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 June 30, 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: 000-25413
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 or not the Registrant is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act 0f 1934). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: As of August 15, 2006 the Registrant
had 7,813,700 shares of common stock outstanding.
Transmittal Small Business Disclosure Format (check one) YES [ ] NO [X]
INTERNATIONAL IMAGING SYSTEMS, INC.
FORM 10-QSB
For the quarterly period ended June 30, 2006
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheet as of June 30, 2006 (unaudited) 1
Consolidated Statements of Operations for the three months
and six months ended June 30, 2006 and 2005 (unaudited) 2
Consolidated Statements of Cash Flows for the six months
ended June 30, 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 15
Item 6 Exhibits and Reports on Form 8-K 15
Signatures 15
Exhibit 31.1 16
Exhibit 32.1 17
Item 1 Financial Statements
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2006
ASSETS
CURRENT ASSETS:
Cash $ 28,405
Advances to Customer 30,000
Assets of Discontinued Operations 2,594
------------
TOTAL CURRENT ASSETS 60,999
OTHER ASSETS:
Security Deposits 4,051
------------
TOTAL ASSETS $ 65,050
============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Loans Payable - Shareholders $ 274,869
Accounts Payable and Accrued Expenses 30,177
Liabilities of Discontinued Operations 28,079
------------
TOTAL CURRENT LIABILITIES 333,125
------------
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 (1,330,376
------------
TOTAL SHAREHOLDERS' DEFICIENCY (268,075)
------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 65,050
============
See accompanying notes to consolidated financial statements.
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INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2006 AND 2005
(UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
2006 2005* 2006 2005*
------------ ------------ ------------ ------------
REVENUES $ 145,889 $ 272,097 $ -- $ 215,744
GENERAL AND ADMINISTRATIVE
EXPENSES 363,378 371,347 51,429 276,697
------------ ------------ ------------ ------------
(LOSS) FROM CONTINUING
OPERATIONS (217,489) (99,250) (51,429) (60,953)
(LOSS) FROM DISCONTINUED
OPERATIONS (31,418) (213,061) (464) (154,652)
------------ ------------ ------------ ------------
NET (LOSS) $ (248,907) $ (312,311) $ (51,893) $ (215,595)
============ ============ ============ ============
BASIC AND DILUTED (LOSS)
PER SHARE $ (.03) $ (.05) $ (.01) $ (.04)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING:
Basic and Diluted 7,403,034 6,028,700 7,813,700 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
SIX MONTHS ENDED JUNE 30, 2006 AND 2005
2006 2005
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (248,907) $ (312,311)
Adjustments to Reconcile Net (Loss) to
Net Cash (Used) by Operating Activities:
Provision for Losses on Accounts Receivable -- 25,000
Depreciation -- 612
Change in Net Liabilities of Discontinued Operations 21,918 (7,679)
Gain on Extinguishment of Debt -- (17,780)
Stock Based Compensation 62,500 --
Loss on Sale of Note Receivable -- 56,672
Change in Operating Assets and Liabilities:
Accounts Receivable 56,217 101,581
Advances to Customer 25,000 (359,051)
Accounts Payable and Accrued Expenses (45,194) (22,415)
------------ ------------
NET CASH (USED) BY OPERATING ACTIVITIES (128,466) (535,371)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on Note Receivable -- 64,314
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES -- 64,314
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Borrowings -- 545,600
Repayment of Borrowings (30,631) (154,467)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES (30,631) 391,133
------------ ------------
NET (DECREASE) IN CASH (159,097) (79,924)
CASH - Beginning of Period 187,502 79,924
------------ ------------
CASH - End of Period $ 28,405 $ --
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid $ 1,011 $ 17,447
============ ============
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.
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
June 30, 2006.
Accounts Receivable:
Accounts receivable (included in assets of discontinued
operations) are considered to be fully collectible at June 30,
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 June 30, 2006 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 that 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
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (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 June 30, 2006.
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INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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".
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 facilitate a business
combination. 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 June 30, 2006. The Company lost
this customer in February, 2006.
NOTE E - COMMITMENTS -
Rent:
On May 11, 2005, the Company entered into a three year office
lease. Minimum annual rentals 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 $23,018 in 2006 and $8,104 in 2005.
- 7 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE E - COMMITMENTS - continued -
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 June
30, 2006, $6,000 was unpaid.
NOTE F - LOANS PAYABLE - SHAREHOLDERS -
Loans payable to shareholders consist of non-interest bearing working
capital advances, due on demand.
During the first quarter of 2006, the Company issued 860,000 shares
in satisfaction of debt of $430,000.
Interest expense amounted to $1,011 and $25,125 for the six months
ended June 30, 2006 and 2005, respectively.
NOTE G - INCOME TAXES -
As of June 30, 2006, the Company has a net operating loss
carryforward of approximately $800,000, which may be carried forward
through the year 2026, to offset future taxable income.
Deferred tax assets, amounting to approximately $160,000, 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 $ 160,000
Valuation Allowance (160,000)
----------
NET DEFERRED TAX ASSET $ --
==========
The valuation allowance changed during 2006 resulting from the
increase in the net operating loss carryforward and allowance for
doubtful accounts.
- 8 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - RELATED PARTY TRANSACTIONS -
Promotional Fees:
During the period ended June 30, 2006, the Company paid
promotional/marketing development fees to an entity owned by the
Chief Executive Officer of $4,500.
Transactions with Affiliate:
At June 30, 2006, the Company owed $2,650 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 the applicable rules and regulations of the
Securities and Exchange Commission.
At June 30, 2006, the assets and liabilities of Renewable Assets,
Inc. are separately presented in the accompanying consolidated
balance sheet as discontinued operations.
- 9 -
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
(SUCCESSOR TO A.M.S. MARKETING, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 six months ended June 30, 2006 is as follows:
Revenues $ 34,780
Operating Expenses (212,173)
Other Expense (37,647)
----------
Net (Loss) $ (215,050)
==========
This amount is combined with income of $1,979 from discontinued
operations of Renewable Assets, Inc. in the accompanying statement of
operations for the six months ended June 30, 2006.
NOTE K - GOING CONCERN UNCERTAINTY -
The loss of the Company's 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 and office
furniture for Office Furniture Warehouse, Inc. Such business is now carried on
through the Company's wholly owned subsidiary, Renewable Assets, Inc., a
Delaware corporation, ("Renewable"). On April 13, 2004 the Company's board of
directors approved the spin-off of all of the shares of common stock of
Renewable owned by the Company to our shareholders of record on 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,
a Delaware limited liability company, ("Advanced"), we had also engaged in the
marketing, and until December 2004, at which time Advanced sold virtually all of
its assets, the design and manufacturing 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., a Florida
corporation, ("Accurate"), entered into a marketing services agreement with
Alcard Mexico, S.A., ("Alcard"). 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. Subsequently,
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., a Florida corporation, ("Staffing"), 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, Ramada Vacation
Properties, Inc., of its intent to hire employees directly rather than outsource
them from Staffing. The management of Staffing is currently seeking other
customers for its services. If such other customers cannot be obtained, the
Company will have to consider all of its strategic alternatives in order to
maximize shareholders' value. In that connection, on March 27, 2006, the Company
entered in 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 2003 Equity Compensation Program. The closing price of the
Company's common stock on March 27, 2006 was $ .25 per share.
- 11 -
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
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 June 30, 2006 (the
"2006 Second Quarter") was characterized by no revenue and a related reduction
in operating expenses as compared to the three month period ended June 30, 2005
(the "2005 Second Quarter"), resulting in a net loss of $51,429 in the 2006
Second Quarter as compared to a net loss of $ 215,595 in the 2005 Second
Quarter.
Results of Operations
- ---------------------
Sales
The Company did not generate any sales during the 2006 Second Quarter
as compared to sales of $242,058 for the 2005 Second Quarter. Sales for the six
month period ended June 30, 2006 (the "2006 Period") were $145,889 as compared
to sales of $ 272,097 for the same period in the prior year (the "2005 Period"),
a decline of approximately 46%. Such declines in sales were attributable to the
loss of Staffing's sole customer during February 2006.
General and Administrative Expenses
General and Administrative Expenses ("G&A") were $51,429 in the 2006
Second Quarter as compared to $276,697 in the 2005 Second Quarter. G&A were
$363,378 for the 2006 Period as compared to $371,341 for the 2005 Period. Once
again, such decreases in G&A were attributable to the cessation of Staffing's
activities resulting from the loss of its sole customer during February 2006.
Other Expenses
Interest expense declined in the 2006 Second Quarter to $0 from $15,367
in the 2005 Second Quarter. Interest expense declined in the 2006 Period to
$1,011 from $25,125 in the 2005 Period. Such declines were attributable to the
satisfaction of debt during 2005.
Net Profit (Loss)
Net loss from continuing operations decreased to $51,429 in the 2006
Second Quarter from $60,953 in the 2005 Second Quarter. Net loss from continuing
operations decreased to $248,907 in the 2006 Period from $312,311 in the 2005
Period. Such decreases were primarily attributable to the cessation of
Staffing's operations resulting from the loss of its sole customer in February
2006 and the related reduction in operating expenses.
- 12 -
Liquidity, Capital Resources
- ----------------------------
The Company financed its operations during the three month period ended
June 30, 2006 through revenues from operations. As of June 30, 2006 the
Company's principal sources of liquidity consisted of cash of $28,405 and
advances from a customer 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 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 the advance 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.
Trends
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
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.
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.
- 13 -
(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 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", "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.
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
- 14 -
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
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
None
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 and
Chief Financial Officer
Dated: August 15, 2006
- 15 -