused by an
increase in revenues by the Company's wholly owned staffing subsidiary.
Substantially all of the sales in the 2006 First Quarter and the 2005 First
Quarter were attributable to Staffing.
Gross Profit
Gross Profit/(Loss) as a percentage of sales increased to (114)% in the
2006 First Quarter from approximately (68)% in the 2005 First Quarter. Such
increase in Gross (Loss) was caused by an increase in certain legal and
accounting expenses.
General and Administrative Expenses
General and Administrative Expenses ("G&A") were $ 311,949, or
approximately 214% of net sales in the 2006 First Quarter as compared to $
94,650, or approximately 168% of net sales in the 2005 First Quarter. Such
increase in G&A as a percentage of net sales was caused by an increase in
certain legal and accounting expenses.
Other Expenses
Interest expenses declined in the 2006 First Quarter to $ 1,011 from $
9,758 in the 2005 First Quarter. Such decline was attributable to the
satisfaction of debt during 2005 and the conversion of shareholders' loans to
equity.
Liquidity and Capital Resources
- -------------------------------
The Company financed its operations during the 2006 First Quarter
through revenues from operations. As of March 31, 2006, the Company's principal
sources of liquidity consisted of cash of $ 65,019, accounts receivable of $
20,427, and advances to customers of $ 30,000. The Company believes that such
funds, together with expected revenues from operations, will be sufficient to
fund the Company's operations for the foreseeable future, assuming that the
Company returns to profitable operations. Despite the efforts of the Company,
however, no assurance can be given that operations will in fact return to
profitability. To continue operations, the Company intends to seek to raise
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, if at
all. If the Company does not find sources to finance its operations, it may
become necessary for the Company to curtail certain of it business activities.
- 12 -
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 the evaluation, the Chief Executive and the
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 filings with the Securities and
Exchange Commission relating to the Company (including its consolidated
subsidiaries).
(b) Changes in 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.
- 13 -
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 2 Unregistered Sales of Equity Securities
There were no securities sold by the Registrant during the period
covered by this report that were not registered under the Securities Act and
that were not included in a Current Report on form 8-K.
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
10.1 Consulting Agreement, dated as of March 27, 2006, between the
Registrant and John LaSala.
31.1 Certification of the Chief Executive Officer and the Chief
Financial Officer pursuant to Section 302 of the Sarbannes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and the Chief
Financial Officer pursuant to 18 U.S.C. Section 1350
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on February 27, 2006
relating to the sale of restricted shares of its common stock to accredited
investors.
- 14 -
The Company filed a Current Report on Form 8-K on March 2, 2006
relating to the cessation of business activities between a wholly owned
subsidiary of the Company and a customer of the subsidiary.
The Company filed a Current Report on Form 8-K on March 9, 2006
relating to the sale of restricted shares of its common stock to accredited
investors.
SIGNATURES
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, duly authorized.
INTERNATIONAL IMAGING SYSTEMS, INC.
By: /s/ C. LEO SMITH
--------------------------------------
C. Leo Smith, Chief Executive Officer,
Chief Financial Officer and President
Dated: May 19, 2006
- 15 -