UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-53941
VIRTUAL MEDICAL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
851 Devon Ave
Los Angeles, California 90024
(Address of principal executive offices, including zip code.)
(310) 470-2616
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date
25,367,541 as of March 31, 2012.
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Page
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Financial Statements.
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3
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3
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4
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5
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6
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Controls and Procedures.
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10
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Risk Factors.
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11
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Exhibits.
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11
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12
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13
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PART I. – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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VIRTUAL MEDICAL INTERNATIONAL, INC.
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Consolidated Balance Sheets
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(Unaudited)
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March 31,
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December 31,
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2012
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2011
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ASSETS
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CURRENT ASSETS
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Cash
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$
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811
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$
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2,123
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Total Current Assets
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811
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2,123
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FIXED ASSETS
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Equipment, net of accumulated depreciation of $30
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1,067
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-
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OTHER ASSETS
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Investment in securities available for sale, (net of market
adjustment of $537,600 and $705,600, respectively)
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672,000
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134,400
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Total Assets
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$
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673,878
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$
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136,523
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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CURRENT LIABILITIES:
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Accounts payable
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$
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49,812
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$
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70,756
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Consulting payable – related party
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23,886
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21,575
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Note payable
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54,000
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4,000
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Note payable - related party
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51,553
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51,553
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Total Current Liabilities
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179,251
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147,884
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Stockholders’ equity (deficit)
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Preferred stock, $.00001 par, 50,000,000 shares authorized,
44,479,500 shares issued and outstanding
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445
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445
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Common stock, $.00001 par, 250,000,000 shares authorized
25,367,541 shares issued and outstanding, respectively
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254
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254
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Additional paid-in capital
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83,291,570
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83,291,570
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Accumulated other comprehensive loss
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(168,000)
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(705,600)
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Accumulated deficit
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(82,629,642)
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(82,598,030)
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Total Stockholders’ Equity (Deficit)
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494,627
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(11,361)
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Total Liabilities and Stockholders’ Equity (Deficit)
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$
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673,878
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$
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136,523
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The accompanying notes are an integral part of these unaudited financial statements.
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VIRTUAL MEDICAL INTERNATIONAL, INC.
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Consolidated Statements of Operations
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(Unaudited)
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Three Months Ended
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March 31,
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2012
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2011
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Total Revenues
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$
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36,516
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-
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OPERATING EXPENSES:
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Legal fees
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13,230
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4,614
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Accounting fees
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4,740
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8,555
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Office expense
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3119
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License and fees
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938
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7,016
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Consulting and outside services
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35,539
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-
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Meals and entertainment
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2,668
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Travel and automobile
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1,498
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-
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Website
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5,485
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-
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Depreciation
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30
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-
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Total operating expenses
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67,247
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20,185
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OPERATING LOSS
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(30,731)
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(20,185)
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OTHER EXPENSES:
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Interest expense
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(881)
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-
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Total other expenses
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(881)
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-
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NET LOSS BEFORE OTHER COMPREHENSIVE
LOSS
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(31,612)
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(20,185)
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OTHER COMPREHENSIVE GAIN (LOSS)
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Unrealized gain (loss) in investments available for sale
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537,600
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(672,000)
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Total comprehensive income (loss)
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537,600
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(672,000)
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COMPREHENSIVE INCOME (LOSS)
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$
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505,988
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$
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(692,185)
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Weighted average number of shares - basic and diluted
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25,367,541
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25,367,541
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Basic and diluted net loss per share
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$
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(0.00)
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$
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(0.00)
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The accompanying notes are an integral part of these unaudited financial statements.
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VIRTUAL MEDICAL INTERNATIONAL, INC.
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Consolidated Statements of Cash Flows
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(Unaudited)
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Three Months Ended
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March 31,
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2012
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2011
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Cash Flows From Operating Activities
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Net loss
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$
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(31,612)
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$
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(20,185)
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Adjustments to reconcile net income (loss) to net cash
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used in operating activities:
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Depreciation
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30
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-
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Changes in assets and liabilities:
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Accounts payable and accrued expenses
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(20,945)
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(14,801)
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Consulting payable – related party
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2,312
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-
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Total Cash Used in Operating Activities
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(50,215)
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(34,986)
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Cash Flows From Investing Activities
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Purchase of fixed assets
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(1,097)
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-
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Total Cash Used in Investing Activities
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(1,097)
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-
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Cash Flows From Financing Activities
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Notes payable
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50,000
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-
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Notes payable - related party
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-
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34,986
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Total Cash Provided by Financing Activities
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50,000
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34,986
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Net Increase (Decrease) in Cash
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(1,312)
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-
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Cash at Beginning of Period
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2,123
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100
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Cash at End of Period
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$
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811
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$
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100
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Supplemental Disclosure of Cash Flow Information
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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Non-Cash transactions from investing and financing activities
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Mark to market valuation on investment
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$
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537,600
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$
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(672,000)
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The accompanying notes are an integral part of these unaudited financial statements.
VIRTUAL MEDICAL INTERNATIONAL. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Virtual Medical International, Inc., (“we”, “our”, “VMI” or the “Company”) was incorporated in the state of Nevada on July 19, 2007.
The Company is in the business of medical education through the internet. Several web based programs serve to convey to patients the risks and benefits of medical treatments in an easy to understand, yet comprehensible fashion. By using these services, patients will be able to make more informed decisions regarding their care and treatment thereby decreasing risk of a misinformed malpractice suit against a physician, hospital or other medical provider.
This decrease in risk will result in a decrease in the overall cost to malpractice liability insurance companies, which represent our primary compensation targets. The company also plans to create virtual waiting rooms where patients will be able to see physicians online twenty four hours a day.
Basis of Presentation
The unaudited financial statements of Virtual Medical International, Inc. (hereafter referred to as “VMI” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended December 31, 2011, included in the Company’s Form 10-K.
The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ended December 31, 2012.
Reclassifications
Certain reclassifications have been made to prior period’s balances to conform to classifications used in 2012.
NOTE 2 – GOING CONCERN
The Company has an accumulated deficit as of March 31, 2012, and has only recently started to generate revenue. Current revenues are not sufficient to sustain current operations. Currently the Company has minimal cash and will have to raise additional capital through the sale of equity securities.
These conditions and uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if VMI is unable to continue as a going concern.
VIRTUAL MEDICAL INTERNATIONAL. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 – INVESTEMENT IN SECURITIES AVAILABLE FOR SALE
The Company held 1,680,000 shares of common stock of Entertainment Arts Research, Inc. as of December 31, 2011 and March 31, 2012. The securities had a fair value of $672,000 and $134,400 as of March 31, 2012 and December 31, 2011, respectively resulting in an unrealized gain of $537,600. The securities are classified and measured for fair value as a Level 1 item under ASC 820.
NOTE 4 – RELATED PARTY TRANSACTIONS
The current CEO of VMI, Frank D’ Ambrosio advanced VMI $19,567 through March 31, 2012. This amount bears no interest, is unsecured and due on demand.
As of March 31, 2012, the Company owes Nicholas D’Ambrosio $26,986, shareholder of the Company. These advances are unsecured, due on demand, and bear 2% interest.
As of March 31, 2012, the Company owes director and shareholder $5,000 for advances made in 2011. The advance is unsecured, due on demand, and bears no interest.
As of March 31, 2011, the Company owes Dr. Kahn, director of the Company $23,886 for services provided to the Companies worker compensation patients.
NOTE 5 – NOTE PAYABLE
During the quarter ended March 31, 2012, the Company borrowed from an unrelated party $50,000. This advance is unsecured, due on demand and bears no interest.
As of March 31, 2012, VMI owes Marc Stein, an unrelated party $4,000. This advance is unsecured, due on demand, and bears interest at 2% annually.
NOTE 6 – SUBSEQUENT EVENTS
The Company evaluated events through the date of this filing and determined there were none requiring disclosure.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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This section of the quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results of our predictions.
We are a start-up corporation and have generated or realized limited revenues from our business operations. Our auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2011. The Company has now begun to generate limited revenue.
Results of Operations
During the three months ended March 31, 2012, we had revenues of $36,516 and incurred operating expenses of $67,247, which were primarily legal, accounting and consulting fees. During the comparable three month period ended March 31, 2011, the Company had no revenues and incurred operating expenses of $20,185, which primarily consisted of legal, accounting and license fees.
For the period ending March 31, 2012, the Company experienced an unrealized gain in investments available for sale in the amount of $537,600 as a result of an increase in the market value of the investment. There was an unrealized losses from investments of $672,000 for the period ending March 31, 2011.
We own and operate two public portal websites: Explain My Surgery.com and Explain My Chiropractic Care.com. The purpose of each site is to provide patients with an easy to understand, interactive information system that educates patients, allows them to understand the risks, benefits and alternatives to surgical or chiropractic intervention.
Financial Condition
Cash remained virtually unchanged from December 31, 2011 to March 31, 2012, decreasing from $2,123 to $811. Most current operating expenses were paid through the normal course of business, however several were paid through borrowings from a third party. Accounts payable and accrued liabilities decreased from $70,756 as of December 31, 2011 to $49,811 as of March 31, 2012. Consulting payable decreased from $21,575 as of December 31, 2011 to $23,886 as of March 31, 2012. In order to pay current operating expenses, on March 1, 2012 the Company borrowed $50,000 from a third party of the Company. The Company also owns 1,680,000 shares of common stock of Entertainment Arts, Inc., which trades on the over-the-counter pink sheets. The market price of the stock was $.40 per share on March 31, 2012, which resulted in a market value of $672,000. The price increased by 500% from the previous quarter. The common stock of Entertainment Arts, Inc. is thinly traded and Virtual medical does not intend to sell this stock in the short-term.
Liquidity
The Company has limited capital resources and may have to rely upon the additional sale of equity securities in order to continue in business. There is no assurance that financing, whether debt or equity, will be available to the Company at any particular time, or could be obtained on terms satisfactory to the Company.
Our common stock is thinly traded on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA).
Preferred Stock
We currently have 44,479,500 shares of preferred stock outstanding.
Capital Resources
The Company owns no property or assets other than 1,680,000 restricted shares of common stock with a market price as of March 31, 2012 of $0.40 per share or approximately $672,000.
Contractual Obligations
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Payments due by periods
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Obligations
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Total
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Less than
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1-3 Years
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3-5 Years
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More than
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1 year
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5 years
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Long-Term Debt Obligations
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-0-
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-0-
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-0-
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-0-
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-0-
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Capital (Finance) Lease Obligations
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-0-
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-0-
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-0-
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-0-
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-0-
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Operating Lease Obligations
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-0-
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-0-
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-0-
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-0-
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-0-
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Purchase Obligations
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-0-
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-0-
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-0-
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-0-
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-0-
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Other Long Term Liabilities
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-0-
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-0-
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-0-
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-0-
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-0-
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Total
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-0-
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-0-
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-0-
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-0-
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-0-
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Changes in Accounting Policies
We did not change our accounting policies during 2012 or 2011.
Off-Balance Sheet Arrangements
During the three months ended March 31, 2012, we did not have any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:
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The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.
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The Company does not have a comprehensive and formalized accounting and procedures manual.
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There were no changes in our internal control over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation.
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S-1
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3/16/09
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3.1
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3.2
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Bylaws.
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S-1
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3/16/09
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3.2
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4.1
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Specimen Stock Certificate.
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S-1
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3/16/09
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4.1
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10.1
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Consulting Agreement – Greg Ruff.
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8-K
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9/16/10
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10.1
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10.2
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Consulting Agreement – Robert Tassinari.
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8-K
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9/16/10
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10.2
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10.3
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Agreement with Entertainment Arts Research.
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8-K
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9/16/10
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10.1
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10.4
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Agreement with Entertainment Arts Research.
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8-K
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12/10/10
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10.1
|
|
|
|
|
|
|
|
|
|
31.1
|
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
99.1
|
Audit Committee Charter.
|
10-K
|
4/12/10
|
99.1
|
|
|
|
|
|
|
|
|
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
4/12/10
|
99.2
|
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|
|
X
|
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 14
th
day of May, 2012.
|
|
VIRTUAL MEDICAL INTERNATIONAL, INC.
|
|
|
(the “Registrant”)
|
|
|
|
|
|
|
|
|
|
BY:
|
FRANCIS d’AMBROSIO
|
|
|
|
Francis d’Ambrosio
|
|
|
|
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
|
|
Incorporated by reference
|
Filed
|
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|
|
|
|
|
|
3.1
|
Articles of Incorporation.
|
S-1
|
3/16/09
|
3.1
|
|
|
|
|
|
|
|
|
|
3.2
|
Bylaws.
|
S-1
|
3/16/09
|
3.2
|
|
|
|
|
|
|
|
|
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
3/16/09
|
4.1
|
|
|
|
|
|
|
|
|
|
10.1
|
Consulting Agreement – Greg Ruff.
|
8-K
|
9/16/10
|
10.1
|
|
|
|
|
|
|
|
|
|
10.2
|
Consulting Agreement – Robert Tassinari.
|
8-K
|
9/16/10
|
10.2
|
|
|
|
|
|
|
|
|
|
10.3
|
Agreement with Entertainment Arts Research.
|
8-K
|
9/16/10
|
10.1
|
|
|
|
|
|
|
|
|
|
10.4
|
Agreement with Entertainment Arts Research.
|
8-K
|
12/10/10
|
10.1
|
|
|
|
|
|
|
|
|
|
31.1
|
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
99.1
|
Audit Committee Charter.
|
10-K
|
4/12/10
|
99.1
|
|
|
|
|
|
|
|
|
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
4/12/10
|
99.2
|
|
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|
|
X
|
Virtual Medical (CE) (USOTC:QEBR)
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