SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 29, 2006
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INTERNATIONAL IMAGING SYSTEMS, INC.
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(Exact name of registrant as specified in Charter)
Delaware 000-25413 65-0854589
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(State or other Jurisdiction of (Commission file no.) (IRS employer
incorporation) identification no.)
2419 E. Commercial Boulevard, # 307, Ft. Lauderdale, FL 33308
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (954) 650-0823
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Forward Looking Statements
This Form 8-K and other reports we file 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, our management as well as estimates
and assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the section of this report entitled "Risk Factors") relating to our industry and
our operations and results of operations. 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, expected, intended or planned.
Although we believe that the expectations reflected in the forward
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this report.
Item 1.01 Entry into a Material Definitive Agreement.
On August 29, 2006, we entered into a Stock Purchase Agreement (the
"Purchase Agreement"), pursuant to which we sold to Alfred M. Schiffrin
("Buyer"), all of the issued and outstanding capital stock of our subsidiary,
Renewable Assets, Inc. ("RAI") for $100 in cash. Mr. Schiffrin was the president
of RAI immediately prior to such sale. The details of the sale, including all
information required by Item 1.01. of this Current Report on Form 8-K (this
"Report"), are set forth in Item 2.01. "Acquisition or Disposition of Assets"
below, the contents of which are incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 13, 2004 our board of directors approved the spin-off of all
of the shares of common stock of RAI owned by the Company to our shareholders of
record on April 14, 2004. Completion of the spin-off was contingent upon
compliance with applicable rules and regulations. We have been unable to comply
with such rules and regulations and on August 28, 2006, our board of directors
approved the abandonment of the spin-off based on our lack of financial
resources to effect compliance with applicable rules and regulations and, in
lieu thereof, to enter into the Purchase Agreement.
The following is a summary of the Purchase Agreement and is qualified
in its entirety by reference to the Purchase Agreement that is filed as an
exhibit to this Report.
Pursuant to the Purchase Agreement, on August 29, 2006, we sold to the
Buyer, the president of RAI immediately prior to the sale, all of the issued and
outstanding capital stock of our subsidiary Renewable Assets, Inc., for $100 in
cash. The sole assets of RAI on the date of sale were the co-exclusive right to
market pre-owned photocopier machines for Office Furniture Warehouse, Inc., an
unrelated party ("OFW"), comissions receivable from OFW of approximately $2,500
and RAI's corporate name. On the date of sale, RAI had liabilities of
approximately $1,000 excluding liabilities for legal fees relating to RAI's
federal security law compliance that were assumed by us. The agreement provides
for the cancellation of all outstanding inter-company payables/receivables.
As a result of the sale of RAI, we have no remaining active operations
that would be expected to generate future revenues. Our sole remaining
subsidiary, Advanced Staffing, Inc., was notified in February 2006 that its sole
customer was terminating the use of ASI's services. Since then management has
been attempting to obtain other customers for ASI's services but no assurance
can be given that other customers can be obtained so as to generate sufficient
revenue to enable ASI to remain in business.
Item 8.01 Other Events
On August 29, 2006, C. Leo Smith, our President and Chief Executive
Officer, was issued 160,000 shares of our common stock under our 2003 Equity
Compensation Program as compensation for serving in such capacities without
salary since February 6, 2006 to the date of issuance. On August 29, 2006, the
closing bid price of our common stock on the OTC Bulletin Board was $.25 per
share.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information (filed herewith)
(1) Pro Forma Condensed Consolidated Balance Sheet
(2) Pro Forma Condensed Consolidated Statement of Operations
(c) Exhibits.
2.1 Stock Purchase Agreement, dated August 29, 2006, by and
between International Imaging Systems, Inc. and Alfred
M. Schiffrin
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SIGNATURES
Pursuant to 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.
Date: August 30, 2006
/s/ C. LEO SMITH
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C. Leo Smith
Chief Executive Officer
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2006
TABLE OF CONTENTS
PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET 1
PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS 2
NOTES TO PRO FORMA CONDENSED
FINANCIAL STATEMENTS 3-4
INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
JUNE 30, 2006
ASSETS
PRO FORMA
ADJUSTMENTS
HISTORICAL ----------------------------- PRO FORMA
BALANCES DR CR BALANCES
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CURRENT ASSETS:
Cash $ 28,405 (2)$ 100 $ 28,505
Advances to Customer 30,000 30,000
Assets of Discontinued Operations 2,594 (2)$ 2,594 --
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TOTAL CURRENT ASSETS 60,999 58,505
OTHER ASSETS:
Security Deposits 4,051 4,051
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TOTAL ASSETS $ 65,050 $ 62,556
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LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Loans Payable - Shareholders $ 274,869 $ 274,869
Accounts Payable and Accrued Expenses 30,177 (1)$ 27,079 57,256
Liabilities of Discontinued (2)$ 1,000
Operations 28,079 (1) 27,079 --
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TOTAL CURRENT LIABILITIES 333,125 332,125
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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 7,814
Additional Paid-In Capital 1,054,487 1,054,487
Accumulated Deficit (1,330,376) (1) 1,494 (1,331,870)
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TOTAL SHAREHOLDERS'
DEFICIENCY (268,075) (269,569)
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TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY $ 65,050 $ 62,556
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See accompanying notes to proforma financial statements.
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INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006
AND
YEAR ENDED DECEMBER 31, 2005
(UNAUDITED)
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2006 DECEMBER 31, 2005
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HISTORICAL PROFORMA PROFORMA HISTORICAL PROFORMA PROFORMA
BALANCES ADJUSTMENTS BALANCES BALANCES ADJUSTMENTS BALANCES
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REVENUES $ 145,889 $ 145,889 $ 959,098 $ 959,098
GENERAL AND ADMINISTRATIVE
EXPENSES 363,378 363,378 1,186,759 1,186,759
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(LOSS) FROM CONTINUING
EXPENSES $ (217,489) $ (217,489) $ 227,661 $ 227,661
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BASIC AND DILUTED (LOSS)
FROM CONTINUING OPERATIONS
PER COMMON SHARE $ (.03) $ (.03) $ (.04) $ (.04)
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WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 7,403,034 7,403,034 6,217,727 6,217,727
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See accompanying notes to proforma financial statements.
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INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION -
On August 29, 2006, the Registrant sold, for $100, its interest in
its subsidiary, Renewable Assets, Inc. International Imaging Systems,
Inc. assumed liabilities, consisting of legal fees, belonging to the
subsidiary, of approximately $28,000. At the date of the sale, the
subsidiary had assets of approximately $2,500 and remaining
liabilities of approximately $1,000. The buyer is the president of
Renewable Assets, Inc.
The transaction resulted in a loss of approximately $1,500.
There are no adjustments that are directly attributable to the
continuing operations of the Registrant for the periods ended June
30, 2006 and December 31, 2005 because the results of the sold
subsidiary's operations have been included in discontinued operations
for the periods presented. Discontinued operations are not
customarily presented in proforma statements of operations.
The unaudited proforma condensed balance sheet is presented as if the
subsidiary sale had occurred on June 30, 2006.
In the opinion of the Registrant, all adjustments and disclosures
necessary for a fair presentation of the proforma data have been
made. These proforma condensed financial statements are presented for
illustrative purposes only and are not necessarily indicative of the
operating results or the financial position that would have been
achieved had the asset sale been consummated as of the dates
indicated or the results that may be obtained in the future.
These proforma condensed financial statements and notes thereto
should be read in conjunction with the Registrant's consolidated
financial statements and the notes thereto as of and for the periods
ended June 30, 2006 and December 31, 2005.
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INTERNATIONAL IMAGING SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE B - PRO FORMA ADJUSTMENTS -
1) To record assumption of accounts payable (legal fees) by parent.
2) To record reduction of assets and liabilities relating to sale of
subsidiary.
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