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EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - Internal Fixation Systems, Inc.f10q0611ex31i_internalfix.htm
EXCEL - IDEA: XBRL DOCUMENT - Internal Fixation Systems, Inc.Financial_Report.xls
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - Internal Fixation Systems, Inc.f10q0611ex32i_internalfix.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - Internal Fixation Systems, Inc.f10q0611ex32ii_internalfix.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - Internal Fixation Systems, Inc.f10q0611ex31ii_internalfix.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x           Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2011

 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:  000-54363
 
INTERNAL FIXATION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
 
Florida
 
20-4580923
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
5901 SW 74th Street, Suite 408
South Miami, FL 33143
(Address of principal executive offices)   (zip code)
 
(305) 342-9552
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
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 periods 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 o

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 (§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  x  No 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 filer.  See definition of “accelerated filer” and “large accelerated filer” in rule 12b-2 of the Exchange Act (Check one):
 
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 o      No x

As of August 12, 2011, there were 3,834,642 shares of the Company's  Common Stock, par value $0.05 per share, issued and outstanding.
 
 
 

 
 
 
INTERNAL FIXATION SYSTEMS, INC.

TABLE OF CONTENTS
 
   
 Page
PART I
FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 1
     
 
Condensed Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010
1
     
 
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2011, and 2010 (unaudited)
2
     
 
Condensed Statements of Cash Flows for the Six Months ended June 30, 2011 and 2010 (unaudited)
3
     
 
Notes to Condensed Financial Statements
4
   
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
13
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16
     
Item 4. 
Controls and Procedures
16
     
PART II
OTHER INFORMATION
 
     
Item 6. Exhibits 17
   
 
Signature
 
18
     
 
 
 
 

 
 
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
 
INTERNAL FIXATION SYSTEMS, INC.
CONDENSED BALANCE SHEETS
 
             
   
June 30,
       
ASSETS
 
2011
   
December 31,
 
CURRENT ASSETS
 
(Unaudited)
   
2010
 
             
     Cash
  $ 235,854     $ 12,691  
  Accounts receivable, net
    57,865       62,831  
     Inventory
   
352,989
      470,476  
     Deferred offering costs
    -       145,330  
     Prepaid expenses and other
    57,314       4,825  
          Total current assets
    704,022       696,153  
                 
PROPERTY AND EQUIPMENT, net
    335,052       340,463  
                 
OTHER ASSETS
               
     Inventory, non-current
    591,327       296,718  
     Licenses and security deposit
    22,915       16,991  
                 
          TOTAL ASSETS
  $ 1,653,316     $ 1,350,325  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
CURRENT LIABILITIES
               
     Accrued salaries and related expenses
  $ 478,806     $ 208,087  
     Accounts payable and accrued expenses
    310,691       185,910  
     Capital lease obligations, current portion
    47,821       46,257  
     Loans and notes payable - related parties
    103,211      
243,156
 
     Loans and notes payable - bridge loan financing, net
    85,697       100,000  
     Loans and notes payable - other, current portion
    37,236      
36,152
 
           Total current liabilities
    1,063,462      
819,562
 
                 
OTHER LIABILITIES
               
     Capital lease obligations, less current portion
    112,275       136,583  
     Convertible loans and notes payable
    775,900       761,500  
     Loans and notes payable - other, less current portion
    74,261       -  
                 
          TOTAL LIABILITIES
    2,025,898       1,717,645  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' DEFICIT
               
     Common stock, $0.05 par value; 10,000,000 shares
               
        authorized, 3,813,459 and 2,793,700 issued and
               
        outstanding, respectively
    190,674       139,685  
     Additional paid in capital
    1,316,031       250,213  
     Accumulated deficit
    (1,879,287 )     (757,218 )
                 
         TOTAL STOCKHOLDERS' DEFICIT
    (372,582 )     (367,320 )
                 
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 1,653,316     $ 1,350,325  
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
1

 
 
 
 
INTERNAL FIXATION SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
 
                         
    Three Months Ended     Six Months Ended  
   
June 30,
(unaudited)
   
June 30,
(unaudited)
 
 
 
2011
   
2010
   
2011
   
2010
 
                         
 
                       
   Sales, net
  $ 60,994     $ 24,111     $ 127,401     $ 61,545  
                                 
   Cost of sales
    15,819       10,519       32,537       26,845  
                                 
   Gross profit
    45,175       13,592       94,864       34,700  
                                 
Selling, general and administrative expenses
                               
Officer compensation
    332,430       -       519,878       -  
Professional fees and other compensation
    293,511       19,122       412,753       28,772  
General and administrative expenses
    50,524       20,388       108,775       28,161  
Selling expenses
    37,925       12,643       62,464       28,787  
Total selling, general and administrative expenses
    714,390       52,153       1,103,870       85,720  
                                 
Operating loss
    (669,215 )     (38,561 )     (1,009,006 )     (51,020 )
                                 
Other expense
                               
          Interest expense
    53,842       51,106       113,063       66,634  
                                 
Loss before taxes
    (723,057 )     (89,667 )     (1,122,069 )     (117,654 )
                                 
(Provision) benefit for income taxes
    -       (678 )     -       8,016  
 
                               
Net loss
  $ (723,057 )   $ (90,345 )   $ (1,122,069 )   $ (109,638 )
                                 
    Basic and diluted loss per share
  $ (0.23 )   $ (0.04 )   $ (0.38 )   $ (0.05 )
                                 
    Weighted average shares outstanding
                               
         basic and diluted
    3,133,068       2,438,168       2,966,193       2,244,444  
                                 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
2

 
 
INTERNAL FIXATION SYSTEMS, INC.
 
CONDENSED STATEMENTS OF CASH FLOWS
 
FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited)
 
             
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
     Net loss
  $ (1,122,069 )   $ (109,638 )
     Adjustments to reconcile net loss to net cash
               
       used by operating activities:
               
            Amortization of discounted bridge loan financing
    2,861       29,407  
            Amortization on loans and notes payable - related parties
    62,538       -  
            Stock based compensation
    324,370       -  
            Stock based payments - interest
    3,599       -  
            Bad debt (benefit) expense
    (362 )     1,440  
            Deferred income taxes
    -       (8,016 )
            Depreciation and amortization
    47,379       34,752  
            Changes in operating assets and liabilities:
               
                 Accounts receivable
    5,328       8,513  
                 Inventory
    (177,122 )     (157,394 )
                 Deferred offering costs
    (91,442 )     (29,464 )
                 Prepaid expenses
    (52,489 )     491  
                 Licenses and security deposit
    (5,924 )     -  
                 Accounts payable and accrued expenses
    432,990       8,623  
                 
NET CASH USED IN OPERATING ACTIVITIES
    (570,343 )     (221,286 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
     Purchase of property and equipment
    (41,968 )     (31,709 )
                 
NET CASH USED IN INVESTING ACTIVITIES
    (41,968 )     (31,709 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
     Proceeds from notes payable - convertible debenture
    891,500       -  
     Proceeds from notes payable - related parties
    13,000       -  
     Proceeds from notes payable - bridge loan financing
    -       644,500  
     Net (payments of) proceeds from loans and notes
               
           payable - related parties
    (28,472 )     23,000  
     Payments of capital lease obligations
    (22,744 )     (21,299 )
     Payments of notes payable - related parties
    -       (45,954 )
     Payments of notes payable - other
    (17,810 )     (19,536 )
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    835,474       580,711  
                 
NET INCREASE IN CASH
    223,163       327,716  
                 
CASH – Beginning
    12,691       4,750  
                 
CASH – Ending
  $ 235,854     $ 332,466  
                 
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
               
                 
     Interest paid
  $ 20,161     $ 6,270  
                 
     Non-cash investing and financing activities -
               
       Notes and interest payable converted to common stock
  $ 880,700     $ -  
       Notes payable - related party converted to common stock
  $ 100,000     $ -  
      Common Stock and  warrants issued in connection with bridge-loan financing
  $ 17,164     $ 14,100 -  
       Stock options issued in connection with related-party loan
  $ 31,346     $ -  
                 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
3

 
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
NOTE 1.    MANAGEMENT REPRESENTATION
 
The accompanying unaudited interim condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed financial statements furnished reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Company’s Registration Statement on Form S-1 declared effective by the Securities and Exchange Commission on May 13, 2011 (the “Registration Statement”).
 
NOTE 2.   BASIS OF PRESENTATION
 
Description of Business
 
Internal Fixation Systems, Inc. ("the Company" “we”, “us” or “our”) was organized and incorporated under the laws of the State of Florida in 2006 and commenced operations in 2007. Our corporate headquarters are located in South Miami, Florida, where we conduct the majority of our management operations. We also maintain a manufacturing facility in Medley, Florida. We manufacture, market and sell generically priced FDA approved orthopedic and podiatric surgical implants intended for small bone fixation surgery.
 
Accounting Standards Codification
 
In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“FASB ASC”) Subtopic 105-10, Generally Accepted Accounting Principles ("FASB ASC 105-10"). This Standard establishes an integrated source of existing authoritative accounting principles to be applied by all non-governmental entities and is effective for interim and annual periods ending after September 15, 2009. The adoption of FASB ASC 105-10 by the Company did not have a material impact on the financial statements and only resulted in modifications in accounting reference in the footnotes and disclosures.
 
Fair Value of Financial Instruments
 
The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. The carrying value of short and long-term debt also approximates fair value since these instruments bear market rates of interest.
 
Net income (loss) per common share
 
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.
 
Diluted per share loss is the same as basic per share loss when there is a loss from continuing operations. Accordingly, for purposes of dilutive earnings per share, the Company excluded the effect of warrants, options and convertible debt totaling  2,948,883 and 750,000 shares as of June 30, 2011 and 2010, respectively.
 
 
4

 
 
Inventory
 
The Company’s inventory consists primarily of raw materials, manufactured and purchased finished goods available for sale. Inventory is valued at the lower of cost or market determined by the weighted average method. Inventory that the Company estimates will not be sold within the next business cycle is considered non-current inventory.
 
Property and Equipment
 
Property and equipment is stated at cost. Expenditures for maintenance and repairs are charged to expense as incurred with improvements and betterments capitalized. Upon disposition, original asset cost and related accumulated depreciation are removed from the accounts with any gain or loss recognized. Depreciation expense is computed using the straight-line method over related assets estimated useful lives for financial statement purposes. All of the assets in service have a 5 year estimated useful life. Depreciation expense for the six months ended June 30, 2011 and 2010 amounted to $47,379 and $34,752, respectively. Of these amounts, $33,675 and $32,476, respectively, were capitalized within inventory, and $13,704 and $2,276, respectively, were included within selling, general and administrative expenses.
 
Intangible Asset
 
The Company capitalizes costs associated with legal fees paid in connection with obtaining approval of the Food and Drug Administration (FDA) for the sale of the medical devices. Total fees of $10,165 were paid through June 30, 2011. In accordance with FASB ASC 350, the license is determined to have an indefinite useful life.
 
Capital Lease Obligations
 
Certain long-term lease transactions relating to the financing of equipment are accounted for as capital leases. Capital lease obligations reflect the present value of future rental payments, less an interest amount implicit in the lease. A corresponding amount is capitalized as property and equipment, and depreciated over the individual asset’s estimated useful life.
 
Deferred Offering Costs
 
Expenses incurred relating to the filing of the Registration Statement which had been capitalized as of December 31, 2010 of $145,330 has been reclassified along with current period costs of $62,713 as an offset against additional paid in capital in accordance with ASC 340-10.
 
Income Tax Matters
 
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating losses and temporary differences in depreciation calculated for book and tax purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when assets or liabilities are recovered or settled.
 
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense (benefit) is the income tax payable (receivable) for the year and the change during the year in deferred tax assets and liabilities.
 
The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109” (“FIN 48”). FASB Statement No. 109 has been codified in FASB ASC Topic 740-10. FASB ASC Topic 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with FASB ASC Topic 740-10. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. FASB ASC Topic 740-10 did not result in any adjustment to the Company’s provision for income taxes.
 
 
5

 
 
 
Research and Development Costs
 
The Company expenses research and development costs as incurred.  For the three months ending June 30, 2011 and 2010, the Company had $4,630 and $0 in research and development costs, respectively. For the six months ending June 30, 2011 and 2010, the Company had $14,809 and $0 in research and development costs, respectively.
 
Stock-Based Compensation
 
The Company applies FASB ASC 718, “Compensation – Stock Compensation”, to stock-based compensation awards. FASB ASC 718 requires the measurement and recognition of non-cash compensation expense for all share-based payment awards made to employees and directors. The Company records common stock issued for services or for liability extinguishments at the closing market price for the date in which obligation for payment of services is incurred.
 
Stock compensation arrangements with non-employee service providers are accounted for in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees“ using a fair value approach. The compensation costs of these arrangements are subject to re-measurement over the vesting terms as earned. FASB ASC 505-50 replaces EITF No. 96-18, “Accounting for Equity Instruments that are issued to Other than Employees for Acquiring or in Conjunction with Selling, Goods or Services”.
 
Stock Purchase Warrants
 
The Company has issued warrants to purchase shares of its common stock. Warrants have been accounted for as equity in accordance with FASB ASC 480, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity”.
 
Reclassifications

Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the current year presentation.
 
NOTE 3.    GOING CONCERN
 
Our independent registered public accounting firm’s report on our financial statements for the year ended December 31, 2010 includes an explanatory paragraph regarding our ability to continue as a going concern. As shown in the accompanying financial statements, we have incurred substantial net losses for the six months ended June 30, 2011 ($1,122,069).  Our cumulative net losses since inception are $1,879,287.  We have a working capital deficit at June 30, 2011 of $359,440. There is no guarantee that we will be able to generate sufficient revenue and/or raise sufficient capital to support our operations. This raises substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
Management seeks to raise additional funds through the sale of its securities. Without additional funding, there can be no assurances that the Company will be able to continue its operations.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional capital, further implement its business plan and generate sufficient revenues.
 
NOTE 4.    INVENTORY
 
Our inventory consists primarily of finished cannulated screws, purchased guide wires and tools for use in surgical operations and also a nominal amount of raw materials, in total amounting to $944,316 and $767,194 as of June 30, 2011 and December 31, 2010, respectively.  A portion of our inventory is maintained at selected customer surgery centers as well as with travelling sales representatives.  At June 30, 2011 and December 31, 2010, $591,327 and $296,718, respectively, of inventory is classified as non-current, as the amount is not expected to be sold in the next business cycle.
 
 
6

 
 
NOTE 5.    COMMITMENTS AND CONTINGENCIES
 
Operating Leases
 
We have entered into non-cancelable sub-lease agreements with a former shareholder for our manufacturing facility located in Medley, Florida, and for certain manufacturing equipment used at the facility.  The facility sub-lease term continues through October 2012 at the rate of $3,177 monthly, plus a proportionate share of expenses.  The equipment lease began during 2007 and continues through March 2012 at the rate of $5,661 monthly.  Subject to our compliance with the equipment lease, upon the termination of the equipment lease, we will own the equipment.  Both the facility lease and the equipment lease require us to provide insurance and pay allocable property taxes.
 
Sub-lease expenditures under these agreements amounted to $53,165 and $51,960 for the six months ended June 30, 2011 and 2010, respectively.
 
The following is a schedule of future minimum lease payments required under these sub-lease agreements as of June 30, 2011:
 
 2011 (six months)       $ 53,222  
         
 2012     49,723  
         
    $ 102,945  
 
Capital Lease Obligations
 
We lease manufacturing equipment under capital leases with terms extending through 2014.  The cost of such equipment, which was placed in service during 2010, was $287,596.  Depreciation expense of $28,760 was charged for this equipment in the accompanying statement of operations for the period ended June 30, 2011.  Assets acquired under these capital  leases are presented within property and equipment in the accompanying balance sheets.
 
Future minimum payments required under capital leases are as follows:
 
   
Amount
 
2011 (six months)
  $ 28,629  
2012
    57,258  
2013
    57,258  
2014
    35,316  
 
    178,461  
Less amounts representing interest
    (18,365 )
Present value of minimum lease payments
    160,096  
Less: current portion
    (47,821 )
Capital lease obligations, net of current portion
  $ 112,275  

NOTE 6.    LOANS AND NOTES PAYABLE – RELATED PARTIES
 
At June 30, 2011, Stephen J. Dresnick, MD, our CEO and President, holds an unsecured note issued by us in 2010 in the original principal amount of $125,000, which accrues interest at 9% per annum (the “$125,000 Note”).  The maturity date of this note is September 1, 2011 (extended during the quarter ended June 30, 2011 from April 30, 2011), whereupon all accrued interest together with principal amounts owed is due to be repaid by us.  In connection with the original issuance of the $125,000 Note, we issued to Dr. Dresnick warrants to purchase 125,000 shares of our Common Stock, at any time and from time to time through October 31, 2012, at $.25 per share.  Such warrants were valued at $0 based on an expected rate of return model discussed below in Note 8.  In connection with the extension of the maturity date on the $125,000 Note, we issued to Dr. Dresnick options to purchase 80,933 shares of our Common Stock, at any time and from time to time through June 30, 2015, at $.50 per share.  Such options were valued at $31,346 based on the Black-Scholes Pricing Model discussed below in Note 11. 
 
 
7

 
 
Interest expense on the $125,000 Note for the six months ended June 30, 2011 and 2010 was $9,951 and $5,882, respectively.Principal and accrued interest due on the note was $71,159 and $97,751 at June 30, 2011 and December 31, 2010, respectively. The total principal due, net of the discount, as reported in the financial statements is $52,721 and $97,751 at June 30, 2011 and December 31, 2010, respectively.   Additionally, Dr. Dresnick had a second promissory note issued by us to him in consideration for his advancing $100,000 to us in 2009 The note was convertible to common stock,  accrued interest at 9% per annum and was payable interest only through September 1, 2011 (the "$100,000 Note").  As specified in the terms of the note, the total principal amount of the note was converted to  500,000 shares of our Common Stock upon the effectiveness of the Registration Statement on May 13, 2011.  The value of this conversion feature was determined upon inception using the expected rate of return model discussed in Note 8, and recorded as a discount against the loan.  Interest expense on the $100,000 Note for the six months ended June 30, 2011 and 2010 was $59,584 and $4,500, respectively. Principal and accrued interest due on the note was $0 and $102,250 at June 30, 2011 and December 31, 2010, respectively. The total principal due, net of the discount, as reported in the financial statements is $0 and $100,000 at June 30, 2011 and December 31, 2010, respectively.  In April 2011, we issued to a current shareholder who is also providing professional services to us, a 5% secured promissory note in the principal amount of $50,490 in exchange for him loaning to us $13,000 and releasing us from our obligation to pay him $37,490 of accounts payable.  The secured promissory note is payable by us in monthly installments of principal and interest which commenced in May 2011.  In connection with the issuance of this note, we issued to him, options to purchase 100,000 shares of our Common Stock, at any time and from time to time, through  June of 2014 at $0.50 per share.  These options were valued at $38,731 based on the Black-Scholes Pricing Model discussed below in Note 11. The note is collateralized by our inventory and accounts receivable.
 
NOTE  7.   LOANS AND NOTES PAYABLE – OTHER

At June 30, 2011, we are obligated to pay to an unaffiliated third party on or before May 2014, the principal amount of $111,497 in consecutive monthly installments of $3,577 including annual interest at 6%.  The principal balance outstanding on this obligation is $111,497 and $129,307 as of June 30, 2011 and December 31, 2010, respectively.  Future minimum payments of this obligation are as follows: 2011 - $18,343 (six months), 2012 - $38,353, 2013 - $40,689 and 2014 - $14,112.
 
NOTE  8.   BRIDGE LOAN FINANCING

In March 2010, we borrowed $100,000 from an unaffiliated third party non-institutional lender and issued to the lender (i) a 9% unsecured promissory note in the principal amount of $100,000; and (ii) warrants to purchase 100,000 shares of our Common Stock at any time and from time to time through March 31, 2013 at $.10 per share.  The unsecured promissory note was scheduled to mature in December 2010.  In December 2010, the maturity date of the note was extended first to June 15, 2011, and then in May 2011 to December 15, 2011.  In connection with the May 2011 extension of the maturity date of the loan, we issued to the lender, warrants to purchase from time to time and at any time through December 15, 2014, 50,000 shares of the Company’s Common Stock at $1.00 per share.  Pursuant to the note, we are required to pay all accrued but unpaid interest together with principal amounts owed on December 15, 2011.  The value of the warrants issued in connection with this loan was determined using an expected rate of return model (discussed below) and recorded as a discount against the loan amortizable through the original maturity date. The fair value of each warrant issued in connection with this loan, was $.05, requiring us to record a discount on the loan of $5,000. Such value was recorded as an equity issuance. The value of the warrants issued in May 2011 was determined using the Black-Scholes model (See Note 11) and recorded as a discount against the loan amortizable through the original maturity date.  The fair value of each warrant issued in connection with the extension of the maturity date of the note was approximately $.34 per share, requiring us to record a discount on the loan of $17,164. Such value was recorded as an equity issuance. Interest recognized on the amortization of the discount amounted to $2,861 and $1,944 for the six months ended June 30, 2011 and 2010, respectively.
 
 
8

 
 
From January 2010 through July 2010, we borrowed an aggregate of $644,500 from several unaffiliated third party non-institutional lenders and issued unsecured promissory notes in exchange for the loan proceeds.  In connection with the loans, we issued to the lenders, one share of our Common Stock for each one dollar of principal amount loaned.  The fair value of each share issued in connection with the loans was $.15 using the expected rate of return model (discussed below), requiring us to record a discount on the loans of $96,675.  Such value was recorded as an equity issuance. During the three and six months ended June 30, 2010 amortization of the discount amounted to $25,097 and $27,463, respectively, and is reported in the accompanying statement of operations. As of December 31, 2010, the notes were either paid off in full or were refinanced as a part of the Convertible Debenture Financing (see Note 9).
 
NOTE 9.    CONVERTIBLE DEBENTURE FINANCING
 
During the six months ended June 30, 2011, we issued to several unaffiliated third party non-institutional investors, $891,500 principal amount of our 5% convertible debentures due December 1, 2014 (the "Convertible Debentures"), bringing the total principal amount of issuances of the Convertible Debentures through June 30, 2011 to $1,653,000.   Under the Convertible Debentures, we are obligated to pay interest semi-annually commencing June 2011.  The Convertible Debentures are convertible into shares of our common stock at a per share conversion price equal to 85% of the volume weighted average daily price for the Common Stock, as reported by Bloomberg L.P., for the ten (10) trading days prior to conversion.  In the event a holder of a Convertible Debenture converts principal amount of a Convertible Debenture into shares of our Common Stock prior to our shares of Common Stock becoming publicly quoted for trading, the conversion price is $2.00 per share.  The fair market value of these features is not readily ascertainable and we have recorded no value associated with the Convertible Debenture terms.  During May and June 2011 $877,100 principal amount of Convertible Debentures were converted to 519,759 of common Shares at conversion prices ranging from $0.50 to $2.00 per share. As of June 30, 2011 and December 31, 2010 we had $775,900 and $761,500, respectively, principal amount of the Convertible Debentures outstanding.

During May and June 2011 $877,100 principal amount of Convertible Debentures were converted.  Of the $877,100 principal amount of Convertible Debentures converted, $460,100 principal amount of the Convertible Debentures were converted at $2.00 per share; $7,000 principal amount of Convertible Debentures held by one person was converted at a price of $.50 per share; and  $410,000 principal amount of Convertible Debentures, held by three persons, was converted at a price of $1.50 per share. We decreased the conversion price for the $7000 principal amount of  Convertible Debentures  because in connection with this conversion we were released from paying $7,000 of accounts payable to the holder of this Convertible Debenture.    We decreased the conversion price for the $410,000 principal amount of  Convertible Debenture  because in connection with this conversion, we received additional cash investments in the amount of $225,500 from the holders of these Convertible Debentures
 
NOTE 10.  RELATED PARTY TRANSACTIONS

For both the six months ended June 30, 2011 and 2010, 11% and 50%, respectively, of our sales were made to a surgical center located in South Florida. A shareholder of the Company is currently an equity holder in the entity that owns this surgical center and Dr. Dresnick, our President and CEO was formerly an equity holder of such entity.
 
As of June 30, 2011 we have accrued but have not paid salaries and benefits to the Company’s officers in the amount of $385,165.
 
 
9

 
 
NOTE 11.  WARRANTS AND OPTIONS
 
Warrants
 
During the six months ended June 30, 2011, we issued 50,000 warrants to purchase shares of our common stock.  The warrants are exercisable at any time and from time to time through December 2014 at a price of $1.00 per share.
 
The value of the warrants granted during the three and six months ended June 30, 2011, were determined based on the Black-Scholes Pricing Model discussed in the Options section below.
 
A summary of the change in outstanding and exercisable stock warrants for the six months ended June 30, 2011 and the year ended December 31, 2010 is as follows:
 
               
Weighted
 
         
Weighted
   
Average
 
   
Outstanding
   
Average
   
Remaining
 
   
Warrants
   
Exercise Price
   
Contractual Life
 
Balance, December 31, 2009
    -     $ -       -  
Warrants issued
    275,000       0.1682 )  
2.26) years
 
Warrants exercised
    (50,000 )     (0.0151 )  
(0.80) years
 
Balance, December 31, 2010
    225,000       0.1833 )  
1.46) years
 
Warrants issued
    50,000       1.0000 )  
3.46) years
 
Balance, June 30, 2011
    275,000     $ 0.3318 )  
1.82) years
 
 
Options
 
During 2011, we issued stock options to employees and consultants as follows:
 
During April and May 2011, we issued to consultants options to purchase at any time and from time to time, 100,000 and 770,000 shares, respectively, at a per share purchase price equal to $0.50 and $1.00, respectively, expiring at various dates during 2014 and 2015.
 
Pursuant to an employment agreement, we issued to an employee, options to purchase at any time and from time to time, through May 2015, options to purchase 100,000 shares of our common stock, at $.20 per share
 
Pursuant to the extension of the maturity date of a loan held by Dr. Dresnick, (see Note 6 above), we issued to Dr. Dresnick, options to purchase at any time and from time to time, through June 2015, 80,933 shares of our common stock at $.50 per share.
 
In May 2011, we issued to two of our executive officers, Dr. Dresnick and Kenneth West, options to purchase at any time and from time to time through May 2014, options to purchase an aggregate of 400,000 shares (200,000 shares each) of our common stock at $.50 per share.
 
 
10

 
 
The value of the all options granted during the six months ended June 30, 2011, were determined based on the Black-Scholes Pricing Model using the following range of assumptions:
 
   
2011
 
Expected dividend yield (1)
  0%  
Risk-free interest rate (2)
 
0.81% to 1.31%
 
Expected volatility (3)
 
138% to 140%
 
Expected term (4)
 
3 to 3.5 years
 
 
(1)  The Company has no history or expectation of paying dividends on common stock.
 
(2)  The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.
 
(3)  The volatility of the Company stock is based on two similar publicly traded companies.  The Company used the average volatility rate of the two companies.
 
(4)  The expected term is based on the weighted average life of the options granted.  The Company has no experience or expectation of forfeitures.
 
A summary of the change in outstanding and exercisable stock options for six months ended June 30, 2011, and the year ended December 31, 2010 is as follows:
 
               
Weighted
 
         
Weighted
   
Average
 
   
Outstanding
   
Average
   
Remaining
 
   
Options
   
Exercise Price
   
Contractual Life
 
Balance, December 31, 2009
    -     $ -       -  
Options issued
    835,000       0.2096    
2.20 years
 
Balance, December 31, 2010
    835,000     $ 0.2096    
3.47 years
 
Options issued
    1,450,933       0.7447    
3.56 years
 
Balance, June 30, 2011
    2,285,933     $ 0.5492    
3.12 years
 
 
The following table shows the number of options that vest in each of the subsequent years and the deferred compensation to be recognized in the corresponding years.
 
   
Number of Options to be Vested
   
Deferred compensation to be recognized
 
2011
    288,333     $ 17,056  
2012
    582,916     $ 190,509  
2013
    457,918     $ 144,559  
2014
    91,250     $  7,420  
2015
    -     $  -  
 
 
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NOTE 12.  CONCENTRATION AND CREDIT RISK
 

During the three and six months ended June 30, 2011, we derived revenues from three significant customers which, in the aggregate, exceeded 10% of our total revenue during these periods.  For the three and six months ended June 30, 2011 revenues from the three customers were $23,777 and $52,450 respectively.  In 2010, we derived revenues of over 10% from one customer.  For the three and six months ended June 30, 2010 revenues from the one customer were $6,154 and $31,057 respectively.
 
We extend credit to our customers in the normal course of business and generally require no collateral on such credit sales.
 
NOTE 13.  SUBSEQUENT EVENTS
 
We have evaluated all events that occurred after the balance sheet date through the date these financial statements were issued.
 
During July 2011, we issued Convertible Debentures in the aggregate principal amount of $117,500 to unrelated third parties. The Convertible Debentures are subject to the same terms as those referred to in Note 9.
 
 
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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
FORWARD-LOOKING STATEMENTS
 
Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements.
 
OVERVIEW
 
Internal Fixation Systems, Inc.  (the “Company”, “we”, “us” or “our” ) is a manufacturer and marketer of value priced orthopedic and podiatric implants. Our customers include ambulatory surgery centers, hospitals and orthopedic surgeons.  We seek to be innovative in all aspects of the business from product design to distribution and sales.  We endeavor to identify ways to enhance products, promote better inventory management, reduce redundancy and streamline distribution.
 
Innovative Product Design
Our strategy is to focus on commonly used, market proven products (80% of what surgeons, hospitals, and surgery centers use every day). Our Advisory Panels, comprised of nationally recognized surgeons, evaluate products for potential improvements.  The result is enhanced implants that incorporate features busy surgeons desire.  All of our products are made in the United States using high quality medical grade alloys.

Innovative Modular Set Design
We design surgical sets to allow our customers maximum flexibility while minimizing redundant inventory. Our self contained modules provide all the implants surgeons need, without tying up the implants they do not. Rather than putting multiple types of implants into large sets, our modular systems contain specific implants along with their required instruments.

Innovative Distribution
We believe that the distribution of medical implants is changing.   While many physicians prefer to have a sales representative in the operating room during surgery to assist surgical technicians with the use of our implant systems, a number of facilities, in an effort to control cost, are choosing to buy direct.  For common surgeries, many doctors and administrators do not need the assistance of an onsite representative.  In an effort to address both needs, we employ multiple distribution methods.

Innovative Pricing
We have a significantly lower cost structure than many of our larger competitors which allows us to offer implants at prices which are 40-60% lower than our competitors.

We have FDA 510 (k) approval for 10 products and have 15 additional product applications pending approval.   Approved products include mini to large cannulated screw systems used for bone fixation.  Products pending approval include plate and screw systems for use in the ankle, wrist, elbow clavicle and shoulder and a trochanteric hip nail system.   We currently intend to prepare to enter the spinal implant market by the fourth quarter of 2011or the first quarter of 2012 and plan to submit 510(k) applications for cervical and lumbar spinal products during the fourth quarter of 2011.   Upon approval of these 510(k) applications, of which there can be no assurance, we will be able to offer products that cover the majority of fractures treated by orthopedic surgeons.

Our revenues to date have been derived from sales of 2.0, 2.4, 3.0, 3.5, and 4.0 cannulated screws used for small bone fixation primarily in the hand and foot.  In addition to the cannulated screws, we also sell K-wires and drill bits used to implant the screws.

Our products are manufactured in the United States using only US medical grade alloys.  A portion of our  products are manufactured by us in our Medley, Florida facility and the remainder of the manufacturing is outsourced.

Our customers include ambulatory surgery centers, hospitals and orthopedic surgeons. In addition to selling to individual facilities and doctors, we currently are targeting to sell to national operators of ambulatory surgery centers as well as national Group Purchasing Organizations (GPOs).
 
 
13

 
 
Since inception, we have financed our operations from the sale of securities and from advances from investors and related parties. If our sales over the next several months do not meet or exceed our expectations, our resources will not be sufficient to meet our cash flow requirements.  Likewise, if our expenses exceed our expectations and our sales do not exceed our expectations sufficient to cover our expenses, we will need additional funds to implement our business plan. We will not be able to fully establish our business if we do not have adequate working capital and if we do not generate adequate working capital through operations, we will need to raise additional funds, whether through a stock offering or otherwise.

We will need to raise additional capital in order to establish a sales network to market and distribute our products.  In addition, we will need to hire personnel to run our day to day operations and currently do not have the capital to do so.  We will seek to obtain the necessary funds through increased sales of our products and if required, the sale of securities.  If we are unable to obtain this additional working capital, or if we encounter unexpected expenses, we will not have sufficient working capital to implement our business plan and will need to scale back or discontinue our operations.
 
We have incurred significant losses due to, among other things, negative cash flows and have an accumulated deficit of $1,879,287 as of June 30, 2011.  Our independent registered public accounting firm’s report on our financial statements for the fiscal year ended December 31, 2010 includes an explanatory paragraph regarding our ability to continue as a going concern.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
CRITICAL ACCOUNTING POLICIES

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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  We rely on historical experience and on other assumptions we believe to be reasonable under the circumstances in making our judgment and estimates.  Actual results could differ from those estimates.  We consider our critical accounting policies to be those that are complex and those that require significant judgments and estimates, including the following: inventory valuation and classification, recognition of revenue, impairment of long-lived assets, the determination of the valuation allowance of our deferred income taxes and stock-based compensation.
 
RESULTS OF OPERATIONS
 
Three and Six Months Ended June 30,2011 compared to Three and Six Months Ended June 30, 2010
 
Revenue - During the quarter ended June 30, 2011 as compared to the quarter ended June 30, 2010, our net sales increased $36,883 to $60,994 from $24,111.  For the six months ending June 30, 2011 as compared with the six months ending June 30, 2010, net sales increased $65,856 to $127,401 from $61,545.  The increase in revenue was due to the release of additional sets of our redesigned cannulated screw systems that began in late 2010.  We also gained new customers in 2011.
 
Cost of Sales - For the quarter ended June 30, 2011, cost of sales increased approximately 66% to $15,819 as compared to $10,519 for the quarter ended June 30, 2010.  For the six months ending June 30, 2011 as compared to the six months ending June 30, 2010, the cost of sales increased $5,692 to $32,537 from $26,845.   Costs of goods purchased and held for resale during the quarter ended June 30, 2011 and 2010 were $17,959 and $24,473, respectively.   For the six months ended June 30, 2011 and June 30, 2010 the costs of goods purchased and held for resale were $32,892 and $41,883 respectively.  The costs of screws sold, as calculated using the weighted average method, were $10,421 and $6,628, respectively for the quarter ended June 30, 2011 and June 30, 2011 and $21,707 and $19,277 for the six months ended June 30, 2011 and June 30, 2010 respectively.

Gross Profit –  Cost of sales as a percentage of net sales was approximately 26% for the quarter ended June 30, 2011 as compared to approximately 43% for the quarter ended June 30, 2010.  Cost of sales as a percentage of net sales was approximately 26% for the six months ending June 30, 2011 as compared to 43% for the 6 months ended June 30, 2010.  Gross profit increased approximately 332% to $45,175 for the quarter ended June 30, 2011 as compared to $13,592 for the quarter ended June 30, 2010.  Gross profit increased approximately 273% to $94,864 for the six months ended June 30, 2011 as compared to $85,721 for the six months ended June 30, 2010.
  
 
14

 
 
Selling, General and Administrative Expenses - For the quarter ended June 30, 2011 selling, general and administrative expenses increased 1270% to $714,390 as compared to $52,153 for the quarter ended June 30, 2010.  For the six months ended June 30, 2011 selling, general and administrative expenses increased 1188% to $1,103,870 as compared to $85,720 for the six months ended June 30, 2010. For the quarter ended June 30, 2011 officer compensation increased to $332,430 as compared to $0 for the quarter ended June 30, 2010.  During the six months ended June 30, 2011 officer compensation increased to $519,878 as compared to $0 during the six months ended June 30, 2010.  These increases were due to employment agreement obligations that commenced in October 2010 as well as additional options issued to Dr. Dresnick and Ken West. For the quarter ended June 30, 2011, professional fees and other compensation increased $274,389 to $293,511 as compared to $19,122 for the quarter ended June 30, 2010.  For the six months ended June 30, 2011, professional fees and other compensation increased $383,981 to $412,753 from $28,772 for the six months ended June 30, 2010.   For the quarter ended June 30, 2011 general and administrative and selling expenses increased $55,418 to $88,449 as compared to $33,031 for the quarter ended June 30, 2010.  For the six months ended June 30, 2011, general and administrative and selling expenses increased $114,291 to $171,239 from $56,948 for the six months ended June 30, 2010.   Non-officer compensation and related expenses are anticipated to continue to increase.   Sales commissions increased due to the hiring of sales representatives on commissions only payment basis.  As we grow, of which there can be no assurance, commissions are expected to continue to grow.  Our professional fees were primarily attributable to accounting and legal fees incurred in connection with the Registration Statement.  Other expenses will continue to grow as these expenses are necessary to sustain the operations of the Company.
  
Operating (loss) Income – Our operating loss for the quarter ended June 30, 2011 was $669,215 as compared to an operating loss of $38,561 for the quarter ended June 30, 2010. For the six months ended June 30, 2011 the operating loss was $1,009,006 as compared to an operating loss of $51,020 for the six months ended June 30, 2010.  The increase in operating loss was a direct result of the increase in operating expenses.  Net loss for the quarter ended June 30, 2011 was further increased by an increase in interest expense to $53,842 for the quarter ended June 30, 2011 as compared to $51,106 interest expense for the quarter ended June 30, 2010.  Interest expense for the six months ended June 30, 2011 was $113,063 as compared to $66,634 for the six months ended June 30, 2010.  The increase in interest expense was the result of an increase in debt obligations.  Net loss for the quarter ended June 30, 2011 was $723,057 as compared to $90,345 for the quarter ended June 30, 2010.  Net loss for the six months ended June 30, 2011 was $1,122,069 as compared to $109,638 for the six months ended June 30, 2010.
 
LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of cash from operating activities for the quarters and six months ended June 30, 2011 and June 30, 2010 were income from operations, adjusted for noncash items of income and expense such as depreciation expense, deferred income taxes, bad debt and interest on payable on loans and other adjustments which included:
 
·  
An increase in inventory related to increased production
·  
An increase in accounts payable related to increased purchases of raw materials in anticipation of increased production and sales and an increase in professional fees
·  
An increase in accounts receivable.
·  
An increase in officer and non-officer compensation
 
Net cash used in investing activities for the six months ended June 30, 2011 was $41,968 compared to net cash used in investing activities for the six months ended June 30, 2010 of $31,709.  Cash used in 2011 was attributable to the purchase of office furniture, office equipment and surgical sets.
 
Net cash provided by financing activities for the six months ended June 30, 2011 was $835,474 which included a net amount of $891,500 generated from the Company’s sale of convertible debentures and an additional $13,000 loan advanced to the Company from a shareholder, offset by $22,744 of  capital lease payments and  $46,282 of loan repayments ($28,472 of which was repaid to related parties).
 
Net cash provided by financing activities for the six months ended June 30, 2010 was $580,711, which included a net amount of $644,500 generated from the Company’s sale of 9% promissory notes maturing on December 15, 2010 (all of which notes  were either  paid in full or exchanged for 5% Convertible Debentures due December 1, 2014) and an additional $23,000 loan from a related party, offset by $21,299 of capital lease payments and  $65,490 of loan repayments ($49,954 of which was repaid to related parties).

Net cash on hand as of June 30, 2011 was $235,854, an increase of  $223,163 from net cash on hand as of  December 31, 2010.
 
Inventory is comprised of two components:  screw inventory which we manufacture, and the cost of products purchased and held for resale without any improvements (e.g. K-wires, drill bits and instruments).  Both screw and goods purchased and held for resale resulted in an overall increase in inventory to $944,316 as of June 30, 2011 as compared to $767,194 as of the year ended December 31, 2010.  A portion of the total value of inventory is carried as non-current which resulted in current total inventory of $352,989 as of   ended June 30, 2011 as compared to $470,476 as of the year ended December 31, 2010.  Non-current inventory as of June 30, 2011 was $591,327 and $296,718 as of the year ended December 31, 2010.    As of the quarter ended June 30, 2011 screw inventory was $900,733 as compared to $690,018 as of the year ended December 31, 2010.  Inventory for goods purchased and held for resale as of the quarter ended June 30, 2011 was $43,583 as compared to $77,176 as of the year ended December 31, 2010.  The cost of inventory as of June 30, 2011 increased by approximately 85% to $944,316, as compared to December 31, 2010 because of the increase in the number of screws held in inventory. Each surgical set requires an inventory of approximately 700 screws. This inventory is necessary so that surgeons will have the screws they need when they are performing surgery. We anticipate that our inventory will continue to grow. Overall screw inventory increased to 48,572 units as of June 30, 2011 as compared to 29,210 units as of the year ended December 31, 2010.
 

 
15

 

Current and Future Financing Needs
 
We have incurred negative cash flow from operations since inception and as of June 30, 2011 we have an accumulated deficit of $1,879,287.  We have expended, and expect to continue to expend, substantial amounts in connection with implementing our business strategy, including our advertising and marketing campaign, our research and development efforts and regulatory compliance and corporate governance. The actual amount of capital we will require to operate is subject to many factors, some of which are beyond our control. If our anticipated sales for the next several months do not meet our expectations and/or our expenses are higher than expected and/or we are unable to acquire additional financing, our existing resources will not be sufficient to meet our cash flow requirements and we may be unable to continue our operations.  Whether we can continue operations will depend on whether we are able to generate sufficient revenue from operations and/or raise additional funds; neither of which can be assured.  
 
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Our exposure to market risk due to changes in interest rates relates primarily to the increase or decrease in the amount of interest income we can earn on our cash equivalents. Our risk associated with fluctuating interest rates is limited to our investments in interest rate sensitive financial instruments. We currently do not use interest rate derivative instruments to manage exposure to interest rate changes.  We attempt to increase the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in investment grade securities. A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of  our  interest sensitive financial instruments due to their relatively short term nature. Declines in interest rates over time will, however, reduce our  interest income while increases in interest rates over time will increase our  interest income.
 
ITEM 4. CONTROLS AND PROCEDURES

An evaluation was conducted by our Chief Executive Officer (CEO) and Chief Financial Officer (“CFO”) of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2011. Based on that evaluation, the CEO and CFO concluded that our controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. If we develop new business or engage or hires a new chief financial officer or similar financial expert, we intend to review our disclosure controls and procedures.

Management is aware of the lack of an independent audit committee or audit committee financial expert.  Although our board of directors serves as the audit committee it has no independent members.  Further, we have not identified an audit committee financial expert on our board of directors.  These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management.

The was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or Rule 15d–15 under the Securities Exchange Act of 1934 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

 
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PART II. OTHER INFORMATION
 
ITEM 6.    Exhibits
     
Exhibit No.      Description
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2       Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS  
XBRL Instance Document
     
101.SCH  
XBRL Taxonomy Extension Schema Document
     
101.CAL  
XBRL Taxonomy Extension Calculation Linkbase Document
     
101DEF  
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB  
XBRL Taxonomy Extension Labels Linkbase Document
     
101.PRE  
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant  has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
INTERNAL FIXATION SYSTEMS, INC.
 
       
       
/s/ Stephen J. Dresnick, MD
   
/s/ Laura Cattabriga
Name: Stephen J. Dresnick, MD
   
Name: Laura Cattabriga
Title:   Principal  Executive Officer
   
Title:  Principal  Financial Officer
       
Dated:  August 12, 2011      
 
 
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