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EX-31.2 - HEALTHMED SERVICES 10K/A, CERTIFICATION 302, CFO - HEALTHMED SERVICES LTDhealthmedexh31_2.htm
EX-31.1 - HEALTHMED SERVICES 10K/A, CERTIFICATION 302, CEO - HEALTHMED SERVICES LTDhealthmedexh31_1.htm
EX-32.1 - HEALTHMED SERVICES 10K/A, CERTIFICATION 906, CEO - HEALTHMED SERVICES LTDhealthmedexh32_1.htm
EX-32.2 - HEALTHMED SERVICES 10K/A, CERTIFICATION 906, CFO - HEALTHMED SERVICES LTDhealthmedexh32_2.htm



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A- 4
 
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2009
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
Commission file number 333-152439
 
HEALTHMED SERVICES LTD.
(Exact name of registrant as specified in its charter)
 
Nevada
N/A
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
   
1905 South Eastern Avenue, Las Vegas, Nevada
89104
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: 480.229.3668
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Name of Each Exchange On Which Registered
N/A
N/A
 
Securities registered pursuant to Section 12(g) of the Act:
 
N/A
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes o     No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes o     No x
 
 
 
 
 
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 last 90 days.
Yes x     No o
 
Indicate by check mark whether the registrant ha submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)
Yes o     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer
o
Accelerated filer
o
 
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x     No o
 
The aggregate market value of Common Stock held by non-affiliates of the Registrant on March 22, 2010 was $3,229,950 based on $1.525, the average of the bid and ask prices on the OTC Bulletin Board, as of the last business day of the registrant’s most recently completed second fiscal quarter.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
6,070,000 as of March 22, 2010
 
DOCUMENTS INCORPORATED BY REFERENCE
None.
 
 
Explanatory Note
 
This Amendment number 4 on Form 10-K/A amends the annual report of Healthmed Services Ltd. (the “Company”) on Form 10-K/A- 3 for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission on February 9, 2011.    This amendment is being filed to clarify why we did not include our financial statements for the year ended December 31, 2009, in that amendment.  Accordingly, please see Item 8 of this report.
 
 
 
 
 
 
 


 
 
 
TABLE OF CONTENTS
 
 
 
 
 
 

 
 
 
PART I
 
Item 1.   Business
 
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this current report and unless otherwise indicated, the terms "we", "us", "our", "our company" and “Healthmed” mean Healthmed Services Ltd., unless otherwise stated.
 
General Overview
 
We were incorporated in the State of Nevada on September 14, 2000 under the name "Telemax Communications, Inc.”. On July 14, 2003, we changed our name to "Healthmed Services, Ltd.". We are a development stage company and have not yet generated or realized any revenues from our business operations. We have never been bankrupt, been under the control of a receiver or similar proceedings with respect to ourselves.
 
Our offices are currently located at 1905 South Eastern Avenue, Las Vegas, Nevada 89104. Our telephone number is 480.229.3668.
 
Our primary business objective is to use communications technology to provide individuals, companies and health-provider organizations with round-the-clock telephone and web-based access to medical advice, information, products and services. We intend to provide outsourced services to clients via our internet-based information and medical advice website and our proposed HealthMed North American call center, and will support our business partners around the globe by supplying the tools, technology and know-how required for the successful operation of a Health Information Center.
 
We are a development stage company with no revenue and very little cash.  Accordingly, we may not be able to acquire the resources or personnel necessary to complete, or, if completed, provide, the services we contemplate.  We may not be able to engage in the business we contemplate.
 
Effective November 10, 2008, shares of our common stock were quoted on the Over the Counter Bulletin Board.
 
 
 
 
 
 
Our Current Business
 
During the period covered by this report, our operations have been minimal.  During that period, we have devoted all of our efforts to raising money, either debt or equity, that is required for us to complete and implement our business.  Accordingly, during that period we have not achieved any accomplishments in furtherance of our business operations.  In order to generate revenue, we must raise sufficient money to complete and implement our business plan.  At such time as we raise that money, we will be able to:
 
Complete our business plan
Finish the development of our website
Develop and/or acquire software appropriate for our business plan
Hire and train the appropriate marketing personnel
 
Currently, our website is not functional.  We intend to finish the development of our website to accommodate our particular business, when we acquire sufficient funds.  The development of our website is not completed.  Our website address is healthwebltd.com.
 
Our Services
 
Initially, we intend to offer two categories of services, our online service through our HealthMed website and our call center.
 
Online Service – HealthMed
 
Through our website we intend to offer the following services:
 
Public Portal: Free interactive web site for individuals, consumers, and the general public, designed to provide health information and recommendations in simple and easy-to-use formats. This public portal should generate revenue primarily from the sale of advertising and specially-designed sponsorship programs focused around specific areas of medicine and treatments. We will not charge user fees for access to this public portal.
Private and Custom-Designed/Client Specific Portal – Health Information Centers: These web sites will utilize HealthMed’s web infrastructure and design, while benefitting from the customized web site that bears the client’s name and logos, and is tailored specifically for their employees. These secure private- labeled web sites, powered by HealthMed and accessed through the clients’ web sites or intranets, will allow employees to access their personal health records, research a variety of health and medical related topics, and give persons access to information and resources to better assist them in making personal health plan and medical treatment decisions. Private portals should generate revenue mainly through the licensing of the HealthMed web platforms and web sites, as well as fees charged for the customization and tailoring of each web site to specific client needs and requirements.
All of these web-based platforms will have multi-language capability, providing the user with the ability to select the language they prefer to view, including English, Spanish, French, Italian, German, Russian, Chinese, and Arabic.
HealthMed is currently working with Kline Interactive, a Scottsdale, Arizona, web and internet platform development company, to re-design and re-launch the HealthMed public and private internet portals/sites.
 
HealthMed Call Centers – Outsource Services
 
Through our call centers we intend to offer the following services:
 
We intend to provide a full line of health information services from our planned call centers in North America, Latin America and Europe on a per call or a captivated basis by telephone and Internet to payers, providers and end-users of medical services.
 
 
 
 
These services will be provided through qualified third-party call centers specializing in the health information and medical assistance industries.
The call centers will also provide their services in the multiple languages mentioned above.
 
Our business will depend on our ability to create, improve and maintain our web-based platforms.  We will require the services of industry personnel to create, develop, host and maintain the information provided by our web-based platforms.  Additionally, we will have to engage the services of appropriate health care professionals to provide the appropriate medical advice.
 
We may not have the resources to engage or retain the services of those personnel.  Additionally, we may be required to provide errors and omission (malpractice) insurance for those health care professionals, as a condition to engage the services of those health care professionals.
 
We can provide no guarantee or assurance that such insurance is available or, if available, we will be able to afford to obtain such insurance.
 
In the event we are unable to acquire the services of those personnel for any reason, our business may fail.
 
Additionally, our operations contemplate the use of translators which shall translate our web content into various languages.  In that regard, we cannot provide any guarantee or assurance that we will be able to obtain the services of those translators, for various reasons, including, but not limited to, our lack of resources.
 
In the event we are unable to acquire the services of those translators, our business may fail.
 
Our business may fluctuate significantly in the future as a result of a variety of factors, many of which are outside of our control.  These factors include:
 
the demand for our services;
our ability to obtain sufficient cost-effective financing;
the timely and successful implementation of our programs;
our ability to attract and retain personnel with the necessary technical knowledge and with the skill required for effective operations;
the availability of funds and timing of capital expenditures and other costs relating to the expansion of our operations; or
Government regulation and legal developments regarding our business model and general economic conditions.
 
Due to any of the factors specified above, we may not be able to execute our business plan, in which even, we may not be able to commence our anticipated business.
 
Regulation
 
The healthcare services industry is subject to extensive and complex federal and state laws and regulations related to conduct by providers.  There have been legislative and regulatory proposals to change the healthcare system in ways that could impact our ability to provide our services.  Policies may change and additional government regulations may be enacted, which could adversely affect our services and personnel.  We cannot predict the probability, nature, or extent of government regulations that may result from future legislation or administrative action.  Our business, however, is not directly impacted by or subject to the extensive and complex laws and regulations that generally govern the healthcare industry; however, the laws and regulations governing our facilities could indirectly impact our business to a certain extent.  In the future, laws or regulations may be enacted which may require us to curtail or cease our operations, which will have an adverse material effect on our business.
 
 
 
 
HIPAA Enhancements
 
We expect that the Health Insurance Portability and Accountability Act of 1996 (HIPAA) will necessitate on-going security, privacy and electronic transmission-related enhancements to software products.  If we are unable, for whatever reason to comply with HIPAA regulations, guidelines and timetables, our operations and profits may be affected adversely.
 
The Marketplace
 
Domestic Market
 
The U.S. Health Care Information market has grown to its current size as projected in the following studies:
 
Today there are over 125 million members paying on average $6.00 each per year for core services. In addition, there are more than 300 systems installed in hospitals and insurance companies, providing services valued at over $300 million.
 
Even five years ago, the thought of hopping on the internet to make decisions about personal healthcare seemed progressive if not foreign to most. Now, online trends are showing that using the internet to find healthcare information has become the norm. According to National Research and the Healthcare Market Guide (HCMG) survey, the following findings and trends show tremendous potential for internet-based health information and service providers:
 
4 out of 10 Americans are using the internet to find information about healthcare. That’s up from an average of only 1 in 10 in 2001 and demonstrates that e-health activity is surging.
8 out of 10 HCMG survey respondents reported that they would go online at some point in the future for healthcare information. This is easy to believe when popular health information websites like WebMD are fast becoming reliable, experienced information sources that have stood the test of time (WebMD turns 10 next year).
New sites like FamilyDoctor.org and Healthline.com also pack a punch when it comes to searchable health information.
41.4% of those over the age of 65 are using the internet for general health services compared to 37.6% of respondents under the age of 34.
Those who live in a household that earns over $100,000 per year are more likely (nearly 1 in 2) to use the internet to find health information.
Those in Southern states used the internet less for general health services information (36%) than those in the Mountain West (43%).
Pacific Coast residents found their physician information online (36%) more than those in the upper Midwest (26%). Despite these disparages, for the most part all states had a significant amount of residents who were online making health decision and seeking information.
 
It seems that more Americans will continue to use the internet as a healthcare resource in the future. After eliminating the partial overlap between subscribers and those with access to subsidized programs we estimate that approximately half of the US population currently has access to these programs.
 
International Market
 
Insurance companies, employers and healthcare providers in countries that are experiencing rapid economic and population growth are striving to provide basic levels of care at a reasonable cost. Governments worldwide are being asked to improve access to care while simultaneously facing budget cuts and spending caps. Yet while half of U.S. citizens are now enrolled in some type of demand management program, such programs are virtually non-existent in the majority of developing
 
 
 
countries. Our studies indicate that demand management programs can be successfully replicated in both private and public healthcare systems abroad, and that a large pool of international donor funding exists to support such efforts. In fact, a study conducted by the Americas HealthNet Committee with cooperation from the Pan American Health Organization identified over $3 billion of funds outstanding from multilateral donor institutions for health sector reform in Latin America alone.
 
Potential Customers
 
Private and Custom-Designed/Client Specific Portal & Call Centers – Health Information Centers
 
Medical-oriented websites and call center services offer savings that average four times the cost of services to insurers, HMOs, PPOs and self-insured employers by redirecting subscribers away from expensive emergency rooms to more appropriate levels of care. Payers constitute the bulk of the present $950 million market. The existing competitors for this business in the U.S., but not abroad, are well entrenched. We see the following opportunities for our company:
 
 
1.
Self Insured Employers - Employers, except for the very largest, are generally unaware of their ability to use the same cost cutting measures employed by the insurance industry because it has been difficult for the health information services to reach them. We offer on a subscription basis a suite of health information services in a convenient booklet format that is particularly applicable to this untapped market segment. Our distributor network will include third party administrators (TPAs), trade associations and employer coalitions as well as consultants and allied companies specializing in related services such as worker’s compensation.
     
 
2.
Travel Services - Insurance companies and others offering health cost protection for travelers are particularly vulnerable to unnecessary use of emergency rooms and out-of-network services. We intend to combine medical advice and referrals in a package that specifically targets this population. Our distributor network will include medical referral organizations as well as our own operators of our services abroad.
     
 
3.
Insurance Companies, HMOs, and PPOs - While virtually all large players in the US market have come to recognize the value of demand management, the market outside of the U.S., Canada and the British Commonwealth remains virtually untapped. We, therefore, will be able to offer international business partners market initiator status in their territories and the opportunity to capture the market for our suite of health information services. Our development of the most advanced application service provider (ASP) programs will put us in a unique position to seize international market share limited only by our ability to mobilize the necessary resources.
 
Providers
 
Hospitals and Medical Practices currently utilize a wide range of web sites and call center resources for health information services to attract more clients to their services through inbound and outbound programs directed at their target communities. Nurse triage and referral brings the patients to the facility. Health information, wellness, disease management, follow-up and outcomes measurement rationalize the treatment process and make it more efficient for all. After-hours triage programs mitigate the need for medical personnel to be on-call. While many of the larger institutions in the US, but not abroad, already outsource or operate their own installed systems, we see the following opportunities for our company:
 
  1. Medical Practices - The average number of after-hours calls referred to physicians by their answering services varies from less than ten per month for some specialists to more than 60 for some pediatricians. The average price per call of over $20 that prevails in the industry has limited the applicability of outsourced nurse triage to this situation.  Because of the flexibility of our software, we intend to develop streamlined protocols specifically for this market and, by doing so, will be able to reduce costs by 50% thereby opening a nationwide market for our future Med-Dial™ program.
 
 
 
 
 
 
  2. Hospitals - There are over 300 installed systems in hospitals in the US today, yet dissatisfaction with existing systems is rampant. This is especially true of the most-used CENTRAMAX system originally installed by National Health Enhancement Systems, subsequently purchased by McKesson HBOC. This conglomerate now emphasizes its outsourced services through its Access Call Center rather than support for the legacy CENTRAMAX system. We intend to roll out our less costly, more flexible ASP system in the US market in third quarter of 2009. We expect to develop marketing alliances with leading consultants, providers of hospital supplies and cost containment services to support this campaign.
 
End-Users
 
The largest market for our services lies with the 42.6 million uncovered Americans and the countless number of international citizens who do not yet benefit from the above programs. Frequently, these individuals lack an informed basis for making health care decisions. Demand for health information has made it one of the Internet’s most visited sectors (55% of all American adults online search for healthcare information, according to a Pen Internet / American Life Project study from November 2000), yet studies have consistently shown that when people get health information on the web, they want to chat with a health professional about it. This transaction provides a revenue source for web based and telephone based services alike. We intend to provide this transaction to end-users on either a per-call or annual subscription basis in which case we will frequently bundle the services with information on complementary medicines, discount drug programs and other incentives. We intend to approach the following niche markets:
 
 
1.
The Uninsured - The most recent US Census Bureau data indicate that there are 42.6 million people in the US today without medical insurance. In most other countries more than 85% of the population rely on socialized medical programs characterized by slow service and long waits. In a trend likely to spread globally, the National Health Service of Great Britain and several Provinces of Canada currently are attacking this problem by installing their own centers.
     
 
2.
The Elderly - According to the Census Bureau’s “Middle Series”, the US elderly population will more than double between 2000 and 2050 to 80 million. The most explosive growth in the US and abroad will occur within the next fifteen years.
     
 
3.
Hispanics - The Spanish-speaking population of the US is now over 32 million. Of these the Census Bureau estimates that 33% lack health insurance and that the percentage of the elderly population who are Hispanics will grow from 4% to 16%. All over the world there is a similar need for fully integrated programs in the appropriate language as offered by our company, rather than merely furnishing bi- lingual nurses, as other services do.
     
 
4.
Travelers - According to the Travel Industry Association of America, more than one billion personal trips occur each year in the US and more than 50 million international travelers visit the US. Close to one billion nights (hotel nights) of occupancy take place. One of our partners, TravelCare Health Services, Inc., has found that in-room medical assistance is requested in approximately 0.16% of occupied hotel room nights, generating 1.3 million calls and doctor’s visits annually. A call to our service helps the traveler determine the appropriate response to his particular condition and can allow for an expedited doctor visit to his site if required.
 
Our Website
 
Our website address is healthwebltd.com.  The design of our website is almost finished; however, we do not have the resources necessary to complete the design or develop that website.  Additionally, we do not know when we will have the funds necessary to complete the design and development of that website.
 
 
 
 
 
 
Subsidiaries
 
We do not have any subsidiaries.
 
Research and Development Expenditures
 
We have incurred $Nil in research and development expenditures over the last fiscal year.
 
Employees
 
Currently, we do not have any employees. We do not expect any material changes in the number of employees over the next 12 month period.
 
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
 
Intellectual Property
 
We do not own, either legally or beneficially, any patent or trademark.
 
Item 1A.   Risk Factors
 
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
 
Our Independent Auditor’s Report states that there is a substantial doubt that we will be able to continue as a going concern.
 
Our independent auditors, Gruber & Company, LLC, specify in their audit report that we are a development stage company, have a working capital deficit, have incurred losses from operations since inception, may incur further significant losses, have no sales, and are dependent on our ability to raise capital from shareholders or advances or loans from related parties, and there is a substantial doubt that we will be able to continue as a going concern.
 
This qualification clearly highlights that we will, in all probability, continue to incur expenses without significant revenues into the foreseeable future until our services gain significant popularity.  Our only source of funds to date has been the sale of our common stock and loans.  As we cannot provide any assurance that we will be able to generate enough interest in our business or that we will be able to generate any significant revenues or income, the identification of new sources equity financing is significantly more difficult, and if we are successful in closing any new financing, existing investors will experience substantially more dilution.  The ability to obtain debt financing is also severely impacted and, probably, not feasible, as we do not have revenues or profits to pay interest or principal.
 
We have no operating history and have maintained losses since inception, which we expect to continue into the future.
 
We were incorporated on September 14, 2000, and have very limited operations. We have not realized any revenues to date. Our website, although operational, requires additional work prior to us being able to generate revenue. We have no operating history at all upon which an evaluation of our future success or failure can be made. Our net loss from inception to December 31, 2009 is $186,777. Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are substantial costs and expenses associated with the development, testing and marketing of our website. We currently believe we are at least 24-36 months away from generating our first revenues. We may fail to generate revenues in the future. If we cannot attract a significant number of users, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to go out of business because we will not have the money to pay our ongoing expenses.
 
 
 
 
 
In particular, additional capital may be required in the event that:
 
the actual expenditures required to be made are at or above the higher range of our estimated expenditures;
we incur unexpected costs in completing the development of our product or encounter any unexpected technical or other difficulties;
we incur delays and additional expenses as a result of technology failure;
we are unable to create a substantial market for our website; or
we incur any significant unanticipated expenses.
 
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans and achieve a profitable level of operations.
 
If our estimates related to expenditures are erroneous our business will fail and you will lose your entire investment.
 
Our success is dependent in part upon the accuracy of our management's estimates of expenditures, which are currently budgeted at $25,000 for the next 12 months. If such estimates are erroneous or inaccurate we may not be able to carry out our business plan, which could, in a worst-case scenario, result in the failure of our business and you losing your entire investment.
 
If we do not obtain additional financing, our business will fail.
 
Our current operating funds are less than necessary to our plan of operations over the next 12 months, and therefore we will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. As well, we will not receive any funds from this registration.
 
We will require additional financing to sustain our business operations if we are not successful in earning revenues. We do not currently have any arrangements for financing and may not be able to find such financing if required.
 
If we are unable to complete the development of our website we will not be able to generate revenues and you will lose your entire investment.
 
We have not completed the development of our website and we have no contracts or licenses for the sale or use of our website. The success of our business will depend on its completion and the acceptance of our website by our potential customers. Achieving such acceptance will require significant marketing investment. Our website, once developed and tested, may not be accepted by our customers at sufficient levels to support our operations and build our business. If the proposed website that we will develop is not accepted at sufficient levels, our business will fail.
 
Our website, when developed, may contain defects that will make it more difficult for us to establish and maintain customers.
 
Despite testing during development, our website may contain undetected design faults and software errors, or "bugs," that are discovered only after it has been installed and used by customers. Any such default or error could cause delays in delivering our website or require design modifications. These could adversely affect our competitive position and cause us to lose potential customers or opportunities. In addition, our website has yet to gain widespread acceptance in the market, any delays would likely have a more detrimental impact on our business than if we were a more established company.
 
Risks Associated with Our Common Stock
 
Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.
 
Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many
 
 
 
 
factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.
 
Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.
 
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
 
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
 
Other Risks
 
Trends, Risks and Uncertainties
 
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
 
 
 
 
 
 
Item 1B.   Unresolved Staff Comments
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 2.   Properties
 
Executive Offices
 
Our executive office is located at 1905 South Eastern Avenue, Las Vegas, Nevada 89104. We rent approximately 100 square feet at a cost of $500 per month. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future. When and if we require additional space, we intend to move at that time.
 
Item 3.   Legal Proceedings
 
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
 
Item 4.   (Removed and Reserved)
 
PART II
 
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “HEME.” The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
The high and low bid prices of our common stock for the periods indicated below are as follows:
 
National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended
High
Low
December 31, 2009
$N/A(2)
$N/A(2)
September 30, 2009
$N/A(2)
$N/A(2)
June 30, 2009
$N/A(2)
$N/A(2)
March 31, 2009
$0.10
$0.10
December 31, 2008
$0.40
$0.20
September 30, 2008
$N/A(2)
$N/A(2)
June 30, 2008
$N/A(2)
$N/A(2)
March 31, 2008
$N/A(2)
$N/A(2)
 
 
National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended
High
Low
December 31, 2007
$N/A(2)
$N/A(2)
 
 
 
 
 
(1)   Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
(2)   Effective November 10, 2008, shares of our common stock were quoted on the Over the Counter Bulletin Board.
 
Our shares are issued in registered form. Holladay Stock Transfer Inc., 2939 N. 67th Street, Scottsdale, AZ 85251 (Telephone: (480) 481-3940.; Facsimile: (480) 481-3941) is the registrar and transfer agent for our common and preferred shares.
 
On March 22, 2010, the shareholders' list showed 52 registered shareholders and 6,070,000 common shares outstanding.
 
Dividend Policy
 
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
 
Equity Compensation Plan Information
 
We do not have a stock option plan in favor of any director, officer, consultant or employee of our company.
 
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
 
We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2009 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2009.
 
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
 
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2009.
 
Item 6.   Selected Financial Data
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Purchase of Significant Equipment
 
We do not intend to purchase any significant equipment over the next twelve months.
 
Personnel Plan
 
We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.
 
 
 
 
 
Results of Operations
 
For the Year Ending December 31, 2009 and 2008
 
   
Year Ended
 
   
December 31
 
   
2009
   
2008
 
Revenue
  $ Nil     $ Nil  
Operating Expenses
  $ 19,833     $ 33,614  
Net Loss
  $ (19,833 )   $ (33,614 )
 
Expenses
 
Our operating expenses for our years ended December 31, 2008 and 2007 are outlined in the table below:
 
   
Year Ended
 
   
December 31
 
   
2009
   
2008
 
General and administrative
  $ 4,454     $ 5,487  
Professional fees
  $ 15,379     $ 19,700  
Consulting fees
  $ Nil     $ 8,427  
 
Operating expenses for year ended December 31, 2009, decreased by 41% as compared to the comparative period in 2008 primarily as a result of a reduction in consulting fees.
 
Revenue
 
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
 
Equity Compensation
 
We currently do not have any stock option or equity compensation plans or arrangements.
 
Liquidity and Financial Condition
 
Working Capital
 
   
At
   
At
   
Percentage
 
   
December 31,
   
December 31,
   
Increase/
 
   
2009
   
2008
   
Decrease
 
Current Assets
  $ 8,073     $ 2,906       178 %
Current Liabilities
  $ Nil     $ Nil       Nil  
Working Capital (deficit)
  $ 8,073     $ 2,906       178 %
 
Cash Flows

   
Year Ended
   
Year Ended
 
   
December 31,
   
December 31,
 
   
2009
   
2008
 
Net Cash (Used) by Operating Activities
  $ (19,833 )   $ (33,614 )
Net Cash Provided by Investing Activities
  $ Nil     $ Nil  
Net Cash Provided by Financing Activities
  $ 25,000     $ 20,000  
Increase in Cash During the Period
  $ 5,167     $ (13,614 )
 
 
 
 
 
On June 16, 2008 the Company received $10,000 cash in contributed capital from shareholders who are not “related persons,” as that term is defined by Instruction 1 of Item 404(a) of Regulation S-K.
 
On August 21, 2008 the Company received $10,000 cash in contributed capital from  shareholders who are not “related persons,” as that term is defined by Instruction 1 of Item 404(a) of Regulation S-K.
 
On February 18, 2009, March 16, 2009 and November 3, 2009 the Company received $5,000, $10,000 and $10,000 cash in contributed capital from  shareholders who are not “related persons,” as that term is defined by Instruction 1 of Item 404(a) of Regulation S-K.
 
We estimate that we will spend approximately $5,000 on general and administrative expenses, $5,000 on website development and $5,000 on travel over the next 12 months.
 
We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.
 
We anticipate that we will be able to conduct our planned operations for 3 months using our currently available capital resources.
 
Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:
 
Estimated Funding Required During the Next 12 Months
 
Expense
 
Amount
 
General and administrative
  $ 5,000  
Website Development
  $ 5,000  
Travel
  $ 5,000  
Total
  $ 15,000  
Cash on hand, December 31, 2009
  $ 8,073  
 
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
 
Future Financings
 
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $17,000 over the next 12 months to pay for our ongoing expenses. These expenses include general and administrative, website and travel expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
 
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
 
 
 
 
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
 
Contractual Obligations
 
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
 
Going Concern
 
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
Critical Accounting Policies
 
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
 
Accounting Basis
 
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
 
Cash and Cash Equivalents
 
For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.
 
Cash Balances
 
Our company maintains our cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.
 
 
 
 
 
All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.
 
Earnings (Loss) per Share
 
The basic earnings (loss) per share are calculated by dividing our company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing our company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
 
Advertising Costs
 
Our company’s policy regarding advertising is to expense advertising when incurred. Our company had not incurred any advertising expense as of December 31, 2009.
 
Dividends
 
Our company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
 
Income Taxes
 
Our company provides for income taxes under ASC 740 “Income Taxes” which requires the use of an asset and liability approach in accounting for income taxes.
 
The standard requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to our immaterial amount, net of the allowance account, based on the likelihood of our company to utilize the loss carry-forward
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Net Income Per Common Share
 
Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. Our company has not issued any potentially dilutive common shares.
 
Revenue and Cost Recognition
 
Our company has no current source of revenue; therefore our company has not yet adopted any policy regarding the recognition of revenue or cost.
 
 
 
 
 
Recent Accounting Pronouncements
 
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles which makes the Accounting Standards Codification (ASC) the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.
 
The adoption of ASC Topic 105 did not have a material impact on our company’s financial position, cash flows or result of operations. Other recently issued or adopted accounting pronouncements are not expected to have, or did not have, a material effect on our company’s operations or financial position.
 
On July 1, 2009, we adopted authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of business combinations. It also requires the capitalization of in-process research and development at fair value and requires the expensing of acquisition-related costs as incurred. Adoption of the new guidance did not have a material impact on our financial statements.
 
On July 1, 2009, we adopted the authoritative guidance issued by the FASB that changes the accounting and reporting for non-controlling interests. Non-controlling interests are to be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control are to be accounted for as equity transactions.
 
In addition, net income attributable to a non-controlling interest is to be included in net income and, upon a loss of control, the interest sold, as well as any interest retained, is to be recorded at fair value with any gain or loss recognized in net income. Adoption of the new guidance did not have a material impact on our financial statements.
 
On July 1, 2009, we adopted the authoritative guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Adoption of the new guidance did not have a material impact on our financial statements.
 
In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, which is effective for us beginning January 1, 2010. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. We believe adoption of this new guidance will not have a material impact on our financial statements.
 
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 8. Financial Statements and Supplementary Data
 
We have not included our audited financial statements for the fiscal year ended December 31, 2009, in this amendment, as there were no changes to those financial statements; and, therefore, we are not required to include those financial statements in this amendment.
 
 
 
 

 
 
Item 9.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
On August 7, 2009, our board of directors dismissed Moore & Associates Chartered Accountants, our independent registered public account firm. On the same date, August 7, 2009, the accounting firm of Gruber & Company, LLC was engaged as our new independent registered public account firm. Our board of directors approved the dismissal of Moore & Associates and the engagement of Gruber & Company, LLC as our independent auditor. None of the reports of Moore & Associates on our financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that our audited financial statements contained in our Form 10-K for the fiscal year ended December 31, 2008 contained a going concern qualification in the our audited financial statements.
 
During our two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our
 
On August 7, 2009, we engaged Gruber & Company, LLC as our independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, we have not consulted Gruber & Company, LLC on any matter relating to accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements. Neither was a written report provided by Gruber & Company, LLC nor oral advice provided that Gruber & Company, LLC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or was there any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv) of Regulation S-K.
 
Item 9A.   Controls and Procedures
 
Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
 
As of December 31, 2009, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
 
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance
 
 
 
 
with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
 
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
 
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2009, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
 
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
 
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
 
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
 
Lack of Audit Committee: We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
 
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing audit committee members in the future.
 
Management, including our acting chief executive officer, have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
 
Presently, we are unaware of how long our ongoing and planned remediation of our identified material weaknesses in internal control over financial reporting will take.  We will not be able to complete that remediation until we have raised sufficient funds to pay for that remediation.  Additionally, we anticipate that the costs for such remediation will be approximately $1,000,000.
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
 
 
 
 
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
Item 9B.   Other Information
 
None.
 
PART III
Item 10.   Directors, Executive Officers and Corporate Governance
 
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
 
Name
Position Held
with the Company
Age
Date First Elected or Appointed
Georgios
Polyhronopoulos
Director
President, Secretary,
Treasurer
52
June 2, 2008
 
Business Experience
 
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
 
Georgios Polyhronopoulos – President, Secretary, Treasurer and Director
 
Since 2003, Mr. Polyhronopoulos has been the President and sole shareholder of Aegean Capital Management. Additionally, since 2002, he has been the President of Exo Performance Armor Ltd.
 
Mr. Polyhronopoulos graduated from Kitsilano Secondary School in 1972.
 
Family Relationships
 
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
 
Involvement in Certain Legal Proceedings
 
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
 
1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
 
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;
 
 
 
3.
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
   
4.
being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
Compliance with Section 16(a) of the Securities Exchange Act of 1934
 
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
 
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2009, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.
 
Code of Ethics
 
Effective March 4, 2009, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president and chief executive officer (being our principal executive officer), our chief financial officer (being our principal financial officer and our principal accounting officer), employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
 
 
1.
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
     
 
2.
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
     
 
3.
compliance with applicable governmental laws, rules and regulations;
     
 
4.
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
     
 
5.
accountability for adherence to the Code of Business Conduct and Ethics.
 
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics.
 
Further, all of our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our Company officers. In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate
 
 
 
 
supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to Healthmed Services Ltd. at 1905South Eastern Avenue, Las Vegas, Nevada 89104.
 
Audit Committee and Audit Committee Financial Expert
 
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.
 
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
 
Item 11.   Executive Compensation
 
The particulars of the compensation paid to the following persons:
 
 
(a)
our principal executive officer;
     
 
(b)
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2009 and 2008; and
     
 
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2009 and 2008,
 
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
 
   SUMMARY COMPENSATION TABLE   
 
 
 
 
 
 
Name
and Principal
Position
 
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
Salary
($)
 
 
 
 
 
 
 
Bonus
($)
 
 
 
 
 
 
Stock
Awards
($)
 
 
 
 
 
 
Option
Awards
($)
 
 
Non-
Equity
Incentive
Plan
Compensa-
tion
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
 
 
 
 
All
Other
Compensa-
tion
($)
 
 
 
 
 
 
 
Total
($)
Georgios
Polyhronopoulos,
President,
Secretary,
Treasurer and
Director(1)
2009
2008
 
 
Nil
Nil
 
 
Nil
Nil
 
 
Nil
Nil
 
 
Nil
Nil
 
 
Nil
Nil
 
 
Nil
Nil
 
 
Nil
Nil
 
 
Nil
Nil
 
 
 
 
 
 
David J. Scott
Former President
and Director(2)
2009
2008
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
 
 
   SUMMARY COMPENSATION TABLE   
 
 
 
 
 
Name
and Principal
Position
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
Salary
($)
 
 
 
 
 
 
Bonus
($)
 
 
 
 
 
Stock
Awards
($)
 
 
 
 
 
Option
Awards
($)
 
Non-
Equity
Incentive
Plan
Compensa-
tion
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
 
 
 
All
Other
Compensa-
tion
($)
 
 
 
 
 
 
Total
($)
Richard A.
Cooley
Former Chief
Operating Officer
and Director(3)
2009
2008
 
N/A
Nil
 
N/A
Nil
 
N/A
Nil
 
N/A
Nil
 
N/A
Nil
 
N/A
Nil
 
N/A
Nil
 
N/A
Nil
 
 
(1)
Mr. Polyhronopoulos was appointed the President, Secretary, Treasurer and a director of our company on June 2, 2008.
   
(2)
Mr. Scott was appointed the President and a director of our company in January 2004 and resigned as or President and director on June 2, 2008.
   
(3)
Mr. Cooley was appointed the Chief Operating Officer and a director of our company in September 2007 and resigned as or Chief Operating Officer and director May 2008.
 
Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
 
Stock Option Grants to our Named Executive Officers
 
As at December 31, 2009, our company did not have a stock option plan and our company did not grant any stock options to any named executive officers during the year ended December 31, 2009.
 
Outstanding Equity Awards at Fiscal Year End
 
There were no outstanding equity awards granted to any named executive officer as of December 31, 2009.
 
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values
 
There were no options outstanding, and hence no options exercised, by any named executive officers during the year ended December 31, 2009.
 
 
 
 
 
Compensation of Directors
 
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
 
Pension, Retirement or Similar Benefit Plans
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
 
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
 
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth, as of March 22, 2010, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
 
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage
of Class(1)
Georgios Polyhronopoulos
29115 N 144th Street
Scottsdale, Arizona 85262
3,592,000
59.18%
Directors and Executive Officers as a Group(1)
3,592,000 common shares
59.18%
 
(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 22, 2010. As of March 22, 2010, there were 6,070,000 shares of our company’s common stock issued and outstanding.
 
 
 

 
 
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction for the year ended December 31, 2009, in which the amount involved in the transaction exceeded $120,000.
 
Director Independence
 
We currently act with one director, consisting of Georgios Polyhronopoulos.
 
We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
 
Related Party Transactions
 
The officers and directors of our company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between our company and other business interests. Our company has not formulated a policy for the resolution of such conflicts.
 
Item 14.   Principal Accounting Fees and Services
 
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2009 and for fiscal year ended December 31, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
 
   
Year Ended
December 31,
 
   
2009
   
2008
 
Audit Fees
  $ 7,500     $ 8,750  
Audit Related Fees
 
Nil
   
Nil
 
Tax Fees
 
Nil
   
Nil
 
All Other Fees
 
Nil
   
Nil
 
Total
  $ 7,500     $ 8,750  
 
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
 
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
 
 
 
 
 
PART IV
Item 15.   Exhibits, Financial Statement Schedules
 
(a)
Financial Statements
     
 
(1)
Financial statements for our company are listed in the index under Item 8 of this document
     
 
(2)
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
 
(b)        Exhibits
 
Exhibit
   
Number
 
Description
(3)
 
Articles of Incorporation and Bylaws
3.1
 
Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on July 21, 2008)
3.2
 
Certificate of Amendment(incorporated by reference from our Registration Statement on Form S-1 filed on July 21, 2008)
3.3
 
Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on July 21, 2008)
(14)
 
Code of Ethics
14.1
 
Code of Ethics and Business Conduct (incorporated by reference from our Annual Report on Form 10-K filed on March 10, 2009)
(31)
 
Rule 13a-14(d)/15d-14(d) Certifications
 
  Section 302 Certification of Principal Financial Officer*
(32)
 
Section 1350 Certifications
 
32.2   Section 906 Certification of Principal Financial Officer*
 
*Filed herewith.
 
 
 
 
 
 
 
 
 
 
 

 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
HEALTHMED SERVICES LTD.
 
     
     
 
/s/ Dale Paisley
 
 
By: Dale Paisley
 
 
Principal Executive Officer and Sole Director
 
     
 
Date:  February 17 , 2011
 
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
/s/ Dale Paisley
 
 
By:  Dale Paisley
 
 
Principal Financial Officer and Principal Accounting Officer
 
     
 
Date: February 17 , 2011
 
 
 
 
 

 
 
 

 
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