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 September 30, 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
incorporation or organization) No.)
8150 Leesburg Pike, Suite 1200
Vienna, VA 22182
-----------------------
(Address of principal executive offices)
(703) 641-8890
------------------
(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, 41,200,005 shares issued and outstanding as of
November 14, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
-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
Item 3. Controls and Procedures 10
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
-2-
MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE NINE MONTHS AND THREE MONTHS ENDED
SEPTEMBER 30, 2003 AND 2002
-3-
MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet as of September 30, 2003 (Unaudited)
Statements of Operations for the Nine and Three Months Ended
September 30, 2003 and 2002 with Cumulative Totals Since
June 21, 2001 (Unaudited)
Statements of Cash Flows for the Nine Months Ended
September 30, 2003 and 2002 with Cumulative Totals Since
June 21, 2001 (Unaudited)
Notes to Condensed Consolidated Financial Statements
-4-
MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2003
ASSETS
CURRENT ASSET
Cash and cash equivalents $ 246
---------
Total Current Asset 246
Fixed assets, net 1,121
---------
TOTAL ASSETS $ 1,367
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Notes payable - related parties $ 100
---------
Total Current Liabilities 100
---------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding -
Common stock, $.001 par value, authorized 50,000,000
authorized, 10,500,000 shares issued and outstanding 10,500
Additional paid-in capital 34,500
Subscriptions receivable (8,729)
Deficit accumulated during development stage (35,004)
---------
Total Stockholders' Equity 1,267
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,367
=========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-5-
MEDICAL STFFING SOLUTIONS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(WITH CUMULATIVE TOTALS SINCE JUNE 21, 2001)
NINE MONTHS ENDED THREE MONTHS ENDED
---------------------------- ---------------------------- Cumulative
September 30, September 30, September 30, September 30, Totals Since
2003 2002 2003 2002 June 21, 2001
---- ---- ---- ---- -------------
REVENUES $ - $ - $ - $ - $ -
----------- ------------- ----------- ------------- -------------
EXPENSES
General and administrative expenses 1,151 16,283 51 2,354 25,728
Equipment rent - related party - 4,626 - 1,542 8,737
Depreciation 249 209 83 83 541
----------- ------------- ----------- ------------- -------------
Total Expenses 1,400 21,118 134 3,979 35,006
----------- ------------- ----------- ------------- -------------
NET LOSS BEFORE OTHER INCOME (EXPENSE) (1,400) (21,118) (134) (3,979) (35,006)
----------- ------------- ----------- ------------- -------------
OTHER INCOME
Interest income - - - 2
----------- ------------- ----------- ------------- -------------
Total Other Income - - - - 2
----------- ------------- ----------- ------------- -------------
NET (LOSS) APPLICABLE TO COMMON SHARES $ (1,400) $ (21,118) $ (134) $ (3,979) $ (35,004)
=========== ============= =========== ============= =============
NET LOSS PER COMMON SHARE PER BASIC
AND DILUTED SHARES $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== ============= =========== =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING PER BASIC AND DILUTED 10,500,000 10,480,586 10,500,000 10,500,000
=========== ============= =========== =============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-6-
MEDICAL STAFFING SOLUTIONS, INC AND SUBSIDIARY
(A DEVELOPMENT STAGE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(WITH CUMULATIVE TOTALS SINCE JUNE 21, 2001)
Cumulative
Totals Since
2003 2002 June 21, 2001
---------- ---------- --------------
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss) $ (1,400) $ (21,118) $ (35,004)
---------- ---------- --------------
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Depreciation 249 209 541
Changes in assets and liabilities
Increase in prepaid equipment rent - related
party - (1,028) -
(Decrease) in accounts payable - related party - (514) -
---------- ---------- --------------
Total adjustments 249 (1,333) 541
---------- ---------- --------------
Net cash (used in) operating activities (1,151) (22,451) (34,463)
---------- ---------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - (1,662) (1,662)
---------- ---------- --------------
Net cash (used in) investing activities - (1,662) (1,662)
---------- ---------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - 25,000 45,000
Subscriptions receivable - (29) (8,729)
Increase in notes payable - related party 100 - 100
---------- ---------- --------------
Net cash provided by financing activities 100 24,971 36,371
---------- ---------- --------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (1,051) 858 246
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 1,297 939 1,297
---------- ---------- --------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 246 $ 1,797 $ 246
========== ========== ==============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-7-
MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
(A DEVELOP MENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
NOTE 1- BASIS OF PRESENTATION
The condensed consolidated unaudited interim financial statements
included herein have been prepared, without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission ("SEC"). The condensed consolidated financial
statements and notes are presented as permitted on Form 10-QSB
and do not contain information included in the Company's annual
consolidated statements and notes. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America 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. It is suggested that these
condensed consolidated financial statements be read in
conjunction with the December 31, 2002 audited financial
statements and the accompanying notes thereto. While management
believes the procedures followed in preparing these condensed
consolidated financial statements are reasonable, the accuracy of
the amounts are in some respects dependent upon the facts that
will exist, and procedures that will be accomplished by the
Company later in the year.
These condensed consolidated unaudited financial statements
reflect all adjustments, including normal recurring adjustments
which, in the opinion of management, are necessary to present
fairly the consolidated operations and cash flows for the periods
presented.
NOTE 2- ACQUISITION
On September 26, 2003, the Company acquired in a reverse merger,
TeleScience International, Inc. ("TeleScience"); a provider of
medical personnel to state and federal government agencies,
primarily hospital and medical facilities; a homeland security
division which provides emergency equipment and supplies to state
and local governments; and a technology division which provides
systems integration and technology services to the federal
government. Under the terms of the agreement, the Company
acquired 100% of the stock of TeleScience in exchange for 80% of
the outstanding shares of the Company. Control of the Company
was transferred to TeleScience and the current president and CEO
of TeleScience has become the chairman, president and CEO of the
Company.
NOTE 3- 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 $35,004 for the period from June 21, 2001 (inception) to
September 30, 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
-8-
MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
(A DEVELOP MENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
NOTE 3- GOING CONCERN (CONTINUED)
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 to exist.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Those financial
statements do not include any adjustments that might arise from
this uncertainty.
NOTE 4- FIXED ASSETS
The Company had computer equipment in the amount of $1,662 during
the period ended September 30, 2003. Depreciation expense
totaled $249 and $ 209 for the nine months ended September 30,
2003 and 2002, respectively.
NOTE 5- RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2003, an officer and
director of the Company loaned $100 to the Company. The note
payable is due upon demand and bears no interest.
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.
-9-
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-seven-month operating period
from June 21, 2001 (inception) to September 30, 2003, the Company
generated $2 in interest income and no revenues from operations
while incurring $35,006 in general and administrative expenses.
This resulted in a cumulative net loss of $35,004 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.
In September 2003, the Company acquired, via reverse acquisition,
Telescience International, Inc., a Virginia based government
contractor. Going forward, the Company's primary business will be
that of Telescience's.
Three-Month Period Ended September 30, 2003 Compared to Three-Month
Period Ended September 30, 2002
During the three-month period ended September 30, 2003, the Company
incurred $134 in expenses, consisting of $51 in general &
administrative expenses and $83 in depreciation. During the
comparable period of 2002, the Company incurred $3,979 in
expenses, consisting of $2,354 in general & administrative
expenses, $1,542 in equipment rent, and $83 in depreciation. The
drop in expenses is attributable primarily to a reduction in
consulting and legal expenses associated with start-up activities
and the expiration of an equipment lease.
Liquidity and Capital Resources
As of September 30, 2003, MSS had $146 in net working capital.
MSS' current assets as of September 30, 2003 consisted of $246 in
cash.
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 September 30, 2003, MSS used approximately
$24,754.00 of the net proceeds of the offering (see Item 2:
"Changes in Securities" for a detailed description of major uses
of proceeds as of September 30, 2003).
B. Plan of Operation
In 2002, Mr. Kelly P. Jones, former 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 dedicated
substantially smaller portion of his time to the
affairs of MSS. Subsequent to the acquisition of Telescience
International, Inc. in September 2003, Dr. B.B. Sahay became the
Chairman and Chief Executive Officer of MSS and Mr. Jones resigned
from his offices with the Company.
-10-
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.
-11-
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.
-12-
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.
31. Additional Exhibits
Certification pursuant to the Sarbanes-Oxley Act of 2002,
Section 302.
32. 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.
-13-
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Medical Staffing Solutions, Inc.
------------------------------------
(Registrant)
Signature Title Date
---------------- -------------- -----------
/s/ B.B. Sahay President, CEO, November 14, 2003
------------------ Director,
B.B. Sahay Principal Accounting and
Financial Officer
-14-