UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. 2)
Medical Staffing Solutions, Inc.
(Name of small business issuer in its charter)
Nevada 7363 91-2135006
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Code
Number)
3021 West Excel
Spokane, WA 99208
(509) 327-2964
(Address and telephone number of principal
executive offices)
3021 West Excel
Spokane, WA 99208
(509) 327-2964
(Address of principal place of business or
intended principal place of business)
Kelly P. Jones
3021 West Excel
Spokane, WA 99208
(509) 327-2964
(Name, address and telephone number of agent
for service)
Copies to:
NevWest Securities Corporation
2654 West Horizon Ridge Pkwy, Suite B-3
Henderson, NV 89052
(702) 257-4660
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same offering.
_________________________________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering.
_________________________________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering.
_________________________________________________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box.
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------
Tile of each Dollar Proposed Proposed Amount of
class of amount to maximum maximum registration
securities to be offering aggregate fee
be registered registered price per offering price
unit
-----------------------------------------------------------------
Common Stock $125,000.00 $0.25 $125,000.00 $29.88
- ------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PAGE-1-
Prospectus
Medical Staffing Solutions, Inc.
500,000 Shares of Common Stock
$0.25 per Share
Medical Staffing Solutions, Inc. ("MSS" or the "Company") is
offering (the "Offering") an aggregate of up to 500,000 shares of
common stock with the par value of $0.001 per share ("Common
Stock"), of which up to 400,000 shares are offered by MSS and up
to 100,000 shares are offered by the Selling Stockholders. The
Offering Price is set by MSS at $0.25 per share.
MSS and the Selling Stockholders are offering the shares of
Common Stock in a self-underwritten offering. There is no
minimum number of shares to be sold in the Offering. No
underwriting arrangements for the Offering exist. The proceeds
from the sale of up to 400,000 shares of Common Stock will be
available directly to MSS, and the proceeds from the sale of up
to 100,000 shares of Common Stock will be available directly to
the Selling Stockholders. There are no arrangements to place any
of the proceeds in escrow.
The Offering shall terminate on the earlier of (i) the date when
the sale of all 500,000 shares is completed or (ii) one hundred
and eighty (180) days from the date of this Prospectus, unless
extended by the Company, without further notice, for an
additional ninety (90) days. Notwithstanding the conditions (i)
and (ii) above, MSS in its sole discretion may terminate the
Offering prior to one hundred and eighty (180) days from the date
of this Prospectus by a unanimous vote of MSS' Board of
Directors.
Prior to this offering, there has been no public market for MSS'
Common Stock. Neither the Nasdaq National Market nor any
national securities exchange lists MSS' Common Stock.
Investment in the shares involves a high degree of risk.
See "risk factors" starting on page 4.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
During the offering period, MSS is required to update this
prospectus to reflect any facts or events arising after the
effective date of the Registration Statement filed with the SEC
that represent a fundamental change in the information set forth
in the Registration Statement.
Number Offering Underwriting Proceeds to the
of Price Discounts & Company and the
Shares Commissions Selling
Stockholders
- ----------------------------------------------------------------
Per Share 1 $0.25 $0.00 $0.25
Total 500,000 $125,000.00 $0.00 $125,000.00
This Prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
MSS does not plan to use this offering prospectus before the
effective date.
Medical Staffing Solutions, Inc.
3021 West Excel
Spokane, WA 99208
(509) 327-2964
The date of this Prospectus is January 7, 2002
PAGE-2-
TABLE OF CONTENTS
PAGE
PART I: INFORMATION REQUIRED IN PROSPECTUS 3
Item 3. Summary Information and Risk Factors. 3
Item 4. Use of Proceeds. 7
Item 5. Determination of Offering Price. 8
Item 6. Dilution. 8
Item 7. Selling Security Holders. 8
Item 8. Plan of Distribution. 9
Item 9. Legal Proceedings. 10
Item 10. Directors, Executive Officers, Promoters and Control
Persons. 10
Item 11. Security Ownership of Certain Beneficial Owners and
Management. 11
Item 12. Description of Securities. 11
Item 13. Interest of Named Experts and Counsel. 12
Item 14. Disclosure of Commission Position of Indemnification
for Securities Act Liabilities. 12
Item 15. Organization Within Last Five Years. 13
Item 16. Description of Business. 13
Item 17. Management's Discussion and Plan of Operation. 15
Item 18. Description of Property. 17
Item 19. Certain Relationships and Related Transactions. 17
Item 20. Market for Common Equity and Related Stockholder
Matters. 17
Item 21. Executive Compensation. 18
Item 22. Financial Statements. 19
Item 23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure. 29
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS 30
Item 24. Indemnification of Directors and Officers. 30
Item 25. Other Expenses of Issuance and Distribution. 30
Item 26. Recent Sales of Unregistered Securities. 31
Item 27. Exhibits. 31
Item 28. Undertakings. 31
SIGNATURES 33
PAGE-3-
PART I: INFORMATION REQUIRED IN PROSPECTUS
Item 3. Summary Information and Risk Factors.
The Company
Medical Staffing Solutions, Inc. ("MSS" or the "Company") was
incorporated in the State of Nevada on June 21, 2001. MSS plans
to provide temporary medical staffing for hospitals, clinics, and
nursing homes. In the opinion of MSS' management, the market for
temporary medical staffing services is highly competitive with
low barriers to entry, which serves simultaneously as an
opportunity and a risk to MSS' operations. MSS has yet to
commence planned operations. As of the date of this Prospectus,
MSS has had only limited start-up operations and generated no
revenues. Taking these facts into account, the independent
auditors of MSS have expressed substantial doubt about MSS'
ability to continue as a going concern.
As of the date of this Prospectus, MSS has 10,400,000 shares of
$0.001 par value common stock issued and outstanding.
MSS' administrative office is located at 3021 West Excel,
Spokane, Washington 99208, telephone (509) 327-2964.
MSS' fiscal year end is December 31.
The Offering
MSS is offering an aggregate of up to 500,000 shares of Common
Stock, of which up to 400,000 shares are offered by MSS and up to
100,000 shares are offered by the Selling Stockholders. The
Offering Price is set by MSS at $0.25 per share.
MSS and the Selling Stockholders are offering the shares of
Common Stock in a self-underwritten offering. There is no
minimum number of shares to be sold in the Offering. No
underwriting arrangements for the Offering exist. The proceeds
from the sale of up to 400,000 shares of Common Stock will be
available directly to MSS, and the proceeds from the sale of up
to 100,000 shares of Common Stock will be available directly to
the Selling Stockholders. There are no arrangements to place any
of the proceeds in escrow.
MSS plans to use the proceeds from the sale of up to 400,000
shares of Common Stock available to it for medical equipment and
supplies, office equipment and supplies, web design and hosting,
office rent, advertising, and general working capital.
The Offering shall terminate on the earlier of (i) the date when
the sale of all 500,000 shares is completed or (ii) one hundred
and eighty (180) days from the date of this Prospectus, unless
extended by the Company, without further notice, for an
additional ninety (90) days. Notwithstanding the conditions (i)
and (ii) above, MSS in its sole discretion may terminate the
Offering prior to one hundred and eighty (180) days from the date
of this Prospectus by a unanimous vote of MSS' Board of
Directors.
MSS' Transfer Agent is Executive Registrar & Transfer Agency,
3118 W. Thomas Road, Suite 707, Phoenix, AZ 85017, phone (602)
415-1273.
MSS has agreed to pay all costs and expenses relating to the
registration of its common stock.
PAGE-4-
The purchase of the Common Stock of this Offering hereby involves
a high degree of risk. The Common Stock offered in this
Prospectus is for investment purposes only and currently no
market for the common Stock exists. See "Risk Factors" and
"Dilution."
Risk Factors
Investment in the securities offered hereby involves certain
risks and is suitable only for investors of substantial financial
means. Prospective investors should carefully consider the
following risk factors in addition to the other information
contained in this prospectus, before making an investment
decision concerning the common stock.
Special Note Regarding Forward-Looking Statements
This Prospectus contains forward-looking statements, including
statements concerning possible or assumed future results of
operations of MSS and those preceded by, followed by or that
include the words "may," "will," "should," "could," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue" or the negative of such terms and
other comparable terminology. Investors should understand that
the factors described below, in addition to those discussed
elsewhere in this document, could affect MSS' future results and
could cause those results to differ materially from those
expressed in such forward-looking statements.
MSS Has No Demonstrable Track Record of Operations, On Which to
Evaluate Business Prospects
MSS was formed in June 2001. MSS has no demonstrable operations
record, on which you can evaluate the business and its prospects.
MSS' prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered
by companies in their early stages of development. MSS cannot
guarantee that it will be successful in accomplishing its
objectives. To date, MSS has not generated any revenues
and may incur losses in the foreseeable future.
MSS May not Be Able to Attain Profitability Without Additional
Funding, Which May Be Unavailable
MSS has limited capital resources. Unless MSS begins to generate
sufficient revenues to finance operations as a going concern, MSS
may experience liquidity and solvency problems. Such liquidity
and solvency problems may force MSS to go out of business if
additional financing is not available.
MSS estimates that it needs a minimum of $20,000 to maintain bare-
bones operations for the next twelve (12) months. In this
context, "bare-bones operations" means all of the following:
1. MSS will not be able to work with more than one independent
contractor at a time;
2. MSS will concentrate its operations exclusively in a small
target market not extending beyond the Spokane area; and
3. MSS will perform all administrative and office functions out
of the home of Kelly P. Jones and Nicole M. Jones.
If MSS fails to raise at least $20,000 in this Offering, Lynn-
Cole Capital Corporation, a shareholder, has agreed to provide
sufficient additional funds as a loan not to exceed $20,000 over
the next twelve (12) months period on an as needed basis. The
amount loaned will be calculated against amount raised up to
$20,000. (i.e., if $12,500 is raised then Lynn-Cole Capital
Corporation will loan only $7,500). The loan will mature at an
annual interest rate of prime plus one percentage point. The
principal and interest will be payable one year from the date of
the first disbursement to MSS. At the time of repayment by MSS,
and at the option of MSS, the principal and interest may be
converted to common shares in MSS at a price of $0.25 a
share.
PAGE-5-
Auditors Expressed Substantial Doubt About MSS' Ability to
Continue as a Going Concern
MSS has yet to commence planned operations. As of the date of
this Prospectus, MSS has had only limited start-up operations and
generated no revenues. Taking these facts into account, the
independent auditors of MSS have expressed substantial doubt
about MSS' ability to continue as a going concern.
MSS May not be Able to Implement Its Business Plan without All or
a Portion of Offering Proceeds
Without realizing all or a portion of the Offering proceeds, MSS
will have to seek alternative sources of funding to commence
planned operations and implement its business plan.
MSS Needs to Use a Portion of Gross Proceeds to Pay the Offering
Expenses
MSS estimates the expenses of this Offering at $8,480. As of
September 30, 2001, MSS had only $2,636 in cash. Thus, MSS has
to use at least the first $5,844 of the gross proceeds to pay for
the expenses of the Offering. If MSS raises less than $5,844 in
this Offering, there will be no proceeds to invest in the
business.
Controller of MSS has no Financial Reporting and Accounting
Experience
Nicole M. Jones, Controller, has no financial reporting and
accounting experience. MSS may need to expend additional
resources to train Ms. Jones or to hire experienced help.
MSS May Suffer Competitive Pressures from Competitors with More
Resources
MSS is entering a highly competitive market segment with
relatively low barriers to entry. MSS' competitors likely have
greater name recognition and greater financial, technical, and
marketing resources. MSS may fail to secure sufficient market
share and revenue stream in order to sustain profitable business
operations.
Purchasers in this Offering Will Have Limited Control Over Decision-
Making Because Principal Stockholders, Officers and Directors of MSS
Control the Majority of Outstanding Stock in MSS
The directors and executive officers and their affiliates
beneficially own approximately 96.15% of the outstanding common
stock. As a result, these stockholders could exercise control
over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate
transactions. This concentration of ownership limits the power
to exercise control by the minority shareholders who will have
purchased their stock in this Offering.
Top Management of MSS May Have a Conflict of Interest Because of Other
Business Pursuits
The operations of MSS depend substantially on the skills and
experience of Kelly P. Jones. Without an employment contract,
MSS may lose Mr. Jones to other pursuits without a sufficient
warning and, consequently, go out of business.
The officers and directors of MSS are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between MSS and their other business interests. MSS has not
formulated a policy for the resolution of such conflicts.
PAGE-6-
Kelly Jones plans to contribute 50% of his time to MSS. Mr.
Jones currently works 24 to 40 hours a week at Sacred Heart
Hospital in the respiratory therapy department. Mr. Jones
schedule is on call so his work schedule varies from week to
week.
Investors in This Offering Will Bear a Substantial Risk of Loss Due to
Immediate and Substantial Dilution
The present owners of MSS' issued and outstanding Common Stock
acquired such Common Stock at a cost substantially less than what
the investors in this Offering will pay. Upon the sale of the
Common Stock offered hereby, the investors in this Offering will
experience an immediate and substantial "dilution." Therefore,
the investors in this Offering will bear a substantial portion of
the risk of loss. Additionally, sales of Common Stock of the
Company in the future could result in further "dilution."
"Dilution" represents the difference between the offering price
and the net book value per share of Common Stock immediately
after completion of the Offering. "Net Book Value" is the amount
that results from subtracting total liabilities of the MSS from
total assets. In this Offering, the level of dilution is
substantial as a result of the low book value of the MSS' issued
and outstanding stock. The net book value of MSS on September
30, 2001 was $0.0003 per share. Assuming all shares offered
herein are sold, and given effect to the receipt of the maximum
estimated proceeds of this Offering from shareholders net of the
offering expenses, the net book value of MSS will be $94,156 or
$.0087 per share. Therefore, the purchasers of the Common Stock
in this Offering will suffer an immediate and substantial
dilution of approximately $0.2413 per share while the present
stockholders of MSS will receive an immediate and substantial
increase of $0.0084 per share in the net tangible book value of
the shares they hold. This will result in a 96.51% dilution for
purchasers of stock in this Offering.
The Stock of MSS Is a Speculative Investment That May Result in Losses
to Investors
As of the date of this Registration Statement, there is no public
market for MSS' Common Stock. This Registration Statement is a
step toward creating a public market for MSS' stock, which may
enhance the liquidity of MSS' shares. However, there can be no
assurance that a meaningful trading market will develop. MSS
makes no representation about the value of its Common Stock.
If the stock ever becomes tradable, the trading price of MSS'
common stock could be subject to wide fluctuations in response to
variations in quarterly results of operations, the gain or loss
of significant customers, changes in earning estimates,
announcements of technological innovations or new solutions by
MSS or its competitors, general conditions in service industries,
and other events or factors, many of which are beyond MSS'
control. In addition, the stock market may experience extreme
price and volume fluctuations, which, without a direct
relationship to the operating performance, may affect the market
price of MSS' stock.
The Selling Stockholders May Undercut MSS' Sale Price in the Offering
The Selling Stockholders can offer and sell shares concurrently
with MSS' offering at market prices, if available, or in
privately negotiated transactions. Under such circumstances, the
Selling Stockholders may undercut MSS' sale price on a per-share
basis, making it more difficult for MSS to sell all of the
offered shares.
MSS Stock Is Likely to Be Subject to Penny Stock Regulation
The SEC has adopted rules that regulate broker/dealer practices
in connection with transactions in penny stocks. Penny stocks
generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities
PAGE-7-
exchanges or quoted on the Nasdaq system, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange system). The penny stock
rules require a broker/dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker/dealer also must
provide the customer with bid and offer quotations for the penny
stock, the compensation of the broker/dealer, and its salesperson
in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such
rules, the broker/dealer must make a special written
determination that a penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the
transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in any secondary market
for a stock that becomes subject to the penny stock rules, and
accordingly, customers in Company securities may find it
difficult to sell their securities, if at all.
Item 4. Use of Proceeds.
Without realizing all or a portion of the Offering proceeds, MSS
will not be able to commence planned operations and implement its
business plan.
Only the proceeds from the sale of 400,000 shares of Common Stock
will go directly to MSS. The proceeds from the sale of 100,000
shares of Common Stock will go directly to the Selling
Stockholders. MSS is offering all 500,000 shares of Common Stock
in a self-underwritten offering, and there is no guarantee that
any number of shares of Common Stock will be sold. Assuming that
all 500,000 shares are sold in this Offering and that MSS
receives the proceeds from the sale of 400,000 shares of Common
Stock net of the offering expenses, MSS plans to use the proceeds
as follows:
$ %
-----------------------------------------------
Offering Proceeds 100,000 100.0%
Offering Expenses 8,480 8.5%
Net Proceeds from Offering 91,520 91.5%
Use of Net Proceeds
Medical Equipment and 13,500 13.5%
Supplies
Office Equipment and Supplies 9,000 9.0%
Business Software 5,000 5.0%
Website Design and Hosting 10,000 10.0%
Office Rent 20,000 20.0%
Marketing and Advertising 10,000 10.0%
General Working Capital (1) 24,020 24.0%
------------------
Total Use of Net Proceeds 91,520 91.5%
------------------
Total Use of Proceeds 100,000 100.0%
- -----------------------------------------------
1The offering expenses are fixed and
will not vary depending on the proceeds
raised in the Offering.
2The category of General Working Capital
includes vehicle lease, contracting
expenses, officer salaries (if any),
printing costs, postage, telephone
services, office supplies, overnight
services, and other delivery services.
PAGE-8-
In the case that the Offering does not reach the maximum and
the total proceeds are less than those indicated in the table,
MSS will have the discretion to apply the available net proceeds
to various indicated uses not to exceed the dollar amounts
established in the table above.
If MSS fails to raise at least $20,000 in this Offering, Lynn-Cole
Capital Corporation, a shareholder, has agreed to provide sufficient
additional funds as a loan not to exceed $20,000 over the next twelve
(12) months period on an as needed basis. (See "Item 17. Management's
Discussion and Plan of Operation.")
Item 5. Determination of Offering Price.
The offering price of the Common Stock has been arbitrarily
determined and bears no relationship to any objective criterion
of value. The price does not bear any relationship to MSS'
assets, book value, historical earnings or net worth. In
determining the offering price, MSS considered such factors as
the prospects, if any, for similar companies, the previous
experience of management, MSS' anticipated results of operations,
the present financial resources of MSS' and the likelihood of
acceptance of this Offering.
Item 6. Dilution.
"Dilution" represents the difference between the offering price
and the net book value per share of Common Stock immediately
after completion of the Offering. "Net Book Value" is the amount
that results from subtracting total liabilities of the MSS from
total assets. In this Offering, the level of dilution is
substantial as a result of the low book value of the MSS' issued
and outstanding stock. The net book value of MSS on September
30, 2001 was $0.0003 per share. Assuming all shares offered
herein are sold, and given effect to the receipt of the maximum
estimated proceeds of this Offering from shareholders net of the
offering expenses, the net book value of MSS will be $94,156 or
$.0087 per share. Therefore, the purchasers of the Common Stock
in this Offering will suffer an immediate and substantial
dilution of approximately $0.2413 per share while the present
stockholders of MSS will receive an immediate and substantial
increase of $0.0084 per share in the net tangible book value of
the shares they hold. This will result in a 96.51% dilution for
purchasers of stock in this Offering.
The following table illustrates the dilution to the purchasers of
the Shares in this Offering:
Assuming the sale by MSS
of:
---------------------------
1 share 200,000 Maximum
shares of
400,000
shares
---------------------------
Offering price per share $0.25 $0.25 $0.25
Net tangible book value per share per $0.0003 $0.0003 $0.0003
share before offering ---------------------------
Increase attributable to existing ($0.0008) $0.0039 $0.0085
shareholders
Net tangible book value per share per ($0.0006) $0.0042 $0.0087
share after offering
Per share dilution $0.2506 $0.2458 $0.2413
---------------------------
Dilution % 100.22% 98.33% 96.51%
---------------------------
Item 7. Selling Security Holders.
The following table sets forth (i) the number of outstanding
shares, beneficially owned by the selling stockholders prior to
the offering; (ii) the aggregate number of shares offered by each
such stockholder pursuant to this prospectus; and (iii) the
amount and the percentage of the class to be owned by such
security holder after the offering is complete:
PAGE-9-
- ----------------------------------------------------------------
Name of Beneficial Owner Number Number Number Percenta
of Common Stock of of of ge of
Shares Shares Shares Shares
Benefici Offered Benefic Benefici
ally ially ally
Owned Owned Owned
before after after
the the the
Offering Offering Offering
- ----------------------------------------------------------------
Earl Gilbrech 200,000 50,000 150,000 1.39%
Lynn-Cole Capital 200,000 50,000 150,000 1.39%
Corporation(1)
- ----------------------------------------------------------------
(1) Victoria P. Quiel controls Lynn-Cole Capital Corporation.
None of the Selling Stockholders has been affiliated with MSS in
any capacity in the past three years. None of the Selling
Stockholders is a broker/dealer nor an affiliate of a
broker/dealer.
Item 8. Plan of Distribution.
Shares of Common Stock will be sold directly through the efforts
of Kelly P. Jones and Nicole M. Jones, officers and directors of
MSS. MSS believes that Kelly P. Jones and Nicole M. Jones are
exempt from registration as brokers under the provisions of Rule
3a4-1 promulgated under the Securities Exchange Act of 1934. In
particular, Kelly P. Jones and Nicole M. Jones are:
1. not subject to a statutory disqualification, as that term is
defined in section 3(a)39 of the Act, at the time of their
participation; and
2. not compensated in connection with their participation by
the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities; and
3. not at the time of their participation associated persons of
a broker or dealer; and
4. meeting the conditions of the following
A. They primarily perform, or are intended primarily to perform
at the end of the offering, substantial duties for or on behalf
of the issuer otherwise than in connection with transactions in
securities; and
B. They were not a broker or dealer, or associated persons of a
broker or dealer, within the preceding 12 months; and
C. They do not participate in selling an offering of securities
for any issuer more than once every 12 months other than in
reliance on paragraph (a)4(i) or (a)4(iii) of this section,
except that for securities issued pursuant to rule 415 under the
Securities Act of 1933, the 12 months shall begin with the last
sale of any security included within one rule 415 registration.
The officers and directors of MSS may not purchase any securities
in this Offering.
The selling stockholders will also rely on the efforts of Kelly
P. Jones and Nicole M. Jones in selling the shares offered by the
selling stockholders. In any case, the selling stockholders have
no intention to engage in short selling in conjunction with the
Offering.
There can be no assurance that all, or any, of the shares will be
sold. As of the date of this Prospectus, MSS has not entered
into any agreements or arrangements for the sale of the shares
with any broker/dealer or sales agent. However, if MSS were to
enter into such arrangements, MSS will file a post effective
amendment to disclose those arrangements because any
broker/dealer participating in the Offering would be acting as an
underwriter and would have to be so named in the prospectus.
In order to comply with the applicable securities laws of certain
states, the securities may not be offered or sold unless they
have been registered or qualified for sale in such states or an
exemption from such registration or qualification requirement is
available and with which MSS has complied.
Investors can purchase common stock in this Offering by
completing a Subscription Agreement (attached hereto as Exhibit
99(a)) and sending it together with payment in full to Medical
Staffing Solutions, Inc., 3021 West Excel, Spokane, WA 99208.
All payments must be made in United States currency; either by
personal check, bank draft, or cashiers check. There is no
minimum purchase requirement. Investors' failure to pay the full
subscription amount will entitle MSS to disregard investors'
subscription. Investors' subscription is not binding and will
not become effective unless and until it is accepted. MSS has 30
business days after receipt either to accept or to reject the
subscription. Any subscription rejected within this 30-day
period will be returned to the subscriber within 5 business days
of the rejection date. Furthermore, once a subscription
agreement is accepted, it will be executed without reconfirmation
to or from the subscriber. Once MSS accepts a subscription, it
the subscriber cannot withdraw it. MSS will notify accepted
subscribers within 30 days after the close of the Offering.
PAGE-10-
Item 9. Legal Proceedings.
No director, officer, significant employee, or consultant of MSS
has been convicted in a criminal proceeding, exclusive of traffic
violations.
No director, officer, significant employee, or consultant of MSS
has been permanently or temporarily enjoined, barred, suspended,
or otherwise limited from involvement in any type of business,
securities or banking activities.
No director, officer, significant employee, or consultant of MSS
has been convicted of violating a federal or state securities or
commodities law.
Item 10. Directors, Executive Officers, Promoters and Control
Persons.
Directors, Executive Officers, Promoters and Control Persons
Each of MSS' directors is elected by the stockholders to a term
of one (1) year and serves until his or her successor is elected
and qualified. Each of the officers is appointed by the Board of
Directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is
removed from office. The Board of Directors has no nominating,
auditing, or compensation committees.
The following table sets forth certain information regarding
executive officers and directors of MSS as of the date of this
Registration Statement:
Name and Address Age Position
----------------------------------------------------
Kelly P. Jones 31 President & CEO, Director
Nicole M. Jones, 30 Vice-President, Secretary &
Controller, Director
The persons named above have held their office/position since
inception of MSS and are expected to hold their office/position
until the next annual meeting of MSS' stockholders.
Background of Directors, Executive Officers, Promoters and
Control Persons
Kelly P. Jones, President & CEO, Director, graduated from college
in 1994 with an AAS degree in respiratory therapy. After
college, Mr. Jones was employed by a local hospital (a) working
as a staff therapist and (b) teaching the respiratory therapy
clinical program for 1 year. Mr. Jones was an admired worker and
was very active in his professional community. In 1997 Mr. Jones
went to work for a nationally recognized critical care air
transport service. Over the course of the last 7 years he has
become intimately aware of the present and accelerating staffing
shortages within the medical community. The following list
summarizes Mr. Jones' experience from 1994 to present:
* 2001- Sacred Heart Medical Center, Staff Respiratory
present Therapist
* 1997- Northwest Medstar, flight respiratory Therapist
2001
PAGE-11-
* 1995- Spokane Community College, Respiratory Therapist
1996 clinical Instructor
* 1995- Holy Family Hospital, Staff respiratory
1997 Therapist
* 1994- Preferred Medical, Equipment and service
1995 salesman, respiratory therapist
Nicole M. Jones, Vice-President, Secretary & Controller,
Director, graduated with a BS degree in nursing in 1994. Ms.
Jones has worked in the nursing field since graduating. She
currently works in the intensive care nursery at a local
hospital. Ms. Jones has first hand experience with nursing
shortages and has put in many exhausting hours working mandatory
overtime. She has seen the need for qualified temporary staff
increase greatly over the last several years. The following list
summarizes Ms. Jones' experience from 1994 to present:
* 1997- Sacred Heart Medical, Neonatal Intensive Care
present Nurse
* 1996- Holy Family Hospital, Medical/Surgical.
1997 Registered Nurse
* 1994- Manor Healthcare, Registered Nurse
1996
Family Relationships
Kelly P. Jones is married to Nicole M. Jones.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth certain information as of the date
of this offering with respect to the beneficial ownership of MSS'
Common Stock by all persons known by MSS to be beneficial owners
of more than 5% of any such outstanding classes, and by each
director and executive officer, and by all officers and directors
as a group. Unless otherwise specified, the named beneficial
owner has, to MSS' knowledge, either sole or majority voting and
investment power.
Title Of Name and Position Amount of Percent of
Class Address of shares Class
Beneficial held by
Owner of Shares Owner
- -----------------------------------------------------------------
Common Kelly Jones President and 10,000,000 96.15%
3021 West Excel CEO, Director
Spokane, WA
99208
Common Executive 10,000,000 96.15%
Officers and
Directors as a
Group
Item 12. Description of Securities.
MSS' authorized capital stock consists of 20,000,000 shares of
common stock, having a $0.001 par value, and 5,000,000 shares of
Preferred Stock having a $0.001 par value.
The holders of MSS' common stock:
* have equal ratable rights to dividends from funds legally
available therefor, when, as and if declared by MSS' Board of
Directors;
* are entitled to share ratably in all of MSS' assets
available for distribution to holders of common stock upon
liquidation, dissolution or winding up of MSS' affairs;
* do not have preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions or rights;
and
* are entitled to one vote per share on all matters on which
stockholders may vote.
PAGE-12-
All shares of common stock now outstanding are fully paid for and
non assessable and all shares of common stock which are the
subject of this offering, when issued, will be fully paid for and
non assessable.
Non-Cumulative Voting
Holders of shares of MSS' common stock do not have cumulative
voting rights, which means that the holders of more than 50% of
the outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose, and,
in such event, the holders of the remaining shares will not be
able to elect any of our directors.
Cash Dividends
As of the date of this Prospectus, MSS has not paid any cash
dividends to stockholders. The declaration of any future cash
dividend will be at the discretion of MSS' board of directors and
will depend upon MSS' earnings, if any, capital requirements and
financial position, general economic conditions, and other
pertinent conditions. It is present intention of MSS not to pay
any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in MSS' business operations.
Reports
After this offering, MSS will furnish its shareholders with
annual financial reports certified by MSS' independent
accountants, and may, in MSS' discretion, furnish unaudited
quarterly financial reports.
Item 13. Interest of Named Experts and Counsel.
None.
Item 14. Disclosure of Commission Position of Indemnification for
Securities Act Liabilities.
Indemnification of Directors and Officers
MSS' Articles of Incorporation, its Bylaws, and certain statutes
provide for the indemnification of a present or former director
or officer. See Item 24 "Indemnification of Directors and
Officers."
The Securities and Exchange Commission's Policy on
Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to any
provisions contained in its Certificate of Incorporation, or
Bylaws, or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE-13-
Item 15. Organization Within Last Five Years.
MSS was incorporated in the State of Nevada on June 21, 2001.
See Item 26 "Recent Sales of Unregistered Securities" herein for
the capitalization history of MSS.
Item 16. Description of Business.
A. Business Development and Summary
Medical Staffing Solutions, Inc. ("MSS" or the "Company") was
incorporated in the State of Nevada on June 21, 2001. MSS plans
to provide temporary medical staffing for hospitals, clinics, and
nursing homes. As of the date of this Prospectus, MSS has
generated no revenues and is considered a development stage
company.
MSS' administrative office is located at 3021 West Excel,
Spokane, Washington 99208, telephone (509) 327-2964. MSS'
registered resident agent is Custom Fund Group, Inc., 5353 West
Desert Inn Road, Suite 2117, Nevada 89146.
MSS' fiscal year end is December 31.
B.Business of Issuer
(1) Principal Products and Services and Principal Markets
MSS plans to provide staffing services to institutions,
occupational, and alternate site healthcare organizations by
providing health care professionals to meet supplemental staffing
needs. Often, our potential clients use temporary healthcare
professionals to maximize scheduling flexibility, to monitor and
control costs, and to cover peak periods, illness and vacation
time of their permanent staff. In particular, MSS plans to
address temporary staffing needs for the following categories of
healthcare professionals:
* registered nurses;
* licensed practical nurses;
* physical, speech and occupational therapists;
* certified nursing assistants;
* medical assistants; and
* medical technologists.
These professionals typically work in hospitals, industrial
settings, long-term care facilities, clinics, schools,
physicians' offices, laboratories, home care agencies, and
insurance companies. Initially, MSS plans to arrange for their
assignments locally from its office in Spokane, Washington.
MSS plans to employ various healthcare professionals on an as-
needed basis to meet client demand. However, specialized
recruitment and retention programs will be offered to healthcare
professionals as incentives for them to remain in the MSS'
employ.
(2) Distribution Methods of the Products or Services
MSS plans to obtain clients primarily through personal and
corporate sales presentations, telephone marketing calls, direct
mail solicitation, referrals from other clients and advertising
on the Internet and in a variety of local media, including the
Yellow Pages, newspapers, magazines, trade publications and
television. Marketing efforts will also involve personal contact
with case managers for managed health care programs, such as
those involving health maintenance organizations and preferred
provider organizations, insurance company representatives and
employers with self-funded employee health benefit programs.
PAGE-14-
MSS believes that it has the local relationships and the
knowledge of the regional market, in which it operates, required
to compete effectively for referrals.
(3) Status of any announced new product or service
None.
(4) Industry background and competition
For many years, hospitals and other healthcare providers relied
on full-time employees working double shifts and overtime to
fulfill staffing needs in peak patient census times. This led to
expanded costs and an increased number of mistakes by caregivers
because of fatigue. In response to that, healthcare providers
started to turn to temporary professional help.
MSS plans to enter a market that is highly competitive and
fragmented. To the best of MSS' knowledge, today there are a few
national companies, hundreds of regional companies and thousands
of locally based independent health care organizations, which may
be offering temporary staffing solutions. These competitors can
be not-for-profit organizations or for-profit organizations. In
the opinion of MSS' management, there is no single company that
dominates the market.
MSS competes for a limited pool of health care professionals.
The intensity of competition in the industry affects the
availability of personnel, quality and expertise of services, and
the value and price of services.
MSS may have existing competitors, as well as a number of
potential new competitors, who have greater name recognition, and
significantly greater financial, technical and marketing
resources than MSS. This may allow them to devote greater
resources to the development and promotion of their services.
These competitors may also undertake more far-reaching marketing
campaigns and adopt more aggressive pricing policies and make
more attractive offers to existing and potential clients.
MSS expects that industry forces will impact it and its
competitors. MSS' competitors will likely strive to improve
their service offerings and price competitiveness. MSS also
expects its competitors to develop new strategic relationships
with providers and referral sources, which could result in
increased competition. The introduction of new and enhanced
services, acquisitions and industry consolidation and the
development of strategic relationships by the MSS' competitors
could cause a decline in sales or loss of market acceptance of
the services or price competition, or make the MSS' services less
attractive.
(5) Recruitment Plans
MSS plans to recruit needed professionals through a variety of
sources, including advertising in local media, job fairs,
solicitations on web sites, direct mail and telephone
solicitations, as well as referrals obtained directly from
clients and other caregivers. MSS will pay its recruited
professionals on an hourly basis for time actually worked,
subject to a four-hour daily minimum on the days worked. The
wages paid may vary in different geographic areas to reflect the
prevailing wages paid for the particular skills in the community
where the services are performed.
PAGE-15-
(6) Customers
MSS does not have an established client base. MSS plans to
provide staffing services to institutions, occupational, and
alternate site healthcare organizations. At this time, MSS does
not anticipate that its business will depend disproportionately
on any particular client or a group of clients. Of this,
however, there can be no assurance.
(7) Intellectual Property
MSS does not have any patents, trademarks, licenses, franchises,
concessions or royalty agreements.
(8) Need for Government Approval
The staffing efforts of MSS will focus on marketing temporary
services of professionals certified by appropriate government
bodies. MSS will work only with medical professionals who
maintain current certification and licensing with each state in
which they practice. Some states may issue a temporary license
until the permanent license is obtained. MSS will have no direct
role in obtaining individual licenses.
(9) Effect of existing or probable government regulations
MSS does not expect existing or probable government regulations
to affect MSS' business to a material extent. MSS will have no
direct role in securing licenses for medical professionals, with
whom MSS plans to work. Such medical professionals will (1) bear
full responsibility for securing and maintaining their licenses
and (2) be fully liable for services they perform during the
temporary placement period arranged by MSS.
(10) Employees
MSS is currently in the development stage. During the
development stage, MSS plans to rely exclusively on the services
of its officers and directors to set up its business operations.
Currently, two such officers and directors (Kelly P. Jones and
Nicole M. Jones) are involved in MSS business on a daily basis.
Item 17. Management's Discussion and Plan of Operation.
This section must be read in conjunction with the Audited
Financial Statements included in this Registration Statement.
A.Management's Discussion
The Company was incorporated in the State of Nevada on June 21,
2001. The Company is a startup and has not yet realized any
revenues. To date, the Company has:
* raised the start-up capital through private equity
offerings,
* recruited and retained a management team and board of
directors, and
* developed a business plan.
In the initial approximately three-month operating period from
June 21, 2001 (inception) to September 30, 2001, the Company
generated no revenues while incurring $8,664 in general and
administrative expenses. This resulted in a cumulative net loss
of $8,664 for the period, which is equivalent to $0.00 per share.
The cumulative net loss is attributable solely to the costs of
start-up operations.
PAGE-16-
B.Plan of Operation
Without realizing all or a portion of the Offering proceeds, MSS
will have to seek alternative sources of funding to commence
planned operations and implement its business plan. MSS
estimates that it needs a minimum of $20,000 to maintain bare-
bones operations for the next twelve (12) months. In this
context, "bare-bones operations" means all of the following:
1. MSS will not be able to work with more than one independent
contractor at a time;
2. MSS will concentrate its operations exclusively in a small
target market not extending beyond the Spokane area; and
3. MSS will perform all administrative and office functions out
of the home of Kelly P. Jones and Nicole M. Jones.
If MSS fails to raise at least $20,000 in this Offering, Lynn-
Cole Capital Corporation, a shareholder, has agreed to provide
sufficient additional funds as a loan not to exceed $20,000 over
the next twelve (12) months period on an as needed basis. The
amount loaned will be calculated against amount raised up to
$20,000. (i.e., if $12,500 is raised then Lynn-Cole Capital
Corporation will loan only $7,500). The loan will mature at an
annual interest rate of prime plus one percentage point. The
principal and interest will be payable one year from the date of
the first disbursement to MSS. At the time of repayment by MSS,
and at the option of MSS, the principal and interest may be
converted to common shares in MSS at a price of $0.25 a
share.
Over the next twelve (12) months MSS plans to invest up to $9,000
in office furniture and office equipment, including computers and
peripherals, a fax machine, a copier, and a phone system. If
sufficient funds are available, over the next twelve (12) months
MSS plans to acquire up to $13,500 in medical equipment and
supplies for use by MSS' independent contractors.
MSS anticipates that over the next twelve (12) months MSS will
not hire any additional full- or part-time employees, as the
services provided by Kelly P. Jones and Nicole M. Jones appear
sufficient during the initial growth stage.
Sales growth in the next six (6) to twelve (12) months is
important for the MSS' plan of operations. However, the Company
cannot guarantee that it will generate such growth. If the
Company does not generate sufficient cash flow to support its
operations in the next twelve (12) to eighteen (18) months, it
may need to raise additional capital by issuing capital stock in
exchange for cash in order to continue as a going concern.
However, there can be no assurance that the Company would be able
to raise enough capital to stay in business.
The first goal of MSS is to obtain contracts from local
hospitals, clinics and nursing homes and start advertising and
recruiting professional staff to fill the contractual
obligations. This should take several months and include filling
out necessary paperwork for contracts and then recruiting people
to work open positions. Verification of licensure in Washington
can be done via the Internet.
Once MSS has contracts established and start building a
reputation for quality staff, MSS will start looking to expand.
MSS foresees attaining reaching that stage in 12-18 months.
The second goal is to expand the business to outlying rural
hospitals, clinics and nursing homes. MSS will obtain contracts
for staffing needs all the while recruiting through
advertisement, word of mouth and by attending local and nation
healthcare profession conferences. MSS foresees it taking 18-36
months to expand in the state of Washington.
PAGE-17-
The next step would be to expand outside of Washington State and
into Idaho, Oregon, and Montana. All have reported a need for
qualified staffing in hospital, clinic and nursing homes. MSS
plans on doing most of the selling of its services in those
markets by personally visiting managers and recruiters. MSS will
develop a survey or questionnaire to assess the need of each
individual contract opportunity. The expansion in each will
greatly enhance the earning ability of the business but is likely
to be attained not earlier than 3-5 years from inception of the
business. MSS expects to attain profitability at that point.
Finally, after MSS has established itself in the northwest
market, further expansion into all areas of the United States is
expected. MSS' goal is to establish several offices in major
cities throughout the US, to advertise nationally and to attend
all necessary professional conferences. MSS estimates the
attainment of this goal to take at least five years.
Item 18. Description of Property.
MSS' uses the administrative office located at 3021 West Excel,
Spokane, Washington 99208. A director and shareholder is
providing the office space at no charge to MSS.
Item 19. Certain Relationships and Related Transactions.
On June 23, 2001, MSS signed an equipment financing agreement
with Lynn-Cole Capital Corporation ("Lynn-Cole Capital"), a
shareholder, for a vehicle. The term is for 18 months commenced
on July 15, 2001. The amount of the monthly payment is $514. As
of September 30, 2001, MSS paid Lynn-Cole Capital a total of
$1,542. The agreement with Lynn-Cole Capital constitutes a
pass-through arrangement, in which the vehicle is leased by Lynn-
Cole Capital through Key Bank at the exact same rate as Lynn-Cole
Capital charges MSS. Thus, in the opinion of MSS, the terms of
the arrangement are as favorable as could have been obtained from
an unrelated third party.
MSS uses office space and services provided without charge by
Kelly P. Jones, a director and shareholder.
Item 20. Market for Common Equity and Related Stockholder
Matters.
Market Information
As of the date of this Registration Statement, there is no public
market in MSS' Common Stock. This Registration Statement is a
step toward creating a public market for MSS' stock, which may
enhance the liquidity of MSS' shares. However, there can be no
assurance that a meaningful trading market will develop. MSS
makes no representation about the value of its Common Stock.
As of the date of this Registration Statement,
* there are no outstanding options or warrants to purchase, or
other instruments convertible into, common equity of MSS;
* there is no stock that currently could be sold pursuant to
Rule 144 under the Securities Act or that MSS agreed to register
for sale;
* in the future, all 10,300,000 shares of Common Stock not
registered under this Registration Statement will be eligible for
sale pursuant to Rule 144 under the Securities Act; and
* other than the stock registered under this Registration
Statement, there is no stock that has been proposed to be
publicly offered resulting in dilution to current shareholders.
PAGE-18-
Holders
As of the date of this Registration Statement, MSS has
approximately 10,400,000 shares of $0.001 par value common stock
issued and outstanding held by approximately three (3)
shareholders of record. MSS' Transfer Agent is Executive
Registrar & Transfer Agency, 3118 W. Thomas Road, Suite 707,
Phoenix, AZ 85017, phone (602) 415-1273.
Dividends
MSS has never declared or paid any cash dividends on its common
stock. For the foreseeable future, MSS intends to retain any
earnings to finance the development and expansion of its
business, and it does not anticipate paying any cash dividends on
its common stock. Any future determination to pay dividends will
be at the discretion of the Board of Directors and will be
dependent upon then existing conditions, including MSS' financial
condition and results of operations, capital requirements,
contractual restrictions, business prospects, and other factors
that the board of directors considers relevant.
Item 21. Executive Compensation.
Name Position Compensation for the Period
from Inception (June 21,
2001) to September 30, 2001
-----------------------------
Salary Other
- ---------------------------------------------------------------
Kelly P. President & CEO, $0 $0
Jones Director
Nicole M. Vice-President, $0 $0
Jones, Secretary &
Controller,
Director
There are no existing or planned option/SAR grants.
PAGE-19-
Item 22. Financial Statements.
Medical Staffing Solutions, Inc.
(A Development Stage Company)
Balance Sheets
as of
September 30, 2001
and
Statements of Income,
Stockholders' Equity, and
Cash Flows
for the period
June 21, 2001 (Date of Inception)
through
September 30, 2001
PAGE-20-
TABLE OF CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Income Statement 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Footnotes 6
PAGE-21-
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
702.362.0540 (fax)
INDEPENDENT AUDITOR'S REPORT
October 2, 2001
Board of Directors
Medical Staffing Solutions, Inc.
Las Vegas, NV
I have audited the Balance Sheets of Medical Staffing Solutions,
Inc. (the "Company") (A Development Stage Company), as of
September 30, 2001, and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the period June 21, 2001
(Date of Inception) to September 30, 2001. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement
presentation. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Medical Staffing Solutions, Inc. (A Development Stage Company) as
of September 30, 2001, and the results of its operations and cash
flows for the period June 21, 2001 (Date of Inception) to
September 30, 2001, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 5 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are
also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
/s/ G. Brad Beckstead
- ----------------------
G. Brad Beckstead, CPA
PAGE-22-F1
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Balance Sheet
September,
30
2001
Assets -----------
Current assets:
Cash $ 2,636
Total current assets 2,636
$ 2,636
-----------
Liabilities and Stockholders' Equity
Current liabilities: $ -
-----------
Stockholders' equity:
Common stock, $0.001 par value, 10,400
20,000,000 shares authorized,
10,400,000 shares issued and
outstanding
Preferred stock, $0.001 par value, -
5,000,000 shares authorized, no
shares issued and outstanding
Subscriptions receivable (8,700)
Additional paid-in capital 9,600
Deficit accumulated during (8,664)
development stage
2,636
----------
$ 2,636
The accompanying notes are an integral part of these financial
statements.
PAGE-23-F2
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statement of Operations
June 21,
2001
(Inception)
to
September
30,
2001
------------
Revenue $ -
------------
Expenses:
General & administrative 8,664
expenses
Total expenses 8,664
------------
Other income:
Interest income -
Net loss $ (8,664)
------------
Weighted average number 10,236,449
of
common shares
outstanding
Net loss per share $ (0.00)
-----------
The accompanying notes are an integral part of these financial
statements.
PAGE-24-F3
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statement of Changes in Stockholders' Equity
Common Stock Subscrip Additional Deficit Total
------------------ tions Paid-in Accumulated Stockhold
Receivable Capital During ers'
Development Equity
Stage
Shares Amount
----------------------------------------------------------------
June 2001
Founder 10,000,000 $ 10,000 $ (8,700) $ - $ - $ 1,300
shares
August 2001
Issued for 200,000 200 - 4,800 - 5,000
cash
September
2001
Issued for 200,000 200 - 4,800 - 5,000
cash
Net loss
June 21, 2001
(inception)
to September
30, 2001 (8,664) (8,664)
----------------------------------------------------------------
Balance, 10,400,000 $ 10,400 $ (8,700) $ 9,600 $ (8,664) $ 2,636
9/30/01 ----------------------------------------------------------------
The accompanying notes are an integral part of these financial
statements.
PAGE-25-F4
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statement of Cash Flows
June 21,
2001
(Inception)
to
September
30,
2001
--------------
Cash flows from operating activities
Net loss $ (8,664)
Adjustments to reconcile net loss to net
cash used by operating activities
Net cash used by operating activities (8,664)
Cash flows from investing activities
Net cash used by investing activities -
Cash flows from financing activities
Issuances of common stock 11,300
Net cash provided by financing 11,300
activities
Net increase in cash 2,636
Cash - beginning -
Cash - ending $ 2,636
Supplemental disclosures:
Interest paid $ -
Income taxes paid $ -
Non-cash transactions:
Stock issued for services provided $ -
Number of shares issued for services -
-------------
The accompanying notes are an integral part of these financial
statements.
PAGE-26-F5
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Notes
Note 1 - History and organization of the company
The Company was organized June 21, 2001 (Date of Inception) under
the laws of the State of Nevada, as Medical Staffing Solutions,
Inc. The Company has no operations and in accordance with SFAS
#7, the Company is considered a development stage company. The
Company is authorized to issue 20,000,000 shares of $0.001 par
value common stock and 5,000,000 shares of $0.001 par value
preferred stock.
Note 2 - Accounting policies and procedures
Accounting method
The Company reports income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There are no cash
equivalents as of September 30, 2001.
Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of start-up activities and organizational costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-
5, there has been little or no effect on the Company's financial
statements.
Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. As of September
30, 2001, the Company had no dilutive common stock equivalents,
such as stock options or warrants.
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
PAGE-27-F6
Year end
The Company has adopted December 31 as its fiscal year end.
Note 3 - Income taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. There is no provision for
income taxes for the period ended September 30, 2001 due to net
losses.
Note 4 - Stockholder's equity
The Company is authorized to issue 20,000,000 shares of its
$0.001 par value common stock and 5,000,000 shares of its $0.001
par value preferred stock.
During June 2001, the Company issued 10,000,000 shares of its
$0.001 par value common stock to an officer and director in
exchange for cash in the amount of $1,300. Of the total, $1,300
is considered common stock and $8,700 is considered subscriptions
receivable.
During August 2001, the Company issued 200,000 shares of its
$0.001 par value common stock to a creditor in exchange for cash
in the amount of $5,000.
During September 2001, the Company issued 200,000 shares of its
$0.001 par value common stock to an individual in exchange for
cash in the amount of $5,000.
There have been no other issuances of common or preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to
obtain the necessary capital, the Company intends to raise funds
via a future securities offering registered on Form SB-2. The
Company estimates that it will need a minimum of $20,000 to
maintain operations for the next twelve months. If the
securities offering does not raise sufficient capital, a
shareholder of the Company has agreed to provide sufficient funds
as a loan not to exceed $20,000 over the next twelve month
period. However, the Company is dependent upon its ability to
secure equity and/or debt financing and there are no assurances
that the Company will be successful, without sufficient financing
it would be unlikely for the Company to continue as a going
concern.
Note 6 - Related party transactions
On June 23, 2001, the Company signed an equipment financing
agreement with a shareholder for a vehicle. The term is for 18
months and commences on July 15, 2001. The amount of the monthly
payment is $514. As of September 30, 2001, the Company paid the
shareholder a total of $1,542.
PAGE-28-F7
Office space and services are provided without charge by a
director and shareholder. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved
in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict
in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common or preferred stock.
PAGE-29-F8
Item 23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
None.
PAGE-30-
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
MSS' Articles of Incorporation and its Bylaws provide for the
indemnification of a present or former director or officer. MSS
indemnifies any of its directors, officers, employees or agents
who are successful on the merits or otherwise in defense on any
action or suit. Such indemnification shall include, expenses,
including attorney's fees actually or reasonably incurred by him.
Nevada law also provides for discretionary indemnification for
each person who serves as or at MSS' request as one of its
officers or directors. MSS may indemnify such individuals
against all costs, expenses and liabilities incurred in a
threatened, pending or completed action, suit or proceeding
brought because such individual is one of MSS' directors or
officers. Such individual must have conducted himself in good
faith and reasonably believed that his conduct was in, or not
opposed to, MSS' best interests. In a criminal action, he must
not have had a reasonable cause to believe his conduct was
unlawful.
Nevada Law
Pursuant to the provisions of Nevada Revised Statutes 78.751, the
Corporation shall indemnify its directors, officers and employees
as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all
expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon him/her in connection with any
proceeding to which he/she may be made a party, or in which
he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether
or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the
director, officer, employee or agent is adjudged guilty of
willful misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for
the best interests of the Corporation. The Corporation shall
provide to any person who is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable
law.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant
in connection with the sale of the common stock being registered.
MSS has agreed to pay all costs and expenses relating to the
registration of its common stock. All amounts are estimated.
SEC Registration Fee $30
EDGAR Conversion Fees $1,500
Blue Sky Qualification Fees $250
and Expenses
Accounting Fees and Expenses $1,000
Legal Fees and Expenses $5,000
Printing and Engraving $200
Miscellaneous $500
Total $8,480
PAGE-31
Item 26. Recent Sales of Unregistered Securities.
During June 2001, the Company issued 10,000,000 shares of its
$0.001 par value common stock to Kelly P. Jones, an officer and
director, in exchange for $1,300 in cash and $8,700 in
subscription receivable. The total amount of the transaction was
$10,000 or $0.001 per share. That sale of stock by MSS did not
involve any public offering or solicitation. At the time of the
issuance, Kelly P. Jones was in possession of all available
material information about MSS. Also, Kelly P. Jones had a
degree of financial sophistication, which allowed him to make an
independent assessment of the investment merits of MSS. On the
basis of these facts, MSS claims that the issuance of stock to
Kelly P. Jones was qualified for the exemption from registration
contained in Section 4(2) of the Securities Act of 1933.
During August 2001, the Company issued 200,000 shares of its
$0.001 par value common stock to Lynn-Cole Capital Corporation, a
creditor, in exchange for cash in the amount of $5,000, or $0.025
per share, pursuant to the exemption from registration contained
in Section 4(2) of the Securities Act of 1933. Victoria P.
Quiel, the individual controlling Lynn-Cole Capital Corporation
and a sophisticated investor, made the investment decision on the
basis of material information disclosed to her by MSS.
During September 2001, the Company issued 200,000 shares of its
$0.001 par value common stock in exchange for cash in the amount
of $5,000, or $0.025 per share, to Earl Gilbrech, an unaffiliated
investor, pursuant to the exemption from registration contained
in Section 4(2) of the Securities Act of 1933. Mr. Gilbrech, a
sophisticated investor, was familiar with MSS business plans and
made the investment decision on the basis of material information
disclosed to him by MSS.
Item 27. Exhibits.
Exhibit Name and/or Identification of Exhibit
Number
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of MSS filed on June 21,
2001.-As Previously filed-
(b) Bylaws of MSS adopted on June 21, 2001.-As Previously filed-
5. Opinion on Legality
Attorney Opinion Letter. -As Previously filed-
23. Consent of Experts and Counsel
a) Consent of Counsel, incorporated by reference to
Exhibit 5 of this filing.
b) Consent of Independent Auditor.-As Previously filed-
99. Other Exhibits
a) Loan Arrangement Letter
b) Subscription Agreement-As Previously filed
Item 28. Undertakings.
In this Registration Statement, MSS is including undertakings
required pursuant to Rule 415 of the Securities Act and Rule 430A
under the Securities Act.
PAGE-32-
Under Rule 415 of the Securities Act, MSS is registering
securities for an offering to be made on a continuous or delayed
basis in the future. The registration statement pertains only to
securities (a) the offering of which will be commenced promptly,
will be made on a continuous basis and may continue for a period
in excess of 30 days from the date of initial effectiveness and
(b) are registered in an amount which, at the time the
registration statement becomes effective, is reasonably expected
to be offered and sold within two years from the initial
effective date of the registration.
Based on the above-referenced facts and in compliance with the
above-referenced rules, MSS includes the following undertakings
in this Registration Statement:
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period, in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of the Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 14 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
PAGE-33-
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
SB-2 and authorized this Registration Statement to be signed on
its behalf by the undersigned, in the City of Spokane, State of
Washington on January 7, 2002.
Medical Staffing Solutions, Inc.
(Registrant)
By: /s/ Kelly P. Jones, President & CEO
In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates stated:
Signature Title Date
/s/ Kelly P. Jones President & CEO, January 7, 2002
Director
Kelly P. Jones
- --------------------
/s/ Nicole M. Jones Vice-President, January 7, 2002
Secretary &
Nicole M. Jones Controller, Director
- --------------------
/s/ Kelly P. Jones Principal Financial January 7, 2002
Officer
Kelly P. Jones
- --------------------
/s/ Nicole M. Jones Principal Accounting January 7, 2002
Officer
Nicole M. Jones
- --------------------
PAGE-34-