After hours news-
To my untrained eye it appears that they are issuing 12.5 million shares. Could a trained eye verify this, please?
MEDICAL STAFFING SOLUTIONS INC Files SEC form 8-K/A, Change in Assets
http://biz.yahoo.com/e/050803/mssi.ob8-k_a.html
Form 8-K/A for MEDICAL STAFFING SOLUTIONS INC
3-Aug-2005
Change in Assets
Item 2.01. Acquisition Or Disposition Of Assets
Medical Staffing Solutions, Inc., a Nevada corporation (MSSI) entered into an asset purchase agreement (the Purchase Agreement) on June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of MSSI ( Purchaser), Nurses PRN, LLC, a Florida limited liability company (the Target) and the members listed therein (collectively, the Members, and together with MSSI, Purchaser and the Target, the Parties). The Parties agreed to close the transaction in escrow subject to the confirmation of delivery to the escrow agent (the Agent) of those certain escrow documents listed in Schedule A to the Confirmation of Closing in Escrow, dated June 16, 2005, and provided herewith as Exhibit 99.18.
Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of the assets, properties, privileges, rights, interests, business and goodwill belonging to the Target, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (the Purchased Assets). The Purchased Assets include all cash items, securities and financial instruments of the Target, all Fixed Assets, Accounts Receivable, Real Property Leases, Intellectual Property, Material Contracts, Files and Records and Goodwill (as each term is defined in the Purchase Agreement).
As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement and 2,500,000 shares to a creditor. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000).
In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities (as defined in the Purchase Agreement) including (a) a Three Hundred Sixty Five Thousand Four Hundred Eighty Seven and 50/100 Dollar ($365,487.50) note payable issued to Jeff Dowling by the Purchaser; (b) a Two Hundred Fifty Thousand Dollar ($250,000) note payable to Aftabe Adamjee by the Purchaser and
(c) certain general payables as set forth in Schedule 1.4 of the Purchase Agreement.
Use the above link to view the entire document.
To my untrained eye it appears that they are issuing 12.5 million shares. Could a trained eye verify this, please?
MEDICAL STAFFING SOLUTIONS INC Files SEC form 8-K/A, Change in Assets
http://biz.yahoo.com/e/050803/mssi.ob8-k_a.html
Form 8-K/A for MEDICAL STAFFING SOLUTIONS INC
3-Aug-2005
Change in Assets
Item 2.01. Acquisition Or Disposition Of Assets
Medical Staffing Solutions, Inc., a Nevada corporation (MSSI) entered into an asset purchase agreement (the Purchase Agreement) on June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of MSSI ( Purchaser), Nurses PRN, LLC, a Florida limited liability company (the Target) and the members listed therein (collectively, the Members, and together with MSSI, Purchaser and the Target, the Parties). The Parties agreed to close the transaction in escrow subject to the confirmation of delivery to the escrow agent (the Agent) of those certain escrow documents listed in Schedule A to the Confirmation of Closing in Escrow, dated June 16, 2005, and provided herewith as Exhibit 99.18.
Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of the assets, properties, privileges, rights, interests, business and goodwill belonging to the Target, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (the Purchased Assets). The Purchased Assets include all cash items, securities and financial instruments of the Target, all Fixed Assets, Accounts Receivable, Real Property Leases, Intellectual Property, Material Contracts, Files and Records and Goodwill (as each term is defined in the Purchase Agreement).
As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement and 2,500,000 shares to a creditor. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000).
In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities (as defined in the Purchase Agreement) including (a) a Three Hundred Sixty Five Thousand Four Hundred Eighty Seven and 50/100 Dollar ($365,487.50) note payable issued to Jeff Dowling by the Purchaser; (b) a Two Hundred Fifty Thousand Dollar ($250,000) note payable to Aftabe Adamjee by the Purchaser and
(c) certain general payables as set forth in Schedule 1.4 of the Purchase Agreement.
Use the above link to view the entire document.
