UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] 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 No.)
incorporation or organization)
6621 N Moore
Spokane, WA 99208
--------------------------
(Address of principal executive offices)
(509) 326-5805
---------------------
(Issuer's telephone number)
-----------------------------
(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 May
6, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [X] 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. 11
Item 3. Controls and Procedures 12
PART II - OTHER INFORMATION 13
Item 1. Legal Proceedings. 13
Item 2. Changes in Securities. 13
Item 3. Defaults Upon Senior Securities. 13
Item 4. Submission of Matters to a Vote of Security Holders. 14
Item 5. Other Information. 14
Item 6. Exhibits and Reports on Form 8-K. 14
SIGNATURES 15
PAGE-2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited financial statements are included as part
of this report:
* Balance Sheet as of March 31, 2003.
* Statements of Operations for the Three Months Ended March 31, 2003 and
March 31, 2002, and the Period June 21, 2001 (inception) to March 31,
2003.
* Statement of Cash Flows for the Three Months Ended March 31, 2003 and
March 31, 2002 and the Period June 21, 2001 (inception) to March 31,
2003.
* Notes to Financial Statements
PAGE-3-
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Balance Sheet
as of
March 31, 2003
and
Statements of Operations
for the three months ended
March 31, 2003 and 2002,
and
for the period
June 21, 2001 (Inception) to March 31, 2003
and
Cash Flows
for the three months ended
March 31, 2003 and 2002,
and
for the Period
June 21, 2001 (Inception) to March 31, 2003
PAGE-4-
TABLE OF CONTENTS
Page
----
Independent Accountants' Review Report 1
Balance Sheet 2
Statements of Operations 3
Statements of Cash Flows 4
Footnotes 5
PAGE-5-
Beckstead and Watts, LLP
------------------------
Certified Public Accountants
3340 Wynn Road, Suite B
Las Vegas, NV 89102
702.257.1984
702.362.0540 fax
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Medical Staffing Solutions, Inc.
(a Development Stage Company)
We have reviewed the accompanying balance sheet of Medical
Staffing Solutions, Inc. (a Nevada corporation) (a development
stage company) as of March 31, 2003 and the related statements of
operations for the three-months ended March 31, 2003 and 2002 and
for the period June 21, 2001 (Inception) to March 31, 2003, and
statements of cash flows for the three-months ended March 31,
2003 and 2002 and for the period June 21, 2001 (Inception) to
March 31, 2003. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the
objective of expressing an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying financial
statements referred to above for them to be in conformity with
generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has had limited
operations and has not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Beckstead and Watts, LLP has previously audited, in accordance
with generally accepted auditing standards, the balance sheet of
Medical Staffing Solutions, Inc. (a development stage company) as
of December 31, 2002, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended (not
presented herein) and our report dated March 17, 2003, we
expressed an unqualified opinion on those financial statements.
/s/ Beckstead and Watts LLP
- ---------------------------
May 6, 2003
PAGE-6-F1
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Balance Sheet
(unaudited)
March 31,
2003
Assets ---------------
Current assets:
Cash and equivalents $ 297
---------------
Total current assets 297
---------------
Fixed assets, net 1,287
---------------
$ 1,584
===============
Liabilities and Stockholders' Equity
Current liabilities: $ -
---------------
Stockholders' equity:
Preferred stock, $0.001 par value,
5,000,000 shares authorized, no shares
issued and outstanding -
Common stock, $0.001 par value,
50,000,000 shares authorized, 10,500,000
shares issued outstanding 10,500
Additional paid-in capital 34,500
Subscriptions receivable (8,729)
(Deficit) accumulated during development stage (34,687)
---------------
1,584
---------------
$ 1,584
===============
The accompanying notes are an integral part of the financial
statements.
PAGE-7-F2
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statements of Operations
Three Months Ended June 21, 2001
March 31, (Inception) to
2003 2002 March 31, 2003
----------- ---------- ----------------
Revenue $ - $ - $ -
----------- ---------- ----------------
Expenses:
General and administrative 1,000 4,194 25,557
expenses
Equipment rent - related - 1,542 8,737
party
Depreciation 83 47 375
----------- ---------- ----------------
Total expenses 1,083 5,783 34,689
----------- ---------- ----------------
Other income:
Interest income - - 2
----------- ---------- ----------------
Net (loss) $ (1,083) $ (5,783) $ (34,687)
=========== ========== ================
Weighted average number of
common shares
outstanding - basic and 10,485,479 -
fully diluted =========== ==========
Net (loss) per share - basic $ (0.00) $ -
& fully diluted =========== ==========
The accompanying notes are an integral part of the financial
statements.
PAGE-8-F3
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statements of Cash Flows
Three Months Ended June 21, 2001
March 31, (Inception) to
2003 2002 March 31, 2003
Cash flows from operating ----------- ----------- -------------
activities
Net (loss) $ (1,083) $ (5,783) $ (34,687)
Depreciation
83 47 375
Adjustments to reconcile net (loss)
to net cash (used) by operating
activities:
(Increase) in prepaid equipment - (4,111) -
rent - related party
(Decrease) in accounts payable - (514) -
- related party ----------- ----------- -------------
Net cash (used) by operating activities (1,000) (8,664) (34,312)
----------- ----------- -------------
Cash flows from investing activities
Purchase of fixed assets - (1,413) (1,662)
----------- ----------- -------------
Net cash (used) by investing - (1,413) (1,662)
activities ----------- ----------- -------------
Cash flows from financing activities
Issuances of common stock - 25,000 45,000
Subscriptions receivable - (29) (8,729)
----------- ----------- -------------
Net cash provided by financing - 24,971 36,271
activities ----------- ----------- -------------
Net increase in cash (1,000) 13,197 297
Cash - beginning 1,297 939 -
----------- ----------- -------------
Cash - ending $ 297 $ 14,136 $ 297
=========== =========== =============
Supplemental disclosures:
Interest paid $ - $ - $ -
=========== =========== =============
Income taxes paid $ - $ - $ -
=========== =========== =============
The accompanying notes are an integral part of the financial
statements.
PAGE-9-F4
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, 2002 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 $34,687 for the period from June 21, 2001 (inception) to
March 31, 2003, 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. The president of the Company has recently
relocated to London, United Kingdom and has dedicated less time
to the Company. Management is researching available options in
order to continue with current operations and may in the future
pursue a business combination with an operating entity. 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 - Fixed assets
The Company had computer equipment in the amount of $1,662 during
the period ended March 31, 2003. Depreciation expense totaled
$83 for the period ended March 31, 2003.
Note 4 - Related party transactions
The Company does not lease or rent any 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-10-F5
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 twenty-one-month operating period
from June 21, 2001 (inception) to March 31, 2003, the Company
generated $2 in interest income and no revenues from operations
while incurring $34,689 in general and administrative expenses.
This resulted in a cumulative net loss of $34,687 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 March 31, 2003 Compared to Three-Month
Period Ended March 31, 2002
During the three-month period ended March 31, 2003, the Company
incurred $1,083 in expenses, consisting of $1,000 in general &
administrative expenses and $83 in depreciation. During the
comparable period of 2001, the Company incurred $5,783 in
expenses, consisting of $4,194 in general & administrative
expenses, $1,542 in equipment rent, and $47 in depreciation. The
drop in expenses is attributable primarily to a reduction in
consulting and legal expenses associated with start-up
activities.
Liquidity and Capital Resources
As of March 31, 2003, MSS had $297 in working capital. MSS'
current assets as of March 31, 2003 consisted of $297. 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 March 31, 2003, MSS used approximately
$24,703.00 of the net proceeds of the offering (see Item 2:
"Changes in Securities" for a detailed description of major uses
of proceeds as of March 31, 2003).
B. Plan of Operation
In 2002, Mr. Kelly P. Jones, President & CEO of MSS, was accepted
by Kigezi International School of Medicine in London, United
Kingdom. Mr. Jones commenced full-time studies in September
2002. Consequently, since September 2002, Mr. Jones has
dedicated 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-11-
Item 3. Controls and Procedures
Based on their most recent review, which was completed within
ninety days of the filing of this report, MSS' Officers have
concluded that MSS' disclosure controls and procedures are
effective to ensure that information required to be disclosed by
MSS in the reports it files or submits under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated
to MSS' management, including its Officers, as appropriate to
allow timely decisions regarding required disclosure and are
effective to ensure that such information is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. There were
no significant changes in MSS' internal controls or in other
factors that could significantly affect those controls subsequent
to the date of their evaluation.
PAGE-12-
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 incurred expenses in connection with the offering
equaled approximately $8,000. The securities registered for sale
by Selling Stockholder continue to be subject to the Registration
Statement.
During the year ended December 31, 2002, the actual uses of the
proceeds from the offering were 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 $11,000.00
Other $2,756.68
- -------------------------------------------------------
Total $24,703.00
=======================================================
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-13-
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits 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.
(iii) Certificate of Amendment to Articles of
Incorporation filed on November 5, 2002, incorporated by
reference to the Annual Report on Form 10-KSB, as amended, for
the fiscal year 2002, previously filed with the SEC.
99. Additional Exhibits
Certification Pursuant to Title 18, United States Code,
Section 1350, as Adopted Pursuant to Section 906 Of The
Sarbanes-Oxley Act Of 2002.
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the quarter for which
this Report is filed.
PAGE-14-
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, Director May 12, 2003
------------------
Kelly P. Jones
/s/ Nicole M. Jones Vice-President, Secretary & May 12, 2003
------------------- Controller, Director
Nicole M. Jones
/s/ Kelly P. Jones Principal Financial Officer May 12, 2003
------------------
Kelly P. Jones
/s/ Nicole M. Jones Principal Accounting Officer May 12, 2003
-------------------
Nicole M. Jones
PAGE-15-
Certification pursuant to the Sarbanes-Oxley Act of 2002
I, Kelly P. Jones, President & CEO of Medical Staffing Solutions,
Inc., certify that:
1. This quarterly report fully complies with the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934 and
that the information contained in this quarterly report fairly
presents, in all material respects, the financial condition and
results of operations of the registrant;
2. I have reviewed this quarterly report on Form 10-QSB of
Medical Staffing Solutions, Inc.;
3. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
4. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
5. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report ("Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
6. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's
board of directors [or persons performing the equivalent
function]:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
7. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to our
most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
By: /s/ Kelly P. Jones
-----------------------
Kelly P. Jones President & CEO
-PAGE-
Certification pursuant to the Sarbanes-Oxley Act of 2002
I, Nicole M. Jones, Vice-President and Controller of Medical
Staffing Solutions, Inc., certify that:
1. This quarterly report fully complies with the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934 and
that the information contained in this quarterly report fairly
presents, in all material respects, the financial condition and
results of operations of the registrant;
2. I have reviewed this quarterly report on Form 10-QSB of
Medical Staffing Solutions, Inc.;
3. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
4. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
5. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report ("Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
6. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's
board of directors [or persons performing the equivalent
function]:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
7. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to our
most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
By: /s/ Nicole M. Jones
-----------------------
Nicole M. Jones Vice-President and Controller
-PAGE-