UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to _____________
Commission file number _______________________________________
Medical Staffing Solutions, Inc.
(Exact name of small business issuer as specified in its
charter)
Nevada 91-2135006
(State or jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
6621 N Moore
Spokane, WA 99208
(Address of principal executive offices)
(509) 953-9043
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal
year, if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section l2, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Common Stock, 10,500,000 shares issued and outstanding as of June
30, 2002.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ ]
PAGE-1-
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements. 3
Item 2. Management's Discussion and Analysis or Plan of
Operation. 9
PART II - OTHER INFORMATION 11
Item 1. Legal Proceedings. 11
Item 2. Changes in Securities. 11
Item 3. Defaults Upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Security Holders. 12
Item 5. Other Information. 12
Item 6. Exhibits and Reports on Form 8-K. 12
SIGNATURES 13
PAGE-2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited financial statements are included as part
of this Registration Statement:
* Balance Sheets as of June 30, 2002 and December 31, 2001.
* Statements of Operations for the Three Months Ended June 30,
2002 and June 30, 2001, Six Months Ended June 30, 2002 and June
30, 2001, and the Period June 21, 2001 (inception) to June 30,
2002.
* Statement of Cash Flows for the Six Months Ended June 30,
2002 and June 30, 2001 and the Period June 21, 2001 (inception)
to June 30, 2002.
* Notes to Financial Statements
PAGE-3-
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Balance Sheets
(unaudited) December
June 30, 31,
2002 2001
Asse ----------------------------
ts
Current assets:
Cash and equivalents $ 4,151 $ 939
Prepaid equipment rent - related party 2,570 -
Total current assets ----------------------------
6,721 939
----------------------------
Fixed assets, net
1,536 -
----------------------------
$ 8,257 $ 939
============================
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable - related party $ - $ 514
Total current liabilities ----------------------------
- 514
----------------------------
Stockholder's equity:
Preferred stock, $0.001 par value,
5,000,000 shares
authorized, no shares issued and
outstanding - -
Common stock, $0.001 par value,
20,000,000 shares
authorized, 10,500,000 and 10,400,000
shares issued
and outstanding as of 6/30/02 and
12/31/01, respectively 10,500 10,400
Additional paid-in capital 34,500 9,600
Subscriptions receivable (8,729) (8,700)
(Deficit) accumulated during
development stage (28,014) (10,875)
----------------------------
8,257 425
----------------------------
$ 8,257 $ 939
============================
The accompanying notes are an integral part of the financial
statements.
PAGE-4-
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statements of Operations
(unaudited)
Three Months Six Months June 21,
Ending Ending 2001
June 30, June 30, (Inception)
------------------- ---------------- to
2002 2001 2002 2001 June 30, 2002
-------- --------- -------- ------- --------------
Revenue $ - $ - $ - $ - $ -
-------- --------- -------- ------- --------------
Expenses:
General and 9,735 - 13,929 - 21,721
administrative expenses
Equipment rent - related 1,542 - 3,084 - 6,168
party
Depreciation 79 - 126 - 126
-------- --------- -------- ------- --------------
Total expenses 11,356 - 17,139 - 28,015
-------- --------- -------- ------- --------------
Other income:
Interest income - - - - 1
-------- --------- -------- ------- --------------
Net (loss) $ (11,356) $ - $(17,139) $ - $ (28,014)
======== ========= ======== ======= ==============
Weighted average number 10,500,000 10,000,000 10,470,718 10,000,000
of common shares ========== ========== ========== ==========
outstanding - basic and
fully diluted
Net (loss) per share - $(0.00) $ - $ (0.00) $ -
basic & fully diluted ========== ========== ========== ==========
The accompanying notes are an integral part of the financial
statements.
PAGE-5-
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statements of Cash Flows
(unaudited)
Six Months Ending
June 30, June 21, 2001
----------------------- (Inception) to
2002 2001 June 30, 2002
Cash flows from operating ------------ ---------- ---------------
activities
Net (loss) $ (17,139) $ - $ (28,014)
Depreciation
126 - 126
Adjustments to reconcile net
(loss) to
net cash (used) by operating
activities:
(Increase) in prepaid
equipment rent - related party (2,570) - (2,570)
(Decrease) in accounts payable
- related party (514) - -
Net cash (used) by operating ------------ ---------- ---------------
activities (20,097) - (30,458)
------------ ---------- ---------------
Cash flows from investing
activities
Purchase of fixed assets
(1,662) - (1,662)
Net cash (used) by investing ------------ ---------- ---------------
activities (1,662) - (1,662)
------------ ---------- ---------------
Cash flows from financing
activities
Issuances of common stock
25,000 - 45,000
Subscriptions receivable (29) - (8,729)
Net cash provided by financing ------------ ---------- ---------------
activities 24,971 - 36,271
------------ ---------- ---------------
Net increase in cash
3,212 - 4,151
Cash - beginning
939 - -
Cash - ending ------------ ---------- ---------------
$ 4,151 $ - $ 4,151
============ ========== ===============
Supplemental disclosures:
Interest paid $ - $ - $ -
============ ========== ===============
Income taxes paid $ - $ - $ -
============ ========== ===============
The accompanying notes are an integral part of the financial
statements.
PAGE-6-
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of presentation
The interim financial statements included herein, presented in
accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the
Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained
therein. It is suggested that these interim financial statements
be read in conjunction with the financial statements of the
Company for the period ended December 31, 2001 and notes thereto
included in the Company's Form 10-KSB. The Company follows the
same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative
of annual results.
Note 2 - Going concern
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As shown in the
accompanying financial statements, the Company has incurred a net
loss of $28,014 for the period from June 21, 2001 (inception) to
June 30, 2002, and has no sales. The future of the Company is
dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business
opportunities. Management has plans to seek additional capital
through private placements and public offerings of its common
stock. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial
statements do not include any adjustments that might arise from
this uncertainty.
Note 3 - Prepaid equipment rent
During the six-month period ended June 30, 2002, the Company has
paid a shareholder a total of $4,111 for equipment rent for the
period from March 2002 through November 2002. As of June 30,
2002, the balance in prepaid expenses is $2,570.
Note 4 - Fixed assets
The Company purchased computer equipment in the amount of $1,662
during the period ended June 30, 2002. Depreciation expense
totaled $126 for the period ended June 30, 2002.
PAGE-7-
Note 5 - 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 February 2002, the Company completed it offering
registered via Form SB-2 and issued a total of 100,000 shares of
its $0.001 par value common stock in exchange for cash of $25,000
(of which $24,971 was received by June 30, 2002.) The remaining
$29 is considered subscriptions receivable.
Note 6 - Related party transactions
On June 23, 2001, the Company signed an equipment rental
agreement with a shareholder for a vehicle. The term is for 18
months commencing on July 15, 2001 with monthly payments of $514.
As of June 30, 2002, the Company paid the shareholder a total of
$8,737. Of the total, $6,167 is for equipment rent expense and
$2,570 is for prepaid equipment rent for the periods of July 2002
through November 2002.
The Company does not lease or rent any additional property.
Office services are provided without charge by a director. 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.
PAGE-8-
Item 2. Management's Discussion and Analysis or Plan of
Operation.
This section must be read in conjunction with the unaudited
Financial Statements included in this report.
A. Management's Discussion
Medical Staffing Solutions, Inc. ("MSS" or 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 twelve-month operating period from
June 21, 2001 (inception) to June 30, 2002, the Company generated
$1 in interest income and no revenues from operations while
incurring $28,015 in general and administrative expenses. This
resulted in a cumulative net loss of $28,014 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.
Three-Month Period Ended June 30, 2002
During the three-month period ended June 30, 2002, the Company
incurred $11,356 in expenses, consisting of $9,735 in general &
administrative expenses; $1,542 in equipment rent; and $79 in
depreciation.
Six-Month Period Ended June 30, 2002
During the six-month period ended June 30, 2002, the Company
incurred $17,139 in expenses, consisting of $13,929 in general &
administrative expenses; $3,084 in equipment rent; and $126 in
depreciation.
During the six-month period ended June 30, 2002, the Company
purchased computer equipment in the amount of $1,662.
Depreciation expense totaled $126 for the six-month period ended
June 30, 2002.
During the six-month period ended June 30, 2002, the Company pre-
paid a shareholder a total of $4,111 for equipment rent for the
period from March 2002 through November 2002. As of June 30,
2002, the balance in prepaid expenses was $2,570.
Liquidity and Capital Resources
As of June 30, 2002, MSS had $6,721 in working capital. MSS'
current assets as of June 30, 2002 consisted of $4,151 in cash
and $2,570 in prepaid equipment leases. The cash outlays during
the three months ended June 30, 2002 exceeded management's
expectations. MSS believes that it needs additional capital to
continue operations and implementation of its business plan (see
"Plan of Operations").
In January 2002, MSS raised approximately $25,000 in a registered
public offering of common stock pursuant to the SB-2
registration. As of June 30, 2002, MSS used approximately
$20,533.10 of the net proceeds of the offering (see Item 2:
"Changes in Securities" for a detailed description of major uses
of proceeds as of June 30, 2002).
PAGE-9-
B. Plan of Operation
Mr. Kelly P. Jones, President & CEO of MSS, recently was accepted
by Kigezi International School of Medicine in London, United
Kingdom. Mr. Jones anticipates commencing full-time studies in
September 2002. Consequently, beginning in September 2002, Mr.
Jones will dedicate substantially smaller portion of his time to
the affairs of MSS.
The relocation of Mr. Jones to London in combination with MSS'
limited capital resources raises substantial doubt whether MSS
will be able to implement its business plan. The Company is
currently researching available options, which would ensure the
continuity of management and operations. If MSS fails to secure
additional financing to continue operations, the management may
pursue a business combination with an operating entity.
PAGE-10-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Recent Registered Offering
The SB-2 Registration Statement of MSS, as amended (SEC File
Number 333-71276), deemed effective by the SEC on January 11,
2002 (the "Registration Statement"), offered an aggregate of up
to 500,000 shares of $0.001 par value common stock (the "Common
Stock") for sale at $0.25 per share, of which up to 400,000
shares or $125,000 were offered by MSS and up to 100,000 shares
or $25,000 were offered by Selling Stockholders in a self-
underwritten offering.
During February 2002, MSS sold 100,000 shares of Common Stock to
approximately twenty (20) investors unaffiliated with MSS
pursuant to the Registration Statement. The price per share in
the offering was $0.25 for total cash proceeds of $25,000. As of
February 25, 2002, MSS deregistered 300,000 shares of Common
Stock representing the unsold portion of Common Stock offered by
MSS pursuant to the Registration Statement. As of February 25,
2002, the total expenses of the offering equaled approximately
$8,000. The securities registered for sale by Selling
Stockholder continue to be subject to the Registration Statement.
During the six-month period ended June 30, 2002, the Company used
a portion of the net proceeds from the offering as follows:
Item Amount
- -----------------------------------------------------
Offering Expenses:
Accounting and Legal $3,023.00
Office Equipment and Supplies $1,756.16
General Working Capital:
Vehicle Lease $6,167.16
Legal and Consulting $7,500.00
Other $2,086.78
- -----------------------------------------------------
Total $20,533.10
=====================================================
None of the uses described above were direct or indirect payments
to directors, officers, general partners of the Company or their
associates; to persons owning ten (10) percent or more of any
class of equity securities of the Company; or to affiliates of
the Company.
The actual uses of proceeds described above were consistent with
the anticipated uses of proceeds described in the Prospectus for
the offering.
PAGE-11-
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
As of June 30, 2002, the Company relocated its principal place of
business to 6621 N. Moore, Spokane, WA 99208, phone: (509) 953-
9043.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-B
Exhibit Name and/or Identification of Exhibit
Number
3. Articles of Incorporation & By-Laws
(i) Articles of Incorporation of MSS filed on June 21,
2001, incorporated by reference to the Registration
Statement on Form SB-2, as amended, previously filed
with the SEC.
(ii) Bylaws of MSS adopted on June 21, 2001,
incorporated by reference to the Registration Statement
on Form SB-2, as amended, previously filed with the
SEC.
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the quarter for which
this Report is filed.
PAGE-12-
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.
Medical Staffing Solutions, Inc.
(Registrant)
Signature Title Date
----------- ------- ------
/s/ Kelly P. Jones President & CEO, July 17, 2002
------------------ Director
Kelly P. Jones
/s/ Nicole M. Jones Vice-President, July 17, 2002
- ------------------- Secretary &
Nicole M. Jones Controller, Director
/s/ Kelly P. Jones Principal Financial July 17, 2002
- ------------------- Officer
Kelly P. Jones
/s/ Nicole M. Jones Principal Accounting July 17, 2002
- ------------------- Officer
Nicole M. Jones
PAGE-13-