Attached files
| file | filename |
|---|---|
| EX-31 - EXH 31 - Plures Technologies, Inc./DE | exh31cmsf2010.htm |
| EX-32 - EXH32 - Plures Technologies, Inc./DE | exh32cmsf2010.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
Commission file number 1-12312
CMSF CORP.
(Name of registrant as specified in its charter)
California 95-3880130
(State of incorporation) (I.R.S. Employer Identification No)
980 Enchanted Way, Suite 201, Simi Valley, California 93065
(Address of principal executive offices)
Issuer’s telephone number: (805) 370-3100
Indicate by check mark whether the issuer (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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES __ NO__
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.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company x
Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act)
YES_X_ NO
Number of shares outstanding of each of the issuer’s classes of common stock, as of April 30, 2010: 176,811,208 shares of common stock, no par value.
Transitional Small Business Disclosure Format:
YES___ NO X
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CMSF CORP.
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INDEX
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PAGE
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PART I - FINANCIAL INFORMATION
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Item 1. Condensed Financial Statements
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Condensed Balance Sheets as of March 31, 2010 (Unaudited)
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and September 30, 2009
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3
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Condensed Statements of Operations for the Three
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Months Ended March 31, 2010 and 2009 (Unaudited)
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4
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Condensed Statements of Operations for the Six Months
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Ended March 31, 2010 and 2009 (Unaudited)
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5
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Condensed Statement of Shareholders' Deficiency
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for the Six Months Ended March 31, 2010 (Unaudited)
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6
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Condensed Statements of Cash Flows for the Six
Months Ended March 31, 2010 and 2009 (Unaudited)
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7 | ||
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Notes to the Condensed Financial Statements (Unaudited)
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8
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Item 2.
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Management’s Discussion and Analysis of Financial Condition
and Results of Discounted Operations
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10
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Item 4T.
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Controls and Procedures
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12
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PART II - OTHER INFORMATION
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13
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Item 5
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Other Information
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Item 6
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Exhibits
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Signature
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Exhibit 31
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Certification Pursuant to Section 302 of the
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Sarbanes-Oxley Act of 2002
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Exhibit 32
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Certification Pursuant to Section 906 of the
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Sarbanes-Oxley Act of 2002
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CMSF CORP.
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CONDENSED BALANCE SHEETS
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March 31,
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September 30,
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2010
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2009
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ASSETS
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(Unaudited)
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Total Assets
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$ | - | $ | - | ||||
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LIABILITIES AND SHAREHOLDERS' DEFICIENCY
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Current Liabilities:
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Accounts payable
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$ | 6,591 | $ | 18,861 | ||||
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Notes payable
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- | 2,850,000 | ||||||
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Total Liabilities
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6,591 | 2,868,861 | ||||||
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Shareholders' Deficiency:
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Common stock, no par value; authorized 500,000,000 shares;
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issued and outstanding 176,061,208 and 56,224,194 shares
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22,378,726 | 19,457,319 | ||||||
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Accumulated Deficit
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(22,385,317 | ) | (22,326,180 | ) | ||||
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Total Shareholders' Deficiency
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(6,591) | (2,868,861 | ) | |||||
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Total Liabilities and Shareholders' Deficiency
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$ | - | $ | - | ||||
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See accompanying notes to Condensed Financial Statements
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CMSF CORP.
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CONDENSED 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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2010
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2009
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Sales
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$ | - | $ | - | ||||
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Cost of sales
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- | - | ||||||
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Gross Profit
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- | - | ||||||
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General and administrative expenses
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(14,091 | ) | - | |||||
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Interest expense
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- | (43,767 | ) | |||||
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Loss from continuing operations
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(14,091 | ) | (43,767 | ) | ||||
| Discontinued Operations | ||||||||
| Income from discontinued operations | - | 39,343 | ||||||
| Gain on disposal of discontinued operations | - | 313,176 | ||||||
| - | 352,519 | |||||||
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Net income (loss)
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$ | (14,091 | ) | $ | 308,752 | |||
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Weighted average number of common shares outstanding:
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(basic and diluted):
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176,061,208 | 31,696,480 | ||||||
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Earnings per common share - basic and diluted:
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Loss from continuing operations
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Loss from discontinued operations
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- | - | ||||||
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Net income (loss) per share
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$ | (0.00 | ) | $ | (0.01 | ) | ||
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See accompanying notes to Condensed Financial Statements
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CMSF CORP.
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CONDENSED STATEMENTS OF OPERATIONS
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(Unaudited)
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Six Months Ended
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March 31,
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2010
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2009
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Sales
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$ | - | $ | - | ||||
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Cost of sales
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- | - | ||||||
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Gross Profit
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- | - | ||||||
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General and administrative expenses
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(54,760 | ) | - | |||||
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Interest expense
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(4,377) | (88,507 | ) | |||||
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Loss from continuing operations
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(59,137 | ) | (88,507 | ) | ||||
| Discontinued Operations | ||||||||
| Income from discontinued operations | - | 14,896 | ||||||
| Gain on disposal of discontinued operations | - | 313,176 | ||||||
| - | 328,072 | |||||||
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Net income (loss)
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$ | (59,137 | ) | $ | 239,565 | |||
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Weighted average number of common shares outstanding:
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(basic and diluted):
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149,354,070 | 24,156,997 | ||||||
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Earnings per common share - basic and diluted:
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Loss from continuing operations
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Loss from discontinued operations
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- | 0.01 | ||||||
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Net income (loss) per share
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$ | (0.00 | ) | $ | 0.01 | |||
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See accompanying notes to Condensed Financial Statements
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CMSF CORP.
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CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIENCY
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Six Months Ended March 31, 2010
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(UNAUDITED)
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Common Stock
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Accumulated
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Shares
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Amount
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Deficit
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Total
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Balance at October 1, 2009
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56,224,194 | $ | 19,457,319 | $ | (22,326,180 | ) | $ | (2,868,861 | ) | |||||||
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Fair value of common stock issued for payment of interest expense
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437,669 | 4,377 | - | 4,377 | ||||||||||||
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Common stock issued for cash
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6,703,246 | 67,030 | - | 67,030 | ||||||||||||
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Common stock issued for conversion of notes payable
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113,446,099 | 2,850,000 | - | 2,850,000 | ||||||||||||
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Net loss for the six months ended March 31, 2010
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- | - | (59,137 | ) | (59,137 | ) | ||||||||||
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Balance at March 31, 2010
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176,061,208 | $ | 22,378,726 | $ | (22,385,317 | ) | $ | (6,591 | ) | |||||||
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See accompanying notes to Condensed Financial Statements
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CMSF CORP.
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CONDENSED STATEMENTS OF CASH FLOWS
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(Unaudited)
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Six Months Ended
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March 31,
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2010
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2009
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net (loss) income
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$ | (59,137 | ) | $ | 239,565 | |||
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Income from discontinued operations
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- | 328,072 | ||||||
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Loss from continuing operations
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(59,137 | ) | (88,507 | ) | ||||
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Adjustments to reconcile loss from continued operations to net
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cash used in operating activities of continued operations:
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Fair value of common stock issued for payment of interest expense
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4,377 | 88,507 | ||||||
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Decrease in accounts payable
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(12,270 | ) | - | |||||
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Net cash used in operating activities
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(67,030 | ) | - | |||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from the sale of common stock
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67,030 | (210,840 | ) | |||||
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Net cash provided by financing activities
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67,030 | (210,840 | ) | |||||
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NET INCREASE IN CASH AND CASH EQUIVALENTS
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- | - | ||||||
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CASH AND CASH EQUIVALENTS, beginning of period
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- | - | ||||||
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CASH AND CASH EQUIVALENTS, end of period
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$ | - | $ | - | ||||
| Supplemental Cash Flow Information | ||||||||
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Cash paid for:
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Interest
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$ | - | $ | - | ||||
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Income taxes
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$ | 800 | $ | 824 | ||||
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Supplemental Noncash Investing and Financing Activities
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Common stock issued upon conversion of notes payable
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$ | 2,850,000 | $ | - | ||||
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See accompanying notes to Condensed Financial Statements
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CMSF CORP.
Notes to Condensed Financial Statements
Six Months Ended March 31, 2010
(Unaudited)
Note 1: Basis of Presentation
The accompanying condensed financial statements of CMSF Corp (the “Company”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and related footnotes included in the Company’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of March 31, 2010, and the statements of its operations for the three month and six month periods ended March 31, 2010 and 2009 have been included. The results of operations for interim periods are not necessarily indicative of the results which may be realized for the full year.
Organization
Effective April 21, 2009, in connection with the closing of the sale of operating assets and liabilities, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000. As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.
The Company and its Lenders negotiated an extension of the maturity date of the $2,850,000 in convertible debt to October 9, 2009. On October 9, 2009, the entire $2,850,000 of debt was converted into 113,446,099 shares of common stock based on the debt conversion terms in the original convertible debenture and the subsequent conversion agreement for the remaining outstanding debt. Additionally the Company issued 437,669 shares of common stock for accrued but unpaid interest on the notes through the conversion date of October 9, 2009, at a price of $0.01 per share.
Going Concern
The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The condensed financial statements reflect the discontinued operating assets and liabilities and the discontinued operations for the periods covered in this report.
The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell. The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity. However, the Company has not entered into any merger agreements and there can be no assurance that such an agreement can be entered into or on terms that would be favorable to the Company and its shareholders.
Note 2: Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Earnings (loss) per Common Share
Basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.
Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In computing diluted earnings per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Additionally, diluted earnings per share assume that any dilutive convertible debentures outstanding at the beginning of each period were converted at those dates, with related interest and outstanding common shares adjusted accordingly.
Warrants to purchase approximately 325,000 shares of common stock at various prices exceeding $0.01 per share were outstanding during the three and six months ended March 31, 2010 but were not included in the computation of diluted earnings per share for this period because the respective warrant exercise prices were greater than the average market price of the common shares during those periods, and their effect would be anti-dilutive.
Warrants to purchase approximately 1,740,094 shares of common stock at various prices exceeding $0.01 per share were outstanding during the three and six months ended March 31, 2009 but were not included in the computation of diluted earnings per share for this period because the respective warrant exercise prices were greater than the average market price of the common shares during those periods, and their effect would be anti-dilutive. The convertible debentures to purchase approximately 94,112,766 shares of common stock were not included in the computation of diluted earnings per share because the effect of conversion would be anti-dilutive.
Recent Accounting Pronouncements
In August 2009, the FASB issued ASU 2009-05, which amends ASC 820 to provide further guidance on measuring the fair value of a liability. It primarily does three things: 1) sets forth the types of valuation techniques to be used to value a liability when a quoted price in an active market for the identical liability is not available, 2) clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input of adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability, and 3) clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market, when no adjustments to the quoted price of the asset are required, are Level 1 fair value measuremens. This standard became effective for the Company beginning in the first quarter of fiscal 2010. The Company's adoption of ASU 2009-05 did not have a material impact on its financial position, results of operations or liquidity.
In January 2010, the FASB issued Update No. 2010-6, "Improving Disclosures About Fair Value Measurements" (" ASU 2010-6"), which requires reporting entities to make new disclosures about recurring or nonrecurring fail-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which are effective for annual periods beginning after December 15, 2010. The Company is currently evaluating the effect of this update on its financial position, results of operations and liquidity.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.
Note 3: Notes Payable
The Company and its Lenders negotiated an extension of the maturity date of the $2,850,000 in convertible debt to October 9, 2009. On October 9, 2009, the entire $2,850,000 of debt was converted into 113,446,099 shares of common stock based on the debt conversion terms in the original convertible debenture and the subsequent conversion agreement for the remaining outstanding debt. Additionally the Company issued 437,669 shares of common stock for accrued but unpaid interest on the notes through the conversion date of October 9, 2009, at a price of $0.01 per share.
Note 4: Equity
During the six months ended March 31, 2010, the Company received approximately $67,030 from the sale of 6,703,246 shares of unregistered common stock to RENN Capital Group at a price of $0.01 per share. The Company used the funds to complete the sale of the operations including all professional and other fees related to the sale and ongoing filings with the Securities and Exchange Commission.
Note 5: Stock Warrants
A summary of changes in outstanding warrants during the three months are presented below:
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Number of
Shares
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Weighted
Average
Exercise
Price
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Aggregate
Intrinsic
Value
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Weighted Average
Remaining Contractual
Term (Months)
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Warrants outstanding at
September 30, 2009
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325,000 | $ | 1.01 | |||||||||||||
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Warrants granted
Warrants expired
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--------- | -------- | ||||||||||||||
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Warrants outstanding
at December 31, 2009
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325,000 | $ | 1.01 | $ | ----- | 9 | ||||||||||
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Warrants exercisable at
December 31, 2009
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325,000 | $ | 1.01 | $ | ----- | 9 | ||||||||||
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Warrants exercisable at
September 30, 2009
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325,000 | $ | 1.01 | |||||||||||||
The following table summarizes information about warrants outstanding at December 31, 2009.
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Outstanding Exercisable
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Weighted Average Weighted Average
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Exercise
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Life
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Exercise
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Exercise
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Price
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Warrants
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(Months)
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Price
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Warrants
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Price
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| $ | 0.86 | 150,000 | 11 | 0.86 | 150,000 | $ | 0.86 | |||||||||||||||
| 1.14 | 175,000 | 7 | 1.14 | 175,000 | 1.14 | |||||||||||||||||
| $ | 0.86-$1.14 | 325,000 | $ | 1.01 | 325,000 | $ | 1.01 | |||||||||||||||
Note 6: Discontinued Operations
Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”) who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s common stock were amended to make such indebtedness so convertible at $0.01 per share. The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary; the sale of all or substantially all of the assets of the Subsidiary; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company; or an initial public offering of the Subsidiary.
In accordance with the provision of FASB guidance, we have classified revenues and expenses and profit and loss of the sold business as discontinued operations. The following table sets forth the results of operations related to discontinued operations for the three and six months ended March 31, 2009.
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Three Months
Ended
March 31, 2009
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Six Months
Ended
|
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Revenues
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$ | 285,793 | $ | 488,877 | ||||
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Expenses
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(246,450 | ) | (473,981 | ) | ||||
| Net income | 39,343 | 14,896 | ||||||
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Net gain on disposal
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313,176 | 313,176 | ||||||
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Income from discontinued operations
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$ | 352,519 | $ | 328,072 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report contains forward-looking statements. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this section. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended September 30, 2009, the Quarterly Reports on Form 10-Q filed by the Company and any Current Reports on Form 8-K by the Company.
The following discussion and analysis should be read in conjunction with the condensed financial statements and notes thereto in this quarterly report.
Overview
Prior to April 1, 2009, the Company had been engaged in the development, marketing and sale of data storage management software. Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”), who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s Common Stock were amended to make such indebtedness so convertible at $0.01 per share. The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary Company; the sale of all or substantially all of the assets of the Subsidiary for; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company; or an initial public offering of the Subsidiary. The purchased assets included the name “CaminoSoft,” the data storage management software and personal property.
Effective October 9, 2009, all outstanding RENN Indebtedness (including accrued interest) was converted into an aggregate of 113,883,770 shares of unregistered common stock.
Effective April 21, 2009, in connection with the closing, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000. As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.
Three-Month Periods Ended March 31, 2010 and March 31, 2009, Discontinued Operations
During the current quarter, the Company had net interest expense of approximately $4,377 for interest on notes payable from October 1 to October 9, 2009. On October 9, 2009, the entire balance of notes payable due to RENN managed funds was converted into 113,446,099 shares and accrued but unpaid interest was converted into 437,669 shares.
During the current three month period the Company incurred approximately $40,669 in expenses relating to the public shell. During the quarter RENN Capital Group managed funds purchased 5,953,246 shares of common stock at a price of $0.01 per share to pay for ongoing public company expenses.
Six-Month Periods Ended March 31, 2010 and March 31, 2009, Discontinued Operations
During the current six months, the Company had net interest expense of approximately $4,377 for interest on notes payable from October 1 to October 9, 2009. On October 9, 2009, the entire balance of notes payable due to RENN managed funds was converted into 113,446,099 shares and accrued but unpaid interest was converted into 437,669 shares.
During the current six month period the Company incurred approximately $54,760 in expenses relating to the public shell. During the six month period RENN Capital Group managed funds purchased 6,703,246 shares of common stock at a price of $0.01 per share to pay for ongoing public company expenses.
LIQUIDITY AND CAPITAL RESOURCES
On October 9, 2009, the entire $2,850,000 of debt was converted into 113,446,099 shares of common stock based on the debt conversion terms in the original convertible debenture and the subsequent conversion agreement for the remaining outstanding debt, and 437,669 shares of common stock for interest on the notes were issued through the conversion date of October 9, 2009, at a price of $0.01 per share and 6,703,246 shares of common stock were issued for cash investment at a price of $0.01 per share.
Going Concern
The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell. The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity. However, the Company has not entered into any merger agreements and there can be no assurance that such an agreement can be entered into or on terms that would be favorable to the Company and its shareholders.
Recent Accounting Pronouncements
In August 2009, the FASB issued ASU 2009-05, which amends ASC 820 to provide further guidance on measuring the fair value of a liability. It primarily does three things: 1) sets forth the types of valuation techniques to be used to value a liability when a quoted price in an active market for the identical liability is not available, 2) clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability, and 3) clarifies that both a quoted price in an active market for the identical liability at the measureement date and the quoted price for the identical liability when traded as an asset in an active market, when no adjustments to the quoted price of the asset are required, are Level 1 fair value measurements. This standard became effective for the Company beginning in the first quarter of fiscal 2010. The Company's adoption of ASU 2009-05 did not have a material impact on its financial position, results of operations or liquidity.
In January 2010, the FASB issued Update No. 2010-6, "Improving Disclosures About Fair Value Measurements" (ASU 2010-6"), which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which are effective for annual periods beginning after December 15, 2010. The Company is currently evaluating the effect of this update on its financial position, results of operations and liquidity.
Item 4T Controls and Procedures
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(a)
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As of the end of the period covered by this report, our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on their evaluation, the chief executive officer (“CEO”) and chief financial officer (“CFO”) concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2010.
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(b)
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Changes in Internal Controls Over Financial Reporting
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There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter the Company received approximately $7,500 in cash in return for 750,000 shares of unregistered common stock. The Company used the funds to pay the overhead expense of the public shell for management consulting, legal and accounting and stock transfer agent fees related to the ongoing filings with the Securities and Exchange Commission. CMSF Corp. currently has no operations as a public shell. The unregistered shares will be issued to RENN Capital Group funds as soon as practicable. The sale was exempt from the regulation requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Item 6. Exhibits
Exhibit 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURE
In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CMSF CORP
Date: May 10, 2010 /s/ Stephen Crosson
Stephen Crosson, Chief Executive Officer and
Chief Financial Officer