SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the period ending March 31, 2003
FIRST MEDICAL RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as it appears in its charter)
000-49612
- --------------------------------------------------------------------------------
(Commission File Number)
Nevada 86-1038019
- --------------------------------------------------------------------------------
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
455 Market Street
Suite 455
San Francisco, California 94105
- --------------------------------------------------------------------------------
(Address of Principal Executive Office)
(415) 543-1535
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (b) of the Act: Class A Common
Stock $0.001 Par Value
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
---
At the end of the quarter ending March 31, 2003, there were 10,525,000 issued
and
outstanding shares of the registrant's common stock.
There is no active market for the registrant's securities.
1
FIRST MEDICAL RESOURCES, INC.
Form 10-QSB Quarterly Report
For A Quarterly Period Ended March 31, 2003
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION..................................................3
Item 1. Financial Statements...........................................3
BALANCE SHEETS As of March 31, 2003 ................................3
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31
AND FROM INCEPTION (JULY 31, 2001) TO MARCH 31, 2003 ..............4
STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31
AND FROM INCEPTION (JULY 31, 2001) TO MARCH 31, 2003 ..............5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............6
Item 3. Controls and Procedures.....................................7
..
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...........................................7
Item 2. Changes in Securities.......................................7
Item 3. Default Upon Senior Securities..............................7
Item 4. Submission of Matters to a Vote of Security Holders.........7
Item 5. Other Information...........................................7
Item 6. Exhibits and Reports........................................7
Signatures.....................................................................8
Certifications.................................................................9
2
FIRST MEDICAL RESOURCES, INC.
Form 10-QSB Quarterly Report
For A Quarterly Period Ended March 31, 2003
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST MEDICAL RESOURCES CORP
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
March 31, 2003 December 31, 2002
--------------------------------
(unaudited) (audited)
CURRENT ASSETS
Cash $ 61 $ 61
-------------------------------
Total current assets 61 61
Equipment, net 5,851 6,418
-------------------------------
TOTAL ASSETS 5,912 6,479
===============================
LIABILITIES & STOCKHOLDERS' DEFICIT
LIABILITIES
Accounts payable 48,867 47,429
Accrued liabilities 187,500 187,500
-------------------------------
Total current liabilities 236,367 234,929
-------------------------------
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001
Authorized 20,000,000 shares,
No shares issued and outstanding - -
Common stock, par value $0.001
Authorized 80,000,000 shares
Issued and outstanding 10,525,000 shares and
10,031,250 shares, respectively 10,525 10,031
Additional paid in capital (49,939) (49,400)
Accumulated deficit during development stage (191,041) (189,081)
-------------------------------
(230,455) (228,450)
-------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 5,912 $ 6,479
===============================
3
FIRST MEDICAL RESOURCES CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31
AND FROM INCEPTION (JULY 31, 2001) TO MARCH 31, 2003
From Inception
July 31, 2001 to
2003 2002 March 31, 2003
-------------------------------------------
(unaudited) (unaudited) (unaudited)
Revenue: $ - $ - $ -
-------------------------------------------
Expenses:
Consulting fees 394 - 143,659
Administrative 1,704 1,279 47,520
-------------------------------------------
2,098 1,279 191,179
-------------------------------------------
Net Loss $ (2,098) $ 1,279 $ (191,179)
===========================================
Basic Loss per Share $ (0.00) $ (0.00)
==========================
Weighted Average Number
Shares Outstanding 10,173,889 20,000,000
==========================
4
FIRST MEDICAL RESOURCES CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
AND FROM INCEPTION (JULY 31, 2001) TO MARCH 31, 2003
<table>
<caption>
From Inception
July 31, 2001 to
2003 2002 March 31, 2003
------------- -------------- -------------------
(unaudited) (unaudited) (unaudited)
OPERATING ACTIVITIES
Net loss $ (2,098) $ (1,279) $ (191,179)
Adjustments to reconcile net loss
to net cash provided by operations:
Depreciation 566 - 943
Consulting 394 - 24,025
Change in liabilities 1,138 - 236,067
------------- -------------- -------------------
Net cash provided by operating activities - (1,279) 69,856
------------- -------------- -------------------
Cash Flow Used In Investing Activities
Purchase of First Medical - - (117,500)
Purchase of fixed assets - - (6,795)
------------- -------------- -------------------
Net cash used by investing activities - - (124,295)
------------- -------------- -------------------
Cash Flow Provided By Financing Activities
Cash contribution - 750 50,500
Sale of stock - - 4,000
------------- -------------- -------------------
Net cash provided by financing activities - 750 54,500
------------- -------------- -------------------
Net cash (decrease)/increase for period - (529) 61
Cash at beginning of period 61 947 -
------------- -------------- -------------------
Cash at end of period $ 61 $ 418 $ 61
============= ============== ===================
</table>
5
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Except for certain historical information contained herein, this Quarterly
Report contains forward-looking statements that involve risks, assumptions and
uncertainties which are difficult to predict. All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including any projections of earnings, revenues, or
other financial items, any statement of plans, strategies, or objectives of
management for future operations; any statements concerning proposed new
services or developments; any statements regarding any future economic
conditions or performance; any statements of belief and any statement of
assumptions underlying any of the foregoing. Words such as "believe," "may,"
"could," "expects," "hopes," "anticipates," and "likely," and variations of
these words or similar expressions, are intended to identify such
forward-looking statements. Our actual results could differ materially from
those discussed herein. We do not assume, and specifically disclaim, any
obligation to update any forward-looking statement contained in this Quarterly
Report.
Results of Operation
We had no operations other than organizational activities and generated no
revenue during the quarters ended March 31, 2003 and 2002.
Plan of Operation
We intend to provide services to manage the clinical and financial aspects of
non-network healthcare services. We intend to provide a platform for select
companies in this environment to consolidate and create sufficient critical mass
to provide access to capital and professional management, build a common
technology backbone, open new markets, and reinvest in the professional staff to
create a larger revenue opportunity. We will do so initially through
acquisitions followed closely with an integration strategy utilizing technology
for expense and operating synergies.
Related Party Transaction
The Company's Chief Executive Officer and Chief Financial Officer also hold
similar positions with Lifen, Inc. This company advanced certain moving and
equipment installation costs for the benefit of itself and the Company. That
portion advanced for the benefit of the Company was repaid in full to Lifen,
Inc. in December, 2002
Liquidity and Capital Resources
At March 31, 2003, the Company's current liabilities exceeded its current assets
by $236,306. We had cash on hand of $61. We believe that additional working
capital in the amount of $500,000 will need to be raised in the form of debt,
equity or some other financing to meet our anticipated cash needs for at least
the next 12 months. There can be no assurance that such financing will be
available to the Company in an amount and on terms acceptable to us.
The Company has funded its cash needs over the periods covered by this Report
with cash on hand, cash contributed by its officers and directors, and the sale
of stock to certain accredited investors. Failure to raise such additional
6
capital could have a material adverse effect upon the Company's growth and
development plans and could result in the Company going out of business.
Item 3. Controls and Procedures
Based on their evaluation, as of a date within 90 days of the filing of this
Form 10-QSB, the Company's Chief Executive Officer and Chief Financial Officer
have concluded the Company's disclosure controls and procedures (as defined in
Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934) are
effective.
There have been no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None
Item 3. Default 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.
(a) Exhibits
Exhibit 99.1 Certification of James D. Durham, Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification of Lawrence M. Davis, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports Filed on Form 8-k
None
7
SIGNATURES
In accordance with the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed in
its behalf by the undersigned, thereunto duly authorized
Dated: May 20, 2003 FIRST MEDICAL RESOURCES CORPORATION
By: /s/ James D. Durham
------------------------------
James D. Durham
Chief Executive Officer
By: /s/ Lawrence M. Davis
-------------------------------
Lawrence M. Davis
Chief Financial Officer
8
CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, James D. Durham, Chief Executive Officer and Chairman of Board of the
Registrant, First Medical Resources Corp., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of First Medical
Resources Corp.;
2. 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;
3. 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;
4. 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 of the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation of the Evaluation Date;
5. 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
6. 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 the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 20, 2003 By: /s/ James D. Durham
--------------------------------
James D. Durham
Chief Executive Officer
and Chairman of the Board
9
CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Lawrence M. Davis, Chief Financial Officer and Secretary of the Registrant,
First Medical Resources Corp certify that:
1. I have reviewed this quarterly report on Form 10-QSB of First Medical
Resources Corp.;
2. 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;
3. 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;
4. 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 of the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation of the Evaluation Date;
5. 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
6. 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 the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May 20, 2003 By: /s/ Lawrence M. Davis
--------------------------------
Lawrence M. Davis
Chief Financial Officer
and Secretary
10