The accompanying
notes are an integral part of the condensed financial statements.
The accompanying
notes are an integral part of the condensed financial statements.
The accompanying
notes are an integral part of the condensed financial statements.
The accompanying
notes are an integral part of the condensed financial statements.
Notes to
Condensed Financial Statements
NOTES TO
CONDENSED FINANCIAL STATEMENTS (unaudited)
NOTE 1 - BASIS OF
PRESENTATION
The accompanying
unaudited financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do no include information
or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity
with U.S. Generally Accepted Accounting Principles US GAAP. All adjustments, consisting of normal recurring accruals which, in
the opinion of management, are necessary for fair presentation of the financial statements, have been included. The results operations
for the period ended December 31, 2016, are not necessarily indicative of the results which may be expected for the entire fiscal
year or for any other period. For further information, refer to the financial statements and footnotes thereto for the year ended
December 31, 2016 included in PureSpectrum Inc.'s Form 10-K.
Certain prior year amounts have been reclassified to conform to the
2016 presentation.
NOTE 2 – RECENT
ACCOUNTING PRONOUNCEMENTS
The Company’s
management does not believe that recent codified pronouncements by the Financial Accounting Standards Board FASB will have a material
impact on the Company’s current or future financial statements.
NOTE 3 - SUMMARY
OF ORGANIZATION
PureSpectrum, Inc.
(the “Company”), formerly International Medical Staffing, Inc., is a Delaware corporation incorporated on March 21,
2007. The Company is in the business of developing, marketing, licensing, and contract manufacturing of lighting technology for
use in residential, commercial, and industrial applications worldwide.
The Company is authorized to issue 950 million shares,
consisting of (a) 900 million shares of common stock, par value $0.0001 per share and (b) 30 million shares of preferred stock,
par value $0.0001 per share, which may be issuable in one or more series. Each common share is entitled to one vote and shareholders
have no preemptive or conversion rights. As of December 31, 2016, and December 31, 2015, there were 668,186,692 and 369,375,931
common shares issued and outstanding, respectively. The Company's Board of Directors may, without further action by the shareholders,
direct the issuance of preferred stock for any proper corporate purpose with preferences, voting pow conversion rights, qualifications,
special or relative rights and privileges which could adversely affect the voting power or other rights shareholders of common
stock. As of December 31, 2016, and December 31, 2015, there were 3,150,000 and 3,000,000 shares of the Company's preferred stock
issued or outstanding, respectively. Each Series B preferred share entitles the holder thereof to five hundred (500 votes per
share and may vote on any action requiring any class of shares to vote.
NOTE 4 – GOING
CONCERN
The accompanying
financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern
and the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses
from operations of $579,465 for the year ended December 31, 2016. In addition, at December 31, 2016, the Company has an accumulated
deficit of $15,005,572 and negative working capital of $2,015,039.
These factors, among
others, raise substantial doubt about the Company’s ability to continue as a going concern.
The Company recorded
its first revenues in October 2009 and is no longer a development stage company. The Company has not yet generated sufficient
working capital to support its operations. The Company’s ability to continue as a going concern is dependent, among other
things, on its ability to minimize costs, enter into revenue generating contracts and obtain additional revenues to eventually
attain a profitable level of operations.
The Company has
been engaged in developing, marketing, licensing, and contract manufacturing of fluorescent lighting technology for use in residential,
commercial, and industrial applications worldwide. There can be no assurance that the Company will be successful in the commercialization
of the fluorescent lighting technology that will generate sufficient revenues to sustain the operations of the Company.
Management plans
to obtain additional capital investments to enable the Company to continue operations and decrease revenues in 2014. There is
no assurance that management will be able to successfully generate revenue and/or reduce expenses sufficient to attain profitability,
or continue to attract the capital necessary to support the business.
NOTE 5 - NET LOSS
PER SHARE
Basic net loss per share is computed by dividing net loss attributable to commons shareholders by the weighted average
number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share
reflects the potential dilution that could occur if securities were exercised or converted into common stock using the treasury
stock method. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common share equivalents
outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred
stock, stock options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted
net loss per share when their effect is dilutive.
|
|
Year ended December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Actual
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$
|
(579,465
|
)
|
|
$
|
(644,850
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average common shares
|
|
|
644,308,184
|
|
|
|
613,626,842
|
|
|
|
|
|
|
|
|
|
|
Basic net loss per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Historical outstanding anti-dilutive securities not included in diluted net loss per share calculation
|
|
|
|
|
|
|
|
|
Convertible debt
|
|
|
3,422,824,103
|
|
|
|
3,219,518,529
|
|
Common stock options
|
|
|
61,289,642
|
|
|
|
98,371,088
|
|
Common stock warrants
|
|
|
99,981,000
|
|
|
|
95,220,000
|
|
|
|
|
3,583,765,098
|
|
|
|
3,413,109,617
|
|
NOTE 6 – NOTES PAYABLE
Notes payable consist of the following:
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Note payable, unsecured, to shareholder at 5% interest, payable upon demand
|
|
$
|
40,089
|
|
|
$
|
44,543
|
|
Note payable, unsecured, to officer at 5% interest, payable upon demand
|
|
|
–
|
|
|
|
–
|
|
|
|
|
40,089
|
|
|
|
44,543
|
|
Less current portion
|
|
|
40,089
|
|
|
|
44,543
|
|
Long term portion
|
|
$
|
–
|
|
|
$
|
–
|
|
NOTE 7 – OPTIONS AND WARRANTS
Options and
warrants generally vest immediately upon grant. The Company has historically issued warrants related to raising capital. As
of December 31, 2016, the Company has 61,289,642 options outstanding and exercisable and 99,981,000 warrants outstanding and
exercisable. Information about stock options and warrants outstanding at December 31, 2016 and December 31, 2015 is
summarized below:
|
|
Shares
|
|
|
Weighted Average Exercise Price Per Share
|
|
|
Weighted Average Remaining Contractual Life
|
|
|
|
Warrants
|
|
|
Stock Options
|
|
|
Warrants
|
|
|
Stock Options
|
|
|
Warrants
|
|
|
Stock Options
|
|
Outstanding at December 31, 2015
|
|
|
95,220,000
|
|
|
|
58,371,088
|
|
|
|
0.863
|
|
|
|
0.069
|
|
|
|
3.68
|
|
|
|
3.86
|
|
Granted
|
|
|
4,721,000
|
|
|
|
2,918,554
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
Cancelled or Expired
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
Outstanding at December 31, 2016
|
|
|
99,981,000
|
|
|
|
61,289,642
|
|
|
|
0.906
|
|
|
|
0.073
|
|
|
|
3.86
|
|
|
|
3.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2016
|
|
|
99,981,000
|
|
|
|
61,289,642
|
|
|
|
0.906
|
|
|
|
0.073
|
|
|
|
3.86
|
|
|
|
3.38
|
|
NOTE 8
- OPERATING LEASES AND OTHER COMMITMENTS AND CONTINGENCIES
Rental of
office space and data processing equipment under operating leases were approximately $6,000 and $72,000 for the years ended
December 31, 2016 and 2015, respectively.
NOTE 9
- RELATED PARTY TRANSACTIONS
Not applicable
NOTE 10
- SUBSEQUENT EVENTS
On July
29, 2015 the Company issued a Convertible Promissory Note in the amount of $6,000. The Note is due January 29, 2016.
On July
29, 2015 the Company created a wholly owned subsidiary, Pure Spectrum Oil Inc., a Nevada corporation.