SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
(Amendment No. 1)
[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) 650-0823
(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 31.1 16
Exhibit 32.1 17
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
Assets of Discontinued Operations $ 2,117
------------
TOTAL CURRENT ASSETS $ 117,563
OTHER ASSETS:
Security Deposits 4,051
------------
TOTAL ASSETS $ 121,614
============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
Loans Payable - Shareholders $ 268,150
Accounts Payable and Accrued Expenses 42,509
Liabilities of Discontinued Operations 27,138
------------
TOTAL CURRENT LIABILITIES 337,797
------------
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 $ 121,614
============
See accompanying notes to consolidated financial statements.
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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 $ (.02) $ (.01)
(LOSS) FROM DISCONTINUED OPERATIONS $ -- $ (.01)
------------ ------------
NET (LOSS) $ (.02) $ (.02)
============ ============
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.
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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
Change in Net Assets of Discontinued Operations 21,454 (5,577)
Gain on Extinguishment of Debt -- (17,780)
Stock Based Compensation 62,500 --
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 (85,113) (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 -- 139,897
Repayment of Borrowings (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.
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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 placement fees are recorded upon completion of contract
terms.
Advertising:
Advertising costs are expensed as incurred.
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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.
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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 paid 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".
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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 common shares 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 as follows:
2006 $35,277
2007 $53,090
2008 $13,905
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.
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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 amounting to $430,000.
NOTE G - INCOME TAXES -
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
-----------
TOTAL DEFERRED TAX ASSETS 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.
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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 assets and liabilities of Renewable Assets,
Inc., are separately presented in the accompanying consolidated
balance sheet.
NOTE J - RECLASSIFICATION OF PRIOR PERIOD -
On December 30, 2005, the Company sold its interest in 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)
-----------
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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, a net
loss 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 third 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.
As a result of the proposed spin-off of Renewable, the sale of
Advanced, the termination of the relationship between Accurate and Alcard, and
the loss by Staffing of its sole customer, the Company has no remaining active
- 11 -
operations that would be expected to generate future revenues and no assurance
can be given that the Company will be able to generate future revenues.
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
administrative 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
$96,650, 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 from customers of $30,000. Since February 2006 when the
Company's wholly owned Staffing subsidiary was notified by its sole customer
that it would cease using the services of Staffing, the Company's three
employees have agreed to waive their respective salaries until such time as the
Company returns to profitability. Accordingly, the Company's principal expenses
- 12 -
consist of monthly office rent of $3,920 and legal and accounting fees
associated with being a reporting issuer. The Company believes that the cash on
hand and proceeds realized from accounts and advances receivable will be
sufficient to fund the Company's operations until the end of fiscal 2006 and
permit Staffing to obtain other customers. If such funds prove insufficient or
Staffing is unable to obtain other customers that generate sufficient revenue,
the Company intends to seek to raise capital from both existing and new
shareholders. There can be no assurance that we will be able to find sources of
financing on terms acceptable to us, if at all. If we do not find the sources to
finance such activities, we may have to curtail our activities and consider all
of our strategic alternatives to maximize shareholder value, such as a sale of
the Company or a merger of the Company with or into another entity.
Item 3 Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
------------------------------------------------
As of the end of the period covered by this Report, with the
participation of our chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange
Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief
financial Officer concluded that as of the end of such period, our disclosure
controls and procedures were effective as of the period covered by this report
in timely alerting him to material information relating to International Imaging
Systems, Inc. required to be included in its periodic filings with the
Securities and Exchange Commission.
(b) Changes in Internal Controls
----------------------------
There were no changes in the Company's internal controls over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Exchange Act Rules 13a-15 or 15d-15 that occurred during the most recent
fiscal quarter that has materially affected or is reasonably likely to
materially affect the Company's internal controls over financial reporting.
FORWARD LOOKING STATEMENTS
This amended 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
- 13 -
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.
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. (Incorporated by reference to Registrant's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2006, filed with the
Securities and Exchange Commission on May 19, 2006)
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
- 14 -
(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.
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 amended 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: July 27, 2006
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