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
[X] EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 No.)
incorporation or organization)
3021 West Excel
Spokane, WA 99208
(Address of principal executive offices)
(509) 327-2964
(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 March 31, 2002.
Transitional Small Business Disclosure Format (Check one): Yes[ ] No [X]
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. 10
PART II - OTHER INFORMATION 12
Item 1. Legal Proceedings. 12
Item 2. Changes in Securities. 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders. 12
Item 5. Other Information. 13
Item 6. Exhibits and Reports on Form 8-K. 13
SIGNATURES 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The following unaudited financial statements are included as part of this
Registration Statement:
* Report of G. Brad Beckstead, CPA.
* Balance Sheets as of March 31, 2002 and December 31, 2001.
* Statements of Operations for the Three Months Ended March 31, 2002 and
March 31, 2001 and the Period June 21, 2001 (inception) to March 31, 2002.
* Statement of Cash Flows for the Three Months Ended March 31, 2002 and
March 31, 2001 and the Period June 21, 2001 (inception) to March 31, 2002.
* Notes to Financial Statements
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.257.1984
702.362.0540 (Fax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheet of Medical
Staffing Solutions, Inc. (a Nevada corporation) (a development
stage company) as of March 31, 2002 and the related statements of
operations for the three-months ended March 31, 2002 and 2001 and
for the period June 21, 2001 (Inception) to March 31, 2002, and
statements of cash flows for the three-months ended March 31,
2002 and 2001 and for the period June 21, 2001 (Inception) to
March 31, 2002. These financial statements are the
responsibility of the Company's management.
I conducted my 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, I do not express such
an opinion.
Based on my reviews, I am 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.
I have 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,
2001, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended (not presented
herein) and in my report dated February 22, 2002, I expressed an
unqualified opinion on those financial statements.
/s/ G. Brad Beckstead, CPA
May 13, 2002
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Balance Sheets
(unaudited)
March 31, December 31,
2002 2001
Assets
Current assets:
Cash and equivalents $ 14,136 $ 939
Prepaid equipment rent - related party 4,111 -
Total current assets 18,247 939
Fixed assets, net 1,366 -
$ 19,613 $ 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 3/31/02 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 (16,658) (10,875)
19,613 425
$ 19,613 $ 939
The accompanying notes are an integral part of the financial statements.
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statements of Operations
Three Months Ending June 21, 2001
March 31, (Inception)
to March 31,
2002 2001 2002
Revenue $ - $ - $ -
Expenses:
General and administrative
expenses 4,194 - 11,986
Equipment rent - related party 1,542 - 4,626
Depreciation 47 - 47
Total expenses 5,783 - 16,659
Other income: - -
Interest income
Net (loss) $ (5,783) $ - $ (16,658)
Weighted average number of
common shares outstanding -
basic and fully diluted 10,441,111 -
Net (loss) per share - basic &
fully diluted $ (0.00) $ -
The accompanying notes are an integral part of the financial statements.
Medical Staffing Solutions, Inc.
(a Development Stage Company)
Statements of Cash Flows
Three Months Ending June 21, 2001
March 31, (Inception)
to March 31,
2002 2001 2002
Cash flows from operating
activities
Net (loss) $ (5,783) $ - $ (16,658)
Depreciation
47 - 47
Adjustments to reconcile net
(loss) to
net cash (used) by operating
activities:
(Increase) in prepaid
equipment rent - related party (4,111) - (4,111)
(Decrease) in accounts payable
- related party (514) - -
Net cash (used) by operating
activities (10,361) - (20,722)
Cash flows from investing
activities
Purchase of fixed assets
(1,413) - (1,413)
Net cash (used) by investing
activities (1,413) - (1,413)
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
13,197 - 14,136
Cash - beginning
939 - -
Cash - ending $ 14,136 $ - $ 14,136
Supplemental disclosures:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
The accompanying notes are an integral part of the financial statements.
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 $16,658 for the period from June 21, 2001 (inception) to
March 31, 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 three-month period ended March 31, 2002, the Company
paid a shareholder a total of $4,111 for equipment rent for the
period from April 2002 through November 2002.
Note 4 - Fixed assets
The Company purchased computer equipment in the amount of $1,413
during the period ended March 31, 2002. Depreciation expense
totaled $47 for the period ended March 31, 2002.
Note 5 - Stockholder's equity
The Company is authorized to issue 20,000 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 March 31, 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 March 31, 2002, the Company paid the shareholder a total of
$8,737. Of the total, $4,626 is for equipment rent expense and
$4,111 is for prepaid equipment rent for the periods of April
2002 through November 2002.
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.
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 nine-month operating period from
June 21, 2001 (inception) to March 31, 2002, the Company
generated $1 in interest income and no revenues from operations
while incurring $16,659 in general and administrative expenses.
This resulted in a cumulative net loss of $16,658 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, 2002
During the three-month period ended March 31, 2002, 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 general & administrative expenses included a
payment to a shareholder of a total of $4,111 for equipment rent
covering the period from April 2002 through November 2002.
During the three-month period ended March 31, 2002, the Company
purchased computer equipment in the amount of $1,413.
Depreciation expense totaled $47 for the period ended March 31,
2002.
B. Plan of Operation
Liquidity and Capital Resources
MSS estimates that it needs approximately $12,000 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.
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, 2002, MSS used approximately
$11,800 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, 2002).
As of March 31, 2002, MSS had $18,247 in working capital. MSS'
current assets as of March 31, 2002 consisted of $14,136 in cash
and $4,111 in prepaid equipment leases. MSS believes that it has
sufficient resources to maintain operations for the next twelve
(12) months.
Plan of Operation
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. However, Mr. Kelly
P. Jones, President & CEO of the Company, has recently been
accepted by Kigezi International School of Medicine in London,
United Kingdom (see Item 5: "Other Information"). As a result of
this, Mr. Jones will dedicate substantially smaller portion of
his time to the affairs of the Company. The Company is currently
researching available options, which would ensure the continuity
of management and operations.
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.
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.
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 three-month period ended March 31, 2002, the Company
used a portion of the net proceeds from the offering as follows
(the list does not include expense items, for which the Company
used less than five (5) percent of the offering proceeds):
Item Amount
Vehicle Lease $6,167.16
Accounting Fees $1,500.00
Purchase of Office
Equipment $1,413.39
Total $9,080.55
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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Mr. Kelly P. Jones, President & CEO of the Company, has been
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 the Company. The Company is currently
researching available options, which would ensure the continuity
of management and operations.
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.
15. Letter on Unaudited Interim Financial Information
Consent of G. Brad Beckstead, CPA
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the quarter for which
this Report is filed.
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, May 13, 2002
Director
Kelly P. Jones
/s/ Nicole M. Jones Vice-President, May 13, 2002
Secretary &
Nicole M. Jones Controller, Director
/s/ Kelly P. Jones Principal Financial May 13, 2002
Officer
Kelly P. Jones
/s/ Nicole M. Jones Principal Accounting May 13, 2002
Officer
Nicole M. Jones
EXHIBIT 15: Letter on Unaudited Interim Financial Information
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.257.1984
702.362.0540 (Fax)
May 13, 2002
To Whom It May Concern:
I have issued my report dated May 13, 2002, accompanying the
financial statements of Medical Staffing Solutions, Inc. on Form
10-QSB for the period of June 21, 2001 (inception date) through
March 31, 2002. I hereby consent to the incorporation by
reference of said report on the Quarterly Report of Medical
Staffing Solutions, Inc. on Form 10-QSB (File No. 333-71276).
Signed,
/s/ G. Brad Beckstead, CPA
G. Brad Beckstead, CPA