UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
Commission File #2-89616
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
MONTANA
(State or other jurisdiction of incorporation or organization)
82-0369233
(IRS Employer Identification Number)
2500 City West Boulevard, Suite 300, Houston, TX 77042
(Address of principal executive offices)
(281) 209-9800
(Registrant's telephone no., including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
Title of Class
Number of Shares Outstanding
as of November 15, 2007
Common Stock,
par value $.001 per share
49,544,226
Transitional Small Business Disclosure Format (Check one): Yes [] No [X]
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED MEDICAL MANAGEMENT, INC.
Consolidated Balance Sheets
AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
(Unaudited)
| Sept 30 2007 |
| December 31 2006 |
ASSETS |
|
|
|
Cash in bank | $ 170,892 |
| $ 14,223 |
Accounts receivable, net of allowances | 142,945 |
| 137,945 |
Inventory | 18,910 |
| 0 |
Total current assets | 332,747 |
| 152,168 |
|
|
|
|
Equipment, net of depreciation of $14,354 and $654,226 | 134,615 |
| 2,872,473 |
Land | 0 |
| 300,000 |
Goodwill | 1,500,000 |
| 1,500,000 |
Intangible assets, net of amortization | 6,812 |
| 11,920 |
Notes and interest receivable Deposits | 1,042,708 1,200 |
| 1,091,813 0 |
Total non-current assets | 2,685,335 |
| 5,776,206 |
|
|
|
|
TOTAL ASSETS | $ 3,018,082 |
| $ 5,928,374 |
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
|
|
|
Accounts payable and accrued liabilities | $ 1,992,728 |
| $ 1,691,300 |
Notes payable – current portion | 295,415 |
| 1,880,183 |
Debenture payable | 0 |
| 2,350,000 |
Stock payable | 22,500 |
| 37,500 |
Interest payable | 173,333 |
| 60,833 |
Other payables | 24,000 |
| 38,278 |
Total current liabilities | 2,507,976 |
| 6,058,094 |
|
|
|
|
Notes payable | 1,539,555 |
| 1,500,000 |
|
|
|
|
TOTAL LIABILITIES | 4,047,531 |
| 7,558,094 |
|
|
|
|
SHAREHOLDERS’ DEFICIT |
|
|
|
Preferred stock, $.001 par value, 20,000 shares authorized, no shares outstanding | 0 |
| 0 |
Capital stock, $0.001 par value, 50 million shares authorized, 49,544,226 and 44,544,226 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively | 49,544 |
| 44,544 |
Additional paid in capital | 5,066,975 |
| 4,332,172 |
Deficit from operation | (6,145,968) |
| (6,006,436) |
Total shareholders’ deficit | (1,029,449) |
| (1,629,720) |
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 3,018,082 |
| $ 5,928,374 |
The accompanying notes to the financial statements are an integral part of these financial statements.
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(A MONTANA CORPORATION)
Consolidated Statements of Operations
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(Unaudited)
| Quarter Ended Sept 30, 2007 |
| Quarter Ended Sept 30, 2006 | Nine Months Ended Sept 30, 2007 |
| Nine Months Ended Sept 30, 2006 |
REVENUES AND GROSS MARGINS |
|
|
|
|
|
|
Revenues | $ 634,498 |
| $ -0- | $ 1,398,850 |
| $ -0- |
Cost of product sales | 220,031 |
| -0- | 487,085 |
| -0- |
Gross margin on sales | 414,467 |
| -0- | 911,765 |
| -0- |
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
Payroll and related expenses | 4,722 |
| -0- | 58,374 |
| -0- |
Terminal management | 96,000 |
|
| 165,500 |
|
|
General and administrative | 74,473 |
| -0- | 199,307 |
| -0- |
Legal and professional | 40,724 |
| -0- | 429,853 |
| -0- |
Consulting fees | 87,391 |
| 57,000 | 797,303 |
| 171,000 |
Repairs | 300 |
|
| 16,829 |
|
|
Amortization of intangible assets | 1,703 |
|
| 5,109 |
|
|
Depreciation expense | 8,352 |
|
| 126,615 |
|
|
Operating supplies | 921 |
|
| 9,899 |
|
|
Total operating expenses | 314,586 |
| 57,000 | 1,808,789 |
| 171,000 |
|
|
|
|
|
|
|
OPERATING INCOME (LOSS) | 99,881 |
| (57,000) | (897,024) |
| (171,000) |
|
|
|
|
|
|
|
OTHER INCOME AND EXPENSES |
|
|
|
|
|
|
Interest income | 19,480 |
|
| 57,207 |
|
|
Interest expense Other income | (64,061) 2,137 |
| (143,430) 21,968 |
| ||
Gain from lawsuit | 9,426 |
|
| 821,747 |
|
|
Total other income and expense | (33,018) |
|
| 757,492 |
|
|
|
|
|
|
|
|
|
NET INCOME/(LOSS) | $ 66,863 |
| $ (57,000) | $ (139,532) |
| $ (171,000) |
|
|
|
|
|
|
|
Net loss per share, basic | $ .001 |
| $ (0.001) | $ (0.003) |
| $ (0.004) |
|
|
|
|
|
|
|
Net loss per share, fully diluted (50,000,000 shares 2007 and 44,544,226 shares 2006) See Note 8 | .001 |
| (0.001) | (0.003) |
| (0.004) |
|
|
|
|
|
|
|
Weighted average shares outstanding | 49,544,226 |
| 44,544,226 | 47,657,779 |
| 44,544,226 |
The accompanying notes to the financial statements are an integral part of these financial statements.
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(A MONTANA CORPORATION)
Consolidated Statement of Changes in Stockholders’ Deficit
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
(Unaudited)
|
| Shares |
| Amount |
| Additional Paid in Capital |
| Retained Deficit |
| Total |
|
|
|
|
|
|
|
|
|
|
|
| Balance December 31, 2006 | 44,544,226 |
| $44,544 |
| $4,332,172 |
| $(6,006,436) |
| $(1,629,720) |
The accompanying notes to the financial statements are an integral part of these financial statements.
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(A MONTANA CORPORATION)
Consolidated Statements of Cash Flows
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(Unaudited)
| 2007 |
| 2006 |
Cash Flows from Operating Activities: |
|
|
|
Net Loss | $ (139,532) |
| $ (171,000) |
Adjustments to Reconcile net loss to net cash provided by operating activities: |
|
|
|
Depreciation and amortization | 131,724 |
| - |
Stock issued for services and compensation | 724,803 |
| - |
Gain on lawsuit settlement | (821,747) |
| - |
Change in operating assets and liabilities: |
|
|
|
Accounts receivable | (5,000) |
| - |
Inventory Deposits | (18,910) (1,200) |
| - |
Accounts payable and accrued liabilities | 413,656 |
| 171,000 |
|
|
|
|
Net cash provided by operating activities | 283,794 |
| - |
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
Purchase of equipment | (149,320) |
| - |
Principal payments on notes receivable | 49,105 |
| - |
|
|
|
|
Net cash used in investing activities | (100,215) |
| - |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
Proceeds from the exercise of warrants/options | 15,000 |
| - |
Principal payments on note payable | (41,910) |
|
|
Net cash used in financing activities | (26,910) |
| - |
|
|
|
|
Net change in cash and cash equivalents | 156,669 |
| - |
Cash and cash equivalents, beginning of period | 14,223 |
| - |
Cash and cash equivalents, end of period | $ 170,892 |
| $ - |
|
|
|
|
Cash paid for: |
|
|
|
Interest | - |
| - |
Income taxes | - |
| - |
|
|
|
|
Non-cash transactions: |
|
|
|
Exchange of debenture payable for equipment | $185,892 |
| - |
The accompanying notes to the financial statements are an integral part of these financial statements. |
|
|
|
CONSOLIDTED MEDICAL MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Consolidated Medical Management, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Consolidated Medical Management, Inc’s Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2006 as reported elsewhere in this Form 10-QSB have been omitted.
Stock-based compensation
In 2006, CMMI began issuing options to purchase common stock to employees as compensation. CMMI records as compensation expense the fair value of such shares as calculated pursuant to Statement of Financial Accounting Standard No.
123R, Accounting for Stock-Based Compensation ("SFAS No. 123R"), recognized over the related requisite service period. CMMI accounts for stock-based compensation issued to non-employees in accordance with the provisions of SFAS No. 123R and EITF No. 96-18, "Accounting for Equity Instruments That Are Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services". For accounting purposes, the value of common stock issued to non-employees and
consultants is determined based on the fair value of the services received or the fair value of the equity instruments issued, whichever value it more reliably measurable. CMMI utilizes a standard option pricing model, the Black-Scholes model, to measure the fair value of stock options granted.
NOTE 2-LEASE COMMITMENTS
There were no lease commitments at December 31, 2006. The company entered into a lease commitment March 23, 2007. IFL agreed to lease the terminal from 17617 Aldine Westfield Road, LLC for 18 months at $15,000 per month with an option to purchase the terminal for $3.55 million during the lease term. CMMI has evaluated this lease and determined this lease qualifies as an operating lease for accounting purposes.
NOTE 3 - NOTES RECEIVABLE
Stuart Sundlun - On November 6, 2003, Mr. Stuart Sundlun acquired 1200 units in Intercontinental Fuels, LLC (IFL) from CMMI. Part of the purchase price was a note from Mr. Sundlun dated November 6, 2003, bearing interest of 10% per annum in the amount of $750,000. This note is secured by 600 units of IFL being held in attorney escrow and released pursuant to the sales agreement. In the event that Mr. Sundlun does not acquire the remaining 600 units in accordance with the sales agreement, the unreleased units will revert to CMMI.
NOTE 4 - NOTES PAYABLE
|
2007 |
2006 |
|
|
Note payable to Stuart Sundlun dated August 7, 2006 bearing interest of 10% per annum, due August 7, 2011. |
1,500,000 |
1,500,000 |
|
Note payable to Gulf Coast Fuels no interest bearing interest due on demand |
275,000 |
250,000 |
|
Note payable to Gulf Coast Fuels no interest bearing interest due on demand |
0 |
100,000 |
|
Note payable to Dr. David Zehr, bearing interest of 5%, due on demand |
0 |
600,000 |
|
Note payable to Dr. David Zehr, bearing interest of 4%, due on demand |
0 |
150,000 |
|
Note payable to North American Reserve Corp, non interest bearing, due on demand |
0 |
725,730 |
|
Note payable to Suntrust Bank (auto) bearing interest of 8.99% per annum with 72 monthly payments of 857.86, due 6/17/2013 |
45,920 |
0 |
|
Note payable to Greenway bearing interest of 8.5% per annum with 24 monthly payments of $4,750, maturing December 2007 |
14,050 |
54,453 |
|
Total notes payable |
1,834,970 |
3,380,183 |
|
Less current portion |
(295,415) |
(1,880,183) |
|
Long term note payable |
$1,539,555 |
$1,500,000 |
NOTE 5 - CONVERTIBLE DEBENTURES AND NOTES PAYABLE
The Company issued Debenture No. 299 in the amount of $ 350,000 on April 15, 2003. The debenture bears interest at the rate of 5% per annum and matured on October 15, 2003.
The Company issued Convertible Debenture No. 300 on April 15, 2003. The debenture bears interest at the rate of 5% per annum and matures on April 15, 2006. The debenture is convertible after April 15, 2004 into $2,000,000 of common stock at a cost per share of seventy percent of the average bid price for the stock for the immediate twenty (20) days before exercise.
These Debentures were cancelled as part of the lawsuit settled March 23, 2007.
NOTE 6 - STOCK
COMMON STOCK
The Company's common stock has a par value of $0.001. There are 50,000,000 shares authorized as of September 30, 2007 and December 31, 2006. As of September 30, 2007 and December 31, 2006 the Company had 49,544,226 and 44,544,226 shares issued and outstanding, respectively.
During April 2007, Messrs. Byrd and Wooley each exercised 2,500,000 options into 2,500,000 shares of common stock for $15,000. There was no common stock activities other than this exercise during the nine month period ended September 30, 2007.
PREFERRED STOCK
In 1998, the Company amended its articles to authorize Preferred Stock. There are 20,000,000 shares authorized with a par value of $0.001. The shares are non-voting and non-redeemable by the Company. The Company further designated two series of its Preferred Stock: "Series 'A' $12.50 Preferred Stock" with 2,159,193 shares of the total shares authorized and "Series "A" $8.00 Preferred Stock," with the number of authorized shares set at 1,079,957 shares. As of September 30, 2007 and December 31, 2006 there are no shares issued and outstanding.
Any holder of either series may convert any or all of such shares into shares of common stock of the Company at any time. Said shares shall be convertible at a rate equal to three (3) shares of common stock of the Company for each one (1) share of Series "A" $12.50 Preferred Stock. The Series "A" 12.50 Preferred Stock shall be convertible, in whole or in part, at any time after the common stock of the Company shall maintain an average bid price per share of at least $12.50 for ten (10) consecutive trading days.
Series "A" $8.00 Preferred Stock shall be convertible at a rate equal to three (3) shares of common stock of the Company for each one (1) share of Series "A" $8.00 Preferred Stock. The Series "A" $8.00 Preferred Stock shall be convertible, in whole or in part, at any time after the common stock of the Company shall maintain an average bid price per share of at least $8.00 for ten (10) consecutive trading days.
The preferential amount payable with respect to shares of either Series of Preferred Stock in the event of voluntary or involuntary liquidation, dissolution, or winding-up, shall be an amount equal to $5.00 per share, plus the amount of any dividends declared and unpaid thereon.
DIVIDENDS
Dividends are non-cumulative, however, the holders of such series, in preference to the holders of any common stock, shall be entitled to receive, as and when declared payable by the Board of Directors from funds legally available for the payment thereof, dividends in lawful money of the United States of America at the rate per annum fixed and determined as herein authorized for the shares of such series, but no more, payable quarterly on the last days of March, June, September, and December in each year with respect tot he quarterly period ending on the day prior to each such respective dividend payment date. In no event shall the holders of either series receive dividends of more than percent (1%) in any fiscal year. Each share of both series shall rank on parity with each other share of preferred stock, irrespective of series, with respect to dividends at the respective fixed or maximum rates for such series.
NOTE 7 - EARNINGS PER SHARE
Earnings per share for the nine months ended September 30, 2007 is computed as follows:
| Income (Numerator) |
Shares (Denominator) |
Per-Share Amount |
|
| Net income (Loss) | (139,532) | ||
| Basic EPS | |||
|
Income (Loss) available to common stockholders |
(139,532) | 47,657,779 | (0.003) |
| Effective Dilutive EPS | |||
|
Income (Loss) available to common stockholders |
(139,532) | 50,000,000* | (0.003) |
*As of September 30, 2007, CMMI has 49,544,226 shares outstanding. There are 33,760,000 shares authorized for issuance to officers, directors and others. These directors and others have signed an agreement not to force CMMI to issue more shares than those that are authorized. CMMI only has 50,000,000 shares authorized in its Articles of Incorporation. It cannot legally issue
more shares than the total number authorized by our Articles of Incorporation. Therefore, for purposes of the above calculation, it is assumed that all of CMMI’s authorized shares (50,000,000) are outstanding, rather than the full 81,294,226 that are committed. If the full committed amount were used, the Diluted EPS would be (0.002).
NOTE 8 - STOCK OPTIONS / STOCK WARRANTS
The Company’s employment agreement with Mr. Byrd provides that he will be paid a salary of $156,000 per year. In 2005, his employment agreement provided for a salary of $96,000. Mr. Wooley’s employment agreements for 2005 and 2006 provided for the same compensation. However, during 2005 and 2006, Mr. Byrd’s and Wooley’s salaries accrued but were not paid due to the Company’s severe cash flow problems. Mr. Byrd and Wooley may require the Company to pay the accrued amounts at any time.
In 2006, Mr. Byrd and Wooley elected to convert part of their accrued salaries into CMMI stock. As a result, the Company agreed to issue Mr. Byrd and Wooley 5,000,000 shares each of common stock based upon the market value of $0.01 per share in December 2006. This excess value of the stock above the amount owed is additional compensation to Mr. Byrd and Wooley. Although neither Mr. Byrd nor Mr. Wooley purchased any of the shares authorized for issuance to them in 2006, on April 13, 2007, they each exercised and were issued 2,500,000 shares of common stock. The financials reflect a remaining expense of $15,000 for these shares using a market price of $.01 per share.
On April 3, 2007, Mr. Byrd and Wooley elected to convert part of their accrued salaries into CMMI stock. To that end, the Company issued 12,000,000 options to each officer to purchase 12,000,000 shares of stock for $0.03 cents per share. Each officer relinquished $100,000 of accrued compensation for the options. Using the Black-Scholes valuation model, and an expected life of two years, volatility of 262%, and a discount rate of 4.57% the Company has determined the aggregate value of the 24,000,000 five year warrants to be $717,412. As the warrants are fully purchased and vested, this resulted in a net expense to the Company of $517,412.
The Company awarded Ms. Behrens 750,000 shares of restricted stock in 2006. None of these shares have actually been issued to her, however. The Company awarded these shares to Ms. Behrens for her service as a director in 2004, 2005 and 2006. This resulted in an accrued expense of $7,500 for these shares based upon the fair market value of the shares the date of issuance.
In September 2007 the Company entered into a consulting agreement with Mr. Steve Haag to provide investor relations services. In addition to monthly compensation, Mr. Haag is entitled to 500,000 options, vesting ratably over 8 quarters, through August 30, 2009, priced at 166,667 shares at .15, .25, and .35, each. Using the Black-Scholes valuation model, and an expected life of 3.5 years, volatility of 271.33%, and a discount rate of 4.53% the Company has determined the aggregate value of the 500,000 seven year options to be $59,126, the vested amount of $7,391 was recorded as stock based compensation expense during the nine month period ended September 30, 2007.
NOTE 9 – LAWSUIT SETTLEMENT
In 2005, a lawsuit was filed putting IFL’s ownership of the terminal in question. At the time of these lawsuits, CMMI’s note to NARC was in default. The amount outstanding under the note was $725,733. In addition, CMMI’s debentures to Dr. Zehr in the principal amount of $2,350,000 plus accrued interest were in default. This resulted in a gain recognized during the nine month period ended September 30, 2007 of $821,747.
On March 23, 2007 the Company settled all litigation with all parties to this transaction. In the settlement, IFL released its claim of ownership of the terminal in favor of NARC. 17617 Aldine Westfield Road, LLC, an entity controlled by Dr. Zehr, then purchased the terminal from NARC for total consideration of $1.55 million ($150,000 in cash and a $1.4 million note). Simultaneously with these transactions, IFL agreed to lease the terminal from 17617 Aldine Westfield Road, LLC for 18 months at $15,000 per month with an option to purchase the terminal for $3.55 million at the end of the lease. In return for the lease, all debentures owed to Dr. Zehr were extinguished.
As a result of these transactions, all claims by and against all parties except Peoples were released. In addition, all liens pending on IFL’s property were released.
NOTE 10 – SUBSEQUENT EVENT
On November 12, 2007 Mr. Byrd and Wooley elected to each return 9,000,000 of the options discussed in note 8 above. In exchange for these options, Mr. Byrd and Wooley will be entitled to a pro-rata share of their original accrued salaries payable in cash.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS.
The following discussion should be read in conjunction with our unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in our audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31, 2006. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.
RESULTS OF OPERATIONS
For the quarter ended September 30, 2007, CMMI had net income of $66,863 or $0.001 per share. For the same period in 2006, our net loss was $(57,000).
We incurred a net loss of $(139,532) for the nine months ended September 30, 2007. This compares to a net loss of $(171,000) for the same period in 2006.
Consulting expenses continued to be the greatest detractor from our financial results. For the nine months ended September 30, 2007, these expenses amounted to $797,303.
OFF-BALANCE SHEET ARRANGEMENTS
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
RISK FACTORS
Although the Company is now an operating entity and its financial results have improved greatly, CMMI still continues to sustain operating losses due to the accrual of large amounts of consulting fees and legal and professional fees. If these fees continue at their current pace without additional revenue, the Company’s performance will be further harmed.
The market price of the Company's common stock has fluctuated significantly since it began to be publicly traded in 1998 and may continue to be highly volatile. Factors such as the ability of the Company to achieve development goals, ability of the Company to compete in the petroleum distribution industry, the ability of the Company to raise additional funds, general market conditions and other factors affecting the Company's business that are beyond the Company's control may cause significant fluctuations in the market price of the Company's common stock. Such market fluctuations could adversely affect the market price for the Company's common stock.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures. As of September 30, 2007, the Company's chief executive officer and acting chief accounting officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and acting chief accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal controls. There were no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the period ended September 30, 2007, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
On July 20, 2007, the Company filed suit against its former investment banking firm, CapNet Securities, Inc. (“CapNet”) in the 189th District Court of Harris County, Texas.
The suit alleges that CapNet misappropriated and conspired with others to misappropriate 3,000,000 shares of CMMI stock that CMMI had instructed CapNet to acquire from a private party. After purchasing the shares, CapNet deposited them into the account of a CapNet affiliate, CNRE Investments #1 LLC, in breach of CapNet’s duty to CMMI. CapNet then refused to return the shares to CMMI upon CMMI’s demand.
The suit alleges that these actions constituted breach of fiduciary duty and conversion and seeks monetary damages equal to the market value of
the stock converted by CapNet. The suit also seeks a declaratory judgment as to CMMI’s and CapNet’s rights, status, and legal obligations under various legal documents.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
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
EXHIBIT INDEX
EXHIBIT 31.1
Certification of Chief Executive Officer and Acting Chief Accounting Officer pursuant to Rule 15d-14(a) of the Exchange Act
EXHIBIT 32.1
Certification of Chief Executive Officer and Acting Chief Accounting Officer pursuant to 18 U.S.C. Section 1350
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on August 14, 2007.
CONSOLIDATED MEDICAL MANAGEMENT, INC.
By: /s/ Timothy G. Byrd, Sr.
---------------------------------------------
Timothy G. Byrd, Sr.
Chief Executive Officer, Acting Chief Accounting Officer, and Director
CERTIFICATION PURSUANT TO RULE 15d-14(a) OF THE EXCHANGE ACT
I, Timothy G. Byrd, Sr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Consolidated Medical Management, Inc.;
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 officers 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 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 the end of the period covered by this report
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions) 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 officers and I have indicated in this quarterly report whether 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.
Date: November 13, 2007
/s/ Timothy G. Byrd, Sr.
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Timothy G. Byrd, Sr.
Chief Executive Officer and Acting
Chief Accounting Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING CHIEF ACCOUNTING OFFICER OF
CONSOLIDATED MEDICAL MANAGEMENT, INC. PURSUANT TO 18 U.S.C. 1350
I, Timothy G. Byrd, Sr., the Chief Executive Officer and Acting Chief Accounting Officer of Consolidated Medical Management, Inc. hereby certify that to my knowledge, Consolidated Medical Management's periodic report on Form 10-QSB for the period ended September 30, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the periodic report on Form 10-QSB and the financial statements contained therein fairly presents, in all material respects, the financial condition and results of the operations of Consolidated Medical Management, Inc.
Date: November 13, 2007
/s/ Timothy G. Byrd, Sr.
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Timothy G. Byrd, Sr.,
Chief Executive Officer
Consolidated Medical Management, Inc.