UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly report filed under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2002 or [ ] Transitional report filed under Section 13 or 15 (d) of the Exchange Act. Commission File No. 0-33153 STARMED GROUP, INC. ------------------------ (Name of Small Business Issuer in its Charter) Nevada 52-2220728 State or other jurisdiction of I.R.S. Employer incorporation or organization Identification Number 2029 Century Park East, Suite 1112, Los Angeles, Ca. 90067 ----------------------------------------------------------- (Address of principal executive office) Issuer's telephone number: (310) 226-2555 -------------- Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) been subject to such filing requirements for the past ninety (90) days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: As of March 31, 2002, there were 4,945,384 shares of Common Stock, par value $.01 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes No X 1 TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements (a) Consolidated Balance Sheet 3 (b) Consolidated Statement of Operations 4 (c) Consolidated Statement of Cash flows 5 (d) Consolidated Statement of Shareholders' Equity 6 (e) Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults On Senior Securities 13 Item 4. Submission of Items to a Vote 13 Item 5. Other Information 13 Item 6. 13 (a) Exhibits (b) Reports on Form 8K SIGNATURES 14 2 STARMED GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2002 AND DECEMBER 31, 2001 March 31, 2002 December 31, (un-audited) 2001 -------------- -------------- ASSETS Current assets Cash $ 170,145 $ 189,349 Inventory 42,160 18,820 -------------- -------------- Total current assets 212,305 208,169 Equipment and furniture Office furniture and computers 68,363 68,363 Accumulated depreciation 4,883 2,442 -------------- -------------- Total equipment and furniture 63,480 65,921 -------------- -------------- Total assets $ 275,785 $ 274,090 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 1,730 $ 1,780 Current portion of capital lease obligation 12,419 11,934 -------------- -------------- Total current liabilities 14,149 13,714 Long term debt Note payable with accrued interest due August 23, 2003 414,899 305,205 Capital lease obligation payable monthly through March 2005 with interest at 12% less current portion 45,964 50,269 -------------- -------------- Total liabilities 475,012 369,188 Shareholders' equity Common stock (par value $0.01) 50,000,000 shares authorized; March 31, 2002 and December 31, 2001, 4,945,384 shares issued and outstanding 49,454 49,454 Paid in capital 55,094 55,094 (Deficit) accumulated during development stage (303,775) (199,646) -------------- -------------- Total shareholders' equity (199,227) (95,098) Total liabilities and shareholders' equity $ 275,785 $ 274,090 ============== ============== The accompanying notes are an integral part of these financial statements. 3 STARMED GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 AND TOTAL DEFICIT ACCUMULATED IN DEVELOPMENT STAGE TO MARCH 31, 2002 (UN-AUDITED) Total (deficit) accumulated in For the For the development three three stage from months ended months ended inception March 31, March 31, January 10, 2000 to 2002 2001 March 31, 2002 ------------ ------------ ------------ INCOME: Revenue from royalty $ 2,274 $ - $ 3,292 EXPENSES: Compensation 28,930 2,500 142,400 Professional fees 26,235 2,487 52,631 Accounting fees 5,675 - 9,950 Office 11,009 1,050 31,451 Rent 5,997 - 20,747 Insurance 1,839 - 3,368 Advertising 11,710 - 15,203 Travel and entertainment 2,004 - 2,004 Depreciation 2,441 - 4,883 Impairment of goodwill - - 4,698 ------------ ------------ ------------ Total expenses 95,840 6,037 287,335 Loss from operations before interest and income taxes (93,566) (6,037) (284,043) Interest expense 10,563 - 19,732 ------------ ------------ ------------ Loss from operations before income taxes (104,129 (6,037) (303,775) Income taxes - - - ------------ ------------ ------------ Net loss $ (104,129) $ (6,037) $ (303,775) ============ ============ ============ Net loss per share-basic and diluted $ (0.02) $ (0.00) $ (0.06) ============ ============ ============ Weighted average number of shares outstanding 4,945,384 4,149,342 4,945,384 ============ ============ ============ The accompanying notes are an integral part of these financial statements. 4 STARMED GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 AND FROM INCEPTION JANUARY 10 TO MARCH 31, 2002 (UN-AUDITED) For the For the three From inception three months months ended January 10, 2000 ended March March 31, to March 31, 31, 2002 2001 2002 ------------ ------------ ------------ CASH FLOW FROM OPERATING ACTIVITIES Net (loss) during development stage $ (104,129) $ (6,037) $ (303,775) Adjustments to reconcile net (loss) to net cash Depreciation of computers and furniture 2,441 - 4,883 Shares issued for compensation - - 69,000 Impairment loss goodwill - - 4,698 (Increase) decease in operating assets Inventory (23,340) - (42,160) Increase (decrease) in operating liabilities Accounts payable (50) - 1,730 ------------ ------------ ------------ Net cash (used in) operating activities (125,078) (6,037) (265,624) CASH FLOWS FROM INVESTING ACTIVITIES (Acquisition) of computers and furniture - (253) (68,363) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Increase in loans and interest 109,694 - 414,899 Capitalized lease (3,820) - 58,383 Proceeds from issuance of common stock - - 30,850 ------------ ------------ ------------ Net cash provided by financing activities 105,874 - 504,132 ------------ ------------ ------------ Net increase in cash in bank (19,204) (6,290) 170,145 Cash in bank as of the beginning of the year 189,349 25,789 - ------------ ------------ ------------ Cash in bank as of the end of the period $ 170,145 $ 19,499 $ 170,145 ============ ============ ============ SUPPLEMENTAL INFORMATION ON NON-CASH INVESTING AND FINANCIAL ACTIVITIES Stock issued for compensation $ - $ - $ 69,000 Stock issued for acquisition of subsidiary $ - $ - $ 4,698 Payments of interest $ 869 $ - $ 3,964 Payments of income taxes $ - $ - $ - The accompanying notes are an integral part of these financial statements. 5 STARMED GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FROM INCEPTION JANUARY 10, 2000 TO MARCH 31, 2002 (UN-AUDITED) Common Stock --------------------------------------- (Deficit) Paid in accumulated Par value capital in Number of $0.01 per (discount development shares per share from par) stage ----------- ----------- ----------- ----------- Balance at revival January 10, 2000 4,040,592 $ 40,406 $ (40,406) $ - Common shares issued for cash October 2000 at average price per share $0.23 135,000 1,350 29,500 Common shares issued for compensation for services in October 2000 valued at average price per share of shares issued for cash $0.23 300,000 3,000 66,000 Net loss (74,060) ----------- ----------- ----------- ----------- Balance at December 31, 2000 4,475,592 44,756 55,094 (74,060) Acquisition July 27, 2001 of all of the 469,792 shares (par value $0.01) outstanding of Sierra Medicinal, Inc. for 469,792 shares of the Company Sierra had no assets and no liabilities. The fair market value of net assets acquired was zero. The fair market value of the shares issued is not determinable since there is no market for the Company's stock. The Company has used the common stock par value $0.01 to value the acquisition 469,792 4,698 Net loss (125,586) ----------- ----------- ----------- ----------- Balance at December 31, 2001 4,945,384 (49,454) 55,094 (199,646) Net loss (104,129) ----------- ----------- ----------- ----------- Balance at March 31, 2002 4,945,384 $ (49,454) $ 55,094 $ (303,775) =========== =========== =========== =========== The accompanying notes are an integral part of these financial statements. 6 STARMED GROUP, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UN-AUDITED) 1. HISTORY AND ORGANIZATION OF THE COMPANY The Company was first incorporated on November 3, 1961 under the name of Riverside Homes, Inc. in North Carolina. On December 18, 1969 the Company's Articles of Incorporation were amended to change the name of the Company to Port Star Industries, Inc. In February, 1972, the Company had to sell all of its assets to pay existing debts. The Company became inactive until August 3, 1981 when its domicile was changed to Nevada from North Carolina. On March 20, 1984 the Company's shareholders voted to acquire a company called Energy Dynamics, Inc. and to change its name to Energy Dynamics, Inc. On March 20, 1985 this proposed acquisition was rescinded because of non-performance and the Company changed its name to Heathercliff Group Inc. The Company became inactive for several years. Heathercliff Group, Inc. was in real estate development, and Herman Rappaport, either directly or through his family trust, was a majority shareholder of that company. On January 10, 2000, the Company was revived and received its Certificate of Revival from the State of Nevada on Jan. 24, 2001. At the time of its revival the Company had no assets and no liabilities. It had 4,040,592 shares of $0.01 par value stock issued and outstanding. On October 2, 2000, the Company changed its name to Starmed Group, Inc. On July 27, 2001 the Company acquired all of the 469,792 par value $0.01 shares of Sierra Medicinals, Inc.(Sierra), an Arizona corporation, incorporated March 2, 2000 in an exchange of shares on a one for one basis. The Company issued 469,792 par value $0.01 shares. Sierra plans to develop, manufacture and sell herbal health products. The Company has been in the development stage since it's revival January 10, 2000 and the acquired subsidiary Sierra is also in the development stage. The accompanying financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America, contemplates the continuation of the Company as a going concern. However, the Company has been in the development stage since its inception (January 10, 2000), sustained significant losses and has used capital raised through the issuance of stock and loans to fund activities. Continuation of the Company as a going concern is contingent upon establishing and achieving profitable operations. Such operations will require management to secure additional financing for the Company in the form of debt or equity. Management believes that actions currently being taken to revise the Company's funding requirements will allow the Company to continue its development stage operations. However, there is no assurance that the necessary funds will be realized by securing debt or through stock offerings. 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of Starmed Group, Inc. (the Company) as of March 31, 2002 and for the three months ended March 31, 2002 and 2001 and from inception (January 10, 2000) through March 31, 2002, and related footnote information are un-audited. All adjustments (consisting only of normal recurring adjustments) have been made which, in the opinion of management, are necessary for a fair presentation. Results of operations for the three months ended March 31, 2002 and 2001 and from inception (January 10, 2000) through March 31, 2002 are not necessarily indicative of the results that may be expected for any future period. The balance sheet at December 31, 2001 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and notes for the period from inception (January 10, 2000) to December 31, 2001. 7 USE OF ESTIMATES The preparation of financial statements in accordance 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, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INVENTORY The Company contracts a third party to process and package its formulated herbal products. The Company accounts for its inventory of finished goods on a first-in, first-out basis or market, if it should be lower. INCOME TAXES Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. OFFICE FURNITURE AND COMPUTERS Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the assets, which was seven years. The Company has acquired its computers under a capital lease. NET LOSS PER SHARE In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 128 "Earnings Per Share" which requires the Company to present basic and diluted earnings per share, for all periods presented. The computation of loss per common share (basic and diluted) is based on the weighted average number of shares actually outstanding during the period. The Company has no common stock equivalents, which would dilute earnings per share. RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the FASB issued SFSA No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". Under these new standards, all acquisitions subsequent to June 30, 2001 must be accounted for under the purchase method of accounting, and purchased goodwill is no longer amortized over its useful life. Rather, goodwill will be subject to a periodic impairment test based upon it fair value. In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143). SFAS 143 establishes accounting standards for recognition and measurement of a liability for the costs of asset retirement obligations. Under SFAS 143, the costs of retiring an asset will be recorded as a liability when the retirement obligation arises, and will be amortized to expense over the life of the assets. In October 2001, the FASB issued SFAS No, 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144"). SFAS 144 addresses financial accounting reporting for the impairment or disposal of long-lived assets and discontinued operations. These pronouncements have no impact on the financial position and results of operations of the Company. The Company has adopted these standards 8 3. RELATED PARTY TRANSACTIONS During the year 2000 and until the Sierra acquisition on July 27, 2001, the Company's office was furnished by a stockholder at no cost to the Company. Since there was very minimal activity no value has been recorded for this service. 4. LEASES The Company leases it offices on a month-to-month basis for $2,950 per month. 5. CAPITAL STOCK On January 10, 2000, the Company was revived and received its Certificate of Revival from the State of Nevada on Jan. 24, 2001. At the time of its revival the Company had no assets and no liabilities. It had 4,040,592 shares of $0.01 par value stock issued and outstanding. The Company valued it 4,040,592 shares of outstanding stock at its par value $0.01 per share $40,406 and immediately recorded a discount from par value of $40,406 in accordance with generally accepted accounting principles. In October 2000 the Company issued 135,000 shares for cash at $0.23 per share and issued 300,000 shares as compensation for services. The Company valued the services at the same value as shares issued for cash, $0.23 per share. On July 27, 2001 the Company acquired all of the 469,792 par value $0.01 shares of Sierra Medicinals, Inc. (Sierra), an Arizona corporation, incorporated March 2, 2000 in an exchange of shares on a one for one basis. Sierra issued 469,792 shares of $0.01 par value stock for services in connection with its formation on March 2, 2000. Sierra had no further activity until it was acquired by the Company on July 27, 2001. The Company issued 469,792 shares to acquire all of the outstanding shares of Sierra. Sierra had no assets and no liabilities. The fair market value of net assets acquired was zero. The fair market value of the shares issued is not determinable since there is no market for the Company's stock. The Company has used the common stock par value $0.01 to value the acquisition, $4,698, and recorded goodwill for that same amount. In accordance with SFAS 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of", the Company reviewed goodwill and determined that the carrying amount of the asset may not be recoverable and charged $4,698 to impairment loss in the year ended December 31, 2001 6. INCOME TAXES The components of the deferred tax asset is as follows: December 31, December 31, 2001 2001 ------------ ------------ Deferred tax assets: Net operating loss carry-forward $ (90,460) $ (50,165) Valuation allowance $ 90,460 $ 50,165 ------------ ------------ Net deferred tax assets $ - $ - ============ ============ The Company had available approximately $227,000 and $126,000 of unused Federal and state net operating loss carry-forwards at March 31, 2002 and December 31, 2001 respectively, that may be applied against future taxable income. These net operating loss carry-forwards expire for Federal purposes in 2022. There is no assurance that the Company will realize the benefit of the net operating loss carry-forwards. SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. At March 31, 2002 and December 31, 2001 valuations for the full amount of the net deferred tax asset were established due to the uncertainties as to the amount of the taxable income that would be generated in future years. 9 Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows: March 31, December 31, 2002 2001 ------------ ------------ Statutory federal tax (benefit) rate (34.0)% (34.0)% Statutory state tax (benefit) rate (5.83)% (5.83)% ------------ ------------ Effective tax rate (39.83)% (39.83)% Valuation allowance 39.83% 39.83% ------------ ------------ Effective income tax rate 0.00% 0.00% ============ ============ 7. LONG TERM DEBT NOTE PAYABLE The Company has borrowed $400,000 from a venture capital firm Citadel Capital Management Group, (Nevada corporation), to fund its working capital. The Company shall have the right but not obligation to borrow from Citadel, up to $600,000 at the interest rate of 10% per annum on all advances made, from and after the date of each advance, and shall mature on August 31, 2003 at which time the outstanding principal and accrued but unpaid interest shall be due and payable. Citadel shall have the right at any time as long as the note is outstanding to convert all or any part of the outstanding principal balance of the note, and all accrued but unpaid interest, into shares of Common Stock of the Company on the following terms and conditions. If Citadel elects to convert less than the entire principal balance of the note into equity, or in the event that the entire principal balance of the note is less than $600,000, then the number of shares of Common Stock of the Company to which Citadel shall be entitled, shall equal the product of 10% of the outstanding shares of Common Stock, the numerator of which shall be the principal balance of the note which Citadel intend to convert from debt to equity, and the denominator of which shall be $600,000. At March 31, 2002 Citadel has the right to convert $414,899 into 347,769 shares ($0.82 per share). CAPITAL LEASE The Company has a five-year lease on computers. The monthly payment is $1,563 per month. The Company will acquire the computers for $1 at the end of the lease. The Company has calculated the present value of the computers assuming a 12% interest rate as $65,875 and has capitalized that value for depreciation. The balance of the capital lease obligation was $58,383 and $62,203 at March 31 2002 and December 31, 2001 respectively, of which $12,419 was current at March 31, 2002. 10 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Statements contained in this Plan of Operation of this Quarterly Report on Form 10-QSB include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results of the Company (sometimes referred to as "we", "us" or the "Company"), performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon the Company's best estimates of future results, general merger and acquisition activity in the marketplace, performance or achievement, based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "project," "expect," "believe," "estimate," "anticipate," "intends," "continue", "potential," "opportunity" or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. (See the Company's Form 10SB for a description of certain of the known risks and uncertainties of the Company.) Overview of the Company's Business - ---------------------------------- StarMed Group, Inc., a Nevada corporation, referred herein to as "we", "StarMed Group" or the "Company", is a holding company of Sierra Medicinals, Inc., an Arizona corporation, and our wholly-owned subsidiary ("Sierra Medicinals"). StarMed Group, through Sierra Medicinals is engaged in the development and marketing of natural alternative medicinals. The Company was first incorporated on November 3, 1961 under the name of Riverside Homes, Inc. in North Carolina. On December 18, 1969 the Company's Articles of Incorporation were amended to change the name of the Company to Port Star Industries, Inc. In February, 1972, the Company had to sell all of its assets to pay existing debts. The Company became inactive until August 3, 1981 when its domicile was changed to Nevada from North Carolina. On March 20, 1984 the Company's shareholders voted to acquire a company called Energy Dynamics, Inc. and to change its name to Energy Dynamics, Inc. On March 20, 1985 this proposed acquisition was rescinded because of non-performance and the Company changed its name to Heathercliff Group Inc. The Company became inactive for several years. Heathercliff Group, Inc. was in real estate development, and Herman Rappaport, either directly or through his family trust, was a majority shareholder of that company. On January 10, 2000, the Company was revived and its name was changed to StarMed Group, Inc. At the time of its revival, the Company had no assets and no liabilities. Mr. Rappaport was a majority shareholder of StarMed Group, Inc. (either directly or through his family trust) On July 27, 2001, the Company acquired Sierra Medicinals, Inc., an Arizona corporation incorporated in March, 2000, in an share exchange of a total of 469,792 shares, on a one for one basis. The number of shares outstanding of StarMed Group, Inc. is 4,945,384 as of December 31, 2001. Following the merger, the Company has a wholly-owned subsidiary of Sierra Medicinals, Inc., an Arizona corporation. Mr. Rappaport, either directly or through his family trust, was a majority shareholder of Sierra Medicinals, Inc. We continue our operations through Sierra Medicinals, Inc. because of the market recognition of the Sierra Medicinal label and the SierraMed website, as well as the marketing of its existing nutraceuticals e.g. Sight D, Sight W, Colon IB, JT Penetrating Cream, and others. On August 23, 2001, the venture capital company, Citadel Capital Management Company, agreed to provide funding in the amount of $600,000 as a two-year loan to StarMed Group's subsidiary, Sierra Medicinals, convertible to 10% of the common stock of the Company and guaranteed by the Company. As of March 31, 2002, the Company had borrowed $400,000. 11 Plan of Operations - ------------------ The Company's initial products include two products to help maintain eyesight, four products to assist those suffering from arthritis, and two products for colon distress. The Company's physicians recognize that each patient is unique and, therefore, they have formulated several levels of nutritionals for different levels of need. Our plan is to market two eyesight products first, followed by four products for varying degrees of arthritic problems, and then its two colon nutritionals. The Company recognizes the need for product education not only to the public, but also to doctors who are not trained in alternative medicine. The Company, therefore, has as one of its primary efforts, the preparation of educational material, including research data to support its products. The Company has engaged the services of two medical authors to write two books on illnesses of that effect the general public, especially the elderly. The Company plans to produce and market the products that help alleviate the problems discussed in the books We anticipate marketing of Company products to start by mid-May , 2002. Marketing will be undertaken by a major marketing company CPNM/IMC on a non-exclusive basis. Sierra Medicinals will also market its products on the Internet and other direct marketing channels. The Company does not anticipate requiring additional capital but only if opportunities to expand exports materialize. This is not expected to occur during the next 12 months. For the three months period ending March 31, 2002, the Company's expenditures were $95,840 (un-audited), which are not comparable to the three month ended March 31, 2001 of $6,037 (un-audited) as the Company did not start up operations until August of 2001. The Company will be expending more for advertising and travel in the coming periods as sales and marketing become more extensive. The net loss for the three months period ending March 31, 2002 was $104,129 (un-audited) compared to the net loss from the first three months ended March 31, 2001 of $6,037 (un-audited) that included an increase in payment of professional fees and general and administrative expenses. Currently there are no signed contracts that will produce revenue and there can be no assurances that management will be successful in negotiating such contracts. 12 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS- NONE ITEM 2 - CHANGES IN SECURITIES- NONE ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- NONE ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS- NONE ITEM 5 - OTHER INFORMATION- NONE ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. None (b) Reports on Form 8-K. Forms 8-K AND Form 8-K/A were filed during the quarter ended March 31, 2002 with respect to Item 4. Change in the Registrant's Certifying Accountant. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STARMED GROUP, INC. /s/ Herman Rappaport May 14, 2002 -------------------------- By: Herman Rappaport, President 14