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 JUNE 30, 2006
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)
11919 Sunray Avenue, Suite B, Baton Rouge, LA 70816
(Address of principal executive offices)(Zip Code)
225-291-2239
(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 by
12b-2. Yes [ ]
The number of shares outstanding of the Company's common stock as of June 30,
2006 is shown below:
Title of Class Number of Shares Outstanding Common Stock, par value $.001 per
share 44,544,361.
Documents Incorporated by Reference: None
CONSOLIDATED MEDICAL MANAGEMENT, INC.
FORM 10-QSB
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1 - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition or Plan of
Operations
Item 3 - Controls and Procedures
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURES
F-2
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of the company are set forth beginning on page F-1.
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
AS USED HEREIN, THE TERM "COMPANY" REFERS TO CONSOLIDATED MEDICAL MANAGEMENT
INC. UNLESS OTHERWISE INDICATED. CONSOLIDATED UNAUDITED INTERIM FINANCIAL
STATEMENTS INCLUDING A BALANCE SHEET FOR THE COMPANY AS OF THE QUARTER ENDED
JUNE 30, 2006, STATEMENT OF OPERATIONS, AND STATEMENT OF CASH FLOWS FOR THE
INTERIM PERIOD UP TO THE DATE OF SUCH BALANCE SHEET AND THE COMPARABLE PERIOD OF
THE PRECEDING YEAR ARE ATTACHED AS PAGES 3 THROUGH 5 AND ARE INCORPORATED HEREIN
BY THIS REFERENCE.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
F-2
CONSOLIDATED MINERALS MANAGEMENT, INC.
(A MONTANA CORPORATION)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
------
JUNE 30, 2006 DECEMBER 31, 2005
------------------ --------------------
Current Assets
--------------
Cash $ -0- $ -0-
------------------ --------------------
Total Current Assets -0- -0-
Oil & Gas Properties - Non Producing 60,000 60,000
Notes Receivable 2,506,000 2,506,000
Investment in Intercontinental Fuel, LLC 1,600,000 1,600,000
------------------ --------------------
Total Assets $ 4,166,000 $ 4,166,000
================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Current Liabilities
-------------------
Accounts Payable & Accrued Expenses 583,536 469,536
Debentures & Notes Payable 500,000 500,000
------------------ --------------------
Total Current Liabilities 1,083,536 969,536
Notes Payable - Long Term Portion 0 0
Debenture Payable - Dr. Zehr 2,000,000 2,000,000
Note Payable - Dr. Zehr 600,000 600,000
------------------ --------------------
Total Long-Term Liabilities 2,600,000 2,600,000
Total Liabilities $ 3,683,536 $ 3,569,536
Commitments and Contingencies: -
--------------------
Stockholders' Equity
--------------------
Preferred Stock
20,000,000 authorized shares, par value $.001 $ - $ -
no shares issued and outstanding
Common Stock
0.001 par value, 50,000,000 shares authorized 44,544,361
shares issued and outstanding as of June 30, 2006, 2006 and 44,544 44,544
44,544,223 shares issued and outstanding as of December
31, 2005.
Additional Paid-in-Capital 4,332,172 4,332,172
Retained Earnings (Deficit) (3,894,252) (3,780,252)
------------------ --------------------
Total Stockholders' Equity (Deficit) 482,464 596,464
------------------ --------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 4,166,000 $ 4,166,000
================== =====================
F-3
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(A MONTANA CORPORATION)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-------------------------------- -------------------------------
2006 2005 2006 2005
- -------------- --------------- --------------- ---------------
Revenues $ - $ - $ - $ -
--------
Operating Expenses
Consulting 57,000 57,000 114,000 114,000
Other Expenses 0 1,965 0 5,505
--------------- --------------- --------------- ---------------
Total Operating Expenses $ 57,000 $ 58,965 $ (114,000) $ (119,505)
Income (Loss) from Operations (57,000) (58,965) (114,000 (119,505)
Other Income (Expenses)
Interest Expense 0 -0- 0 0
--------------- --------------- --------------- ---------------
Income (Loss) before
Income Taxes $ (57,000) $ (58,965) $ (114,000) $ (119,505)
Income Tax Expense - - - -
--------------- --------------- --------------- ---------------
Net Income (Loss) $ (57,000) $ (58,965) $ (114,000) $ (119,505)
=============== =============== =============== ===============
Net Income (Loss)/Share $ (0.001 ) $ (0.001) (.0025) (.027)
=============== =============== =============== ===============
F-4
CONSOLIDATED MEDICAL MANAGEMENT, INC.
(A MONTANA CORPORATION)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
2006 2005
-------------------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (57,000) $( 58,965)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by
Operating Activities:
Depreciation and Amortization - -
Non Cash Consulting and Services Paid by Stock Issue - -
(Increase) Decrease in Receivables - -
(Decrease) Increase in Accounts Payable & Accrued Expenses 57,000 58,982
(Increase) Decrease in Interest Payable -
------------- ----------
Net Cash Provided (Used) by Operating Activities $ -0- $ 17
------------- ----------
Cash Flows from Investing Activities:
-------------------------------------
0
Note Receivable - Collections - -
Oil & Gas Properties - Non Producing -
------------- ----------
Net Cash Provided (Used) by Investing Activities $ 0 $ -
------------- ----------
Cash Flows from Financing Activities:
-------------------------------------
Proceed from Notes Payable - -
Common Stock 0 -
------------- ----------
Net Cash Provided (Used) by Financing Activities $ 0 $ -
------------- ----------
Net Increase (Decrease) in Cash $ -0- $ 17
Cash, Beginning of period -0- 403
------------- ----------
Cash, End of period $ -0- $ 420
F-5
NOTE 1 - BASIS OF PRESENTATION
GENERAL
-------
The consolidated unaudited interim financial statements of the Company as of
June 30, 2006 and for the six months ended June 30, 2006, included herein have
been prepared in accordance with the instructions for Form 10QSB under the
Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X
under the Securities Act of 1933, as amended. The December 31, 2005
Consolidated Balance Sheet was derived from audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. Certain information and note 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
relating to interim consolidated financial statements.
In the opinion of management, the accompanying consolidated unaudited financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
at June 30, 2006 and 2005, and their respective cash flows for the six months
ended June 30, 2006 and 2005.
The results of operations for such periods are not necessarily indicative of
results expected for the full year or for any future period. These financial
statements should be read in conjunction with the audited consolidated financial
statements as of December 31, 2005 and related notes included in the Company's
Form 10-KSB filed with the Securities and Exchange Commission.
ORGANIZATION
CMMI was originally incorporated as a mining company. In 1985, the Company
ceased its mining operations and discontinued all business operations in 1990.
During 1998, since the acquisition of Consolidated Medical Management, Inc.
(Louisiana) the Company initially focused its efforts on the continuation of the
business services offered by CMMI-LA. These services focused on the delivery of
turn-key management services for the home health industry, predominately in
south Louisiana. The Company exited the medical business in December of 2000 and
in August 2001 the Company decided to refocus on the oil and gas industry.
CMMI has since decided to narrow its focus on the fuel distribution and terminal
business and the related opportunities that may create.
F-6
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
ACCOUNTING METHOD
-----------------
Accounting policies of the Company conform to the generally accepted accounting
principles and reflect practices appropriate to the industry in which it
operates. The significant policies are summarized below.
CASH FLOWS AND CONCENTRATION OF CREDIT RISK
-------------------------------------------
Cash consists principally of demand deposits at commercial banks. These
balances, as reflected in the bank's records, are insured by the Federal Deposit
Insurance Corporation up to $100,000. At December 31, 2005 and June 30, 2006,
the Company's deposits did not exceed the insured limits.
EARNINGS PER COMMON SHARE
-------------------------
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation. The Company does not have any dilutive securities as of June
30, 2006.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements requires management to make estimates
and assumptions that affect reported earnings. The estimates and assumptions are
evaluated on an on-going basis and are based on historical experience and on
other factors that management believes are reasonable. Estimates and assumptions
include, but are not limited to commitments and contingencies.
The Company believes that the following represent the areas where more critical
estimates and assumptions are used in the preparation of the financial
statements:
LONG-LIVED ASSET IMPAIRMENTS: The Company records impairments when the carrying
amounts of long-lived assets are determined not to be recoverable. Impairment is
assessed and measured by an estimate of future cash flows expected to result
from the use of the asset and its eventual disposition. Changes in market
conditions can impact estimated future cash flows from use of these assets and
impairment charges may be required should such changes occur.
F-7
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - 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 matures on October
15, 2003. The debenture is in default.
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 per cent of the average bid price for the stock for
the immediate twenty (20) days before exercise.
NOTE 4 - COMMON AND PREFERRED STOCK
-----------------------------------
COMMON STOCK
------------
The Company's common stock is $0.001 par value, there are 50,000,000 shares
authorized as of December 31, 2005 and June 30, 2006, the Company had
44,544,361 and 44,544,223 shares issued and outstanding, respectively.
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 June
30, 2006 and December 31, 2005 there are no shares issued and outstanding.
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 to the 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.
F-8
NOTES TO FINANCIAL STATEMENTS
CONVERSION PROVISIONS
---------------------
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" of $ 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.
NOTE 5 - COMMITMENT AND CONTINGENCIES
The Company has not recognized any commitments or contingencies at this time.
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash, nor does it have
an established source of revenues sufficient to cover its operating costs
raising substantial doubt about its ability to continue as a going concern.
F-9
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,
2005. 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.
GENERAL
Consolidated Medical Management, Inc. ("CMMI"), was incorporated under the laws
of the State of Montana on August 13, 1981 under the name Golden Maple Mining
and Leaching Company, Inc. On May 23, 1998, we changed our name to Consolidated
Medical Management, Inc. In August 2001, the Company decided to refocus on the
oil and gas industry and are currently doing business as Consolidated Minerals
Management, Inc. CMMI's address was 7500 San Felipe, Suite 600, Houston, Texas
77063. In July 2003 the Company moved its offices to 11919 Sunray Avenue, Suite
B, Baton Rouge, LA 70816.
RESULTS OF OPERATIONS
For the quarter ended June 30, 2006, CMMI incurred a net loss of $ (57,000).
The loss in entirely attributable to accrual of expenses incurred for
consultants.
COMPARISON OF QUARTER ENDED JUNE 30, 2006 TO THE QUARTER ENDED JUNE 30, 2005
For the quarter ended June 30, 2006, our net loss was $ (57,000) as compared to
$(58,982) for the quarter ended June 30, 2005. The loss is attributable to the
accrual of consulting costs incurred in the second quarter.
LIQUIDITY AND CAPITAL RESOURCES
Currently, the liabilities shown on the balance sheet are current trade payables
and accrued expenses incurred in the normal course of business.
Continuing negative operating results produced a working capital deficit . The
Company's recurring negative financial results raise substantial doubt about the
Company's ability to continue as a going concern. The Company will need to
raise additional funds through additional debt or equity financing. There can be
no assurance that additional equity or debt financing will be available when
needed or on terms acceptable to the Company.
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 profitably complete energy projects, 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. The market prices of the stock of many energy companies have
fluctuated substantially, often unrelated to the operating or research and
development performance of the specific companies. Such market fluctuations
could adversely affect the market price for the Company's common stock.
F-10
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, the Company evaluates its
estimates. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. These estimates and assumptions provide a basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions, and these differences may
be material.
FORWARD-LOOKING INFORMATION - GENERAL
This report contains a number of forward-looking statements, which reflect the
Company's current views with respect to future events and financial performance
including statements regarding the Company's projections. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or those
anticipated. In this report, the words "anticipates", "believes", "expects",
"intends", "future", "plans", "targets" and similar expressions identify
forward-looking statements. Readers are cautioned to not place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof the Company undertakes no obligation to publicly revise these
forward-looking statements, to reflect events or circumstances that may arise
after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's dependence on limited cash
resources, and its dependence on certain key personnel within the Company.
Accordingly, actual results may differ, possibly materially, from the
predictions contained herein.
ITEM 3. CONTROLS AND PROCEDURES.
Timothy G. Byrd, Sr., our Chief Executive Officer and Acting Chief Accounting
Officer, has concluded that our disclosure controls and procedures are
appropriate and effective. He has evaluated these controls and procedures as of
a date within 90 days of the filing date of this report on Form 10-QSB. There
were no significant changes in our 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.
F-11
PART II
Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, and 5
are omitted.
ITEM 2. CHANGES IN SECURITIES
NONE.
The following information sets forth certain information for all securities the
Company issued from January 1, 2006 through June 30, 2006, in transactions
without registration under the Act. There were no underwriters in any of these
transactions, nor were any sales commissions paid thereon. The securities were
issued pursuant to Section 4(2) of the Act.
There were no new issuances in the second quarter of 2006.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
EXHIBIT 31.1 Certification of Chief Executive Officer pursuant to Rule
15d-14(a) of the Exchange Act
EXHIBIT 31.2 Certification of Chief Financial Officer pursuant to Rule
15d-14(a) of the Exchange Act.
EXHIBIT 32.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes Oxley Act of 2002, with respect to the
registrant's quarterly report on Form 10QSB for the quarter
ended June, 2006
EXHIBIT 32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906
Of the Sarbanes Oxley Act of 2002, with respect to the
Registrant's quarterly report on Form 10QSB for the quarter
Ended June 30, 2006.
F-12
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, there unto duly authorized, in the City of Baton
Rouge, Louisiana, on August 20, 2006.
CONSOLIDATED MEDICAL MANAGEMENT, INC.
By: /s/ Timothy G. Byrd, Sr.
---------------------------
Timothy G. Byrd, Sr.
Chief Executive Officer,
Acting Chief Accounting Officer, and Director
F-13