PEER REVIEW MEDIATION & ARBITRATION INC - FORM 10-Q/A

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EX-31 - EXHIBIT 31 - PEER REVIEW MEDIATION & ARBITRATION INC	peerreview10q2q11ex31.htm
EX-32 - EXHIBIT 32 - PEER REVIEW MEDIATION & ARBITRATION INC	peerreview10q2q11ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment 2 to

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _________________

Commission File Number: 000-52712

PEER REVIEW MEDIATION AND ARBITRATION, INC.

-------------------------------------------

(Exact name of registrant as specified in its charter)

Florida 65-1126951

------- ----------

(State or other jurisdiction (IRS Employer Identification No.)

of incorporation or organization)

778 South Military Trail

Deerfield Beach, Florida 33442

-------------------------------

(Address of principal executive offices)

( 954 ) 570 - 7023

--------------

(Registrant’s telephone number, including area code)

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 past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of December 23 , 2011, there were 9,164,986 shares of Peer Review Mediation and Arbitration, Inc. Common Stock, $0.001 par value per share, issued and outstanding.

Explanatory Note

This Amendment 2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of the registrant, originally filed with the Securities and Exchange Commission on August 22, 2011 amends the original Form 10-Q in the manner described below.

Amendment 2 is being filed to address revenue contribution of acquired operations and to address the increase of fixed assets

PART I

FINANCIAL INFORMATION

Page

----

Item 1. Financial Statements 4

Consolidated Balance Sheets as of

June 30, 2011 (Unaudited) and December 31, 2010

Consolidated Statements of Operations for the

Three Months and Six Months Ended June 30, 2011

and 2010 (unaudited)

Consolidated Statements of Cash Flows for the

Six Month Periods Ended June 30,

2011 and 2010 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations 15

Item 3. Quantitative and Qualitative Disclosures About

Market Risk 18

Item 4. Controls and Procedures 18

PART II

OTHER INFORMATION

Item 1. Legal Proceedings 19

Item 2. Unregistered Sales of Equity Securities and

Use of Proceeds 19

Item 3. Defaults Upon Senior Securities 19

Item 4. (Removed and Reserved) 19

Item 5. Other Information 19

Item 6. Exhibits 19

Signatures

PART I - FINANCIAL INFORMATION

PEER REVIEW MEDIATION AND ARBITRATION, INC.

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended June 30, 2011

PEER REVIEW MEDIATION AND ARBITRATION, INC.

Consolidated Financial Statements

(Unaudited)

TABLE OF CONTENTS

Page

----

FINANCIAL STATEMENTS

Consolidated balance sheets 6

Consolidated statements of operation 8

Consolidated statements of cash flows 10

Notes to consolidated financial statements 12

PEER REVIEW MEDIATION AND ARBITRATION, INC.

CONSOLIDATED BALANCE SHEETS

June 30,

December 31, 2011

2010 (Unaudited)

---------- ----------

ASSETS

Current assets:

Cash $ 155,655 $ 97,822

Accounts receivable 30,663 115,132

Inventory 22,294 14,395

Marketable securities 79 79

---------- ----------

Total current assets 208,691 235,327

---------- ----------

Fixed assets 328,522 1,282,047

Less accumulated depreciation (99,663) (928,832)

Other assets 13,584 14,108

---------- ----------

242,443 367,323

---------- ----------

Total Assets $ 451,134 $ 594,751

========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accrued payables $ 633,379 $ 816,028

Related party payables 2,797,987 2,943,668

Notes payable – current portion - 78,625

Notes payable – related party –

current portion 189,391 86,602

Capital lease obligation - 73,207

Other liabilities 3,894 -

----------- -----------

Total current liabilities 3,624,651 3,998,130

Capital lease obligation - -

Notes payable - 172,737

Notes payable – related party 15,000 -

----------- -----------

Total liabilities 3,639,651 3,174,336

----------- -----------

Stockholders' Equity

Preferred stock, Series II, $.001 par value;

1,000,000 shares authorized; convertible;

1,000,000 issued and outstanding 1,000 1,000

Common stock, $.001 par value; 45,000,000

shares authorized; 9,140,683 (2010)

and 9,161,869 (2011) 9,140 9,161

Additional paid in capital 9,054,356 23,232,385

Stock subscription receivable (7,968,750) (7,203,750)

Accumulated deficit ( (17,625,384) (19, 601,681 )

Accumulated other comprehensive

income (loss) (13,673) (13,673)

Total PRMA stockholders' equity (3,187,920) (3,568,659)

Noncontrolling interest (597) 442

----------- -----------

Total Stockholders' Equity (3,188,517) (3,568,217)

----------- -----------

Total Liabilities and Stockholders' Equity $ 451,134 $ 594,751

=========== ===========

The accompanying notes are an integral part

of the consolidated financial statements.

PEER REVIEW MEDIATION AND ARBITRATION, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

Three Months Three Months Six Months Six Months

Ended Ended Ended Ended

June 30, 2010 June 30, 2011 June 30, 2010 June 30, 2011

------------- ------------- ------------- -------------

Revenue $ 69,630 $ 2,263,650 $ 82,536 $ 4,195,573

Cost of sales 20,318 2,01 8,812 25,420 3,678,438

--------- ----------- --------- -----------

49,312 2 44,838 57,116 5 09,236

Expenses:

Depreciation 6,334 56,534 10,611 117,087

Selling, general and

administrative 418,888 551,108 792,019 1,128,797

Write offs - - - 1,051,900

--------- ----------- --------- -----------

425,222 607,642 802,630 2,297,784

--------- ----------- --------- -----------

Loss from operations (375,910) (3 62,804 ) (745,514) (1,78 8,548 )

--------- ----------- --------- -----------

Other income (expense)

Interest income - - - -

Interest (expense) (63,729) (67,372) (122,584) (137,815)

Beneficial conversion feature

- expense - (15,875) - (50,688)

--------- ----------- --------- -----------

(63,729) (83,247) (122,584) (188,503)

--------- ----------- --------- -----------

Income (loss) before provision
for income taxes (439,639) (4 46,051 ) (868,098) (1,9 77,051 )

Provision for income tax - - - -

--------- ----------- --------- -----------

Net income (loss) (439,639) ( 446,051 ) (868,098) ( 1,977,051 )

Other comprehensive income

(loss) – net of tax

Unrealized gain (loss) on

securities (46) - (52) -

--------- ----------- --------- -----------

Comprehensive income (loss) (439,685) ( 446,051 ) (868,150) ( 1,977,051 )

Comprehensive (income) loss

attributable to noncontrolling

interest - 455 - 754

--------- ----------- --------- -----------

Comprehensive income (loss)

attributable to PRMA $(439,685) $ (4 45,596 ) $ - $(1,9 76,297 )

========= =========== ========= ===========

Net income (loss) per share
(Basic and fully diluted) $ (0.05) $ (0.05) $ (0.10) $ (0.22)

========= =========== ========= ===========

Weighted average number of
common shares outstanding 8,422,994 9,156,311 8,408,898 9,154,117

========= =========== ========= ===========

The accompanying notes are an integral part

of the consolidated financial statements.

PEER REVIEW MEDIATION AND ARBITRATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

Six Months Six Months

Ended Ended

June 30, 2010 June 30, 2011

------------- ------------

Cash Flows From Operating Activities:

Net income (loss) $ (868,098) $(1,9 77,051 )

Adjustments to reconcile net income

to net cash provided by (used for)

operating activities:

Depreciation 10,611 117,087

Accounts receivable (38,950) 35,351

Accrued payables 186,512 178,756

Related party payables 239,298 145,681

Other assets - 7,375

Beneficial conversion feature – expense - 50,688

Writeoffs - 1,051,900

----------- -----------

Net cash provided by (used for)

operating activities (470,627) (460,915)

Cash Flows From Investing Activities:

Fixed asset purchases (1,212) (12,667)

Business acquisition – net - 11,706

----------- -----------

Net cash provided by (used for)

investing activities (1,212) (961)

----------- -----------

(Continued on Following Page)

The accompanying notes are an integral part

of the consolidated financial statements.

PEER REVIEW MEDIATION AND ARBITRATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Continued From Previous Page)

Six Months Six Months

Ended Ended

June 30, 2010 June 30, 2011

------------- -------------

Cash Flows From Financing Activities:

Notes payable – borrowings - -

Notes payable – payments (40,345) (237,886)

Capital lease obligation – payments - (46,834)

Related party loans - net 3,275 -

Option Exercises 584,215 283,263

----------- -----------

Net cash provided by (used for)

financing activities 547,145 404,043

----------- -----------

Net Increase (Decrease) In Cash 75,306 57,833

Cash At The Beginning Of The Period 27,392 155,655

----------- -----------

Cash At The End Of The Period $ 102,698 $ 97,822

=========== ===========

Schedule of Non-Cash Investing and Financing Activities

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In 2011 the Company purchased $11,796 in cash, $49,118 in accounts receivable, and $228,776 in fixed assets, with corresponding liabilities of $491,500 by issuing 5,000 common shares valued at $85,000 and fulfilling a stock subscription payable of $765,000 by issuing 45,000 common shares.

Supplemental Disclosure

-----------------------

Cash paid for interest $ 1,293 $ 9,323

Cash paid for income taxes $ - $ -

The accompanying notes are an integral part

of the consolidated financial statements.

PEER REVIEW MEDIATION AND ARBITRATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Peer Review Mediation And Arbitration, Inc. (“PRMA”, the “Company”), was incorporated in the State of Florida on April 16, 2001. The Company provides peer review services and expertise to law firms, medical practitioners, insurance companies, hospitals and other organizations in regard to personal injury, professional liability and quality review.

Basis of Presentation

---------------------

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Principles of Consolidation

---------------------------

The accompanying consolidated financial statements include the accounts of Peer Review Mediation and Arbitration, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

-------------------------

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Use of Estimates

----------------

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

----------

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and

PEER REVIEW MEDIATION AND ARBITRATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities

and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

---------------------------

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Revenue recognition

-------------------

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured. The Company's revenues to date have been earned primarily from consulting fees for arranging medical expert insurance case review.

Property and equipment

----------------------

Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life.

Financial Instruments

---------------------

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheet, approximates fair value.

Marketable Securities

---------------------

The Company's marketable securities are classified as available-for-sale, are presented in the balance sheets at fair market value, and consist entirely of equity securities. Gains and losses are determined using the specific identification method.

PEER REVIEW MEDIATION AND ARBITRATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

The Company accounts for comprehensive income (loss) under ASC 220, which establishes standards for reporting and display of comprehensive income and its components. Unrealized gains (losses) from marketable securities are reported as other comprehensive income (loss) in the consolidated statements of income and comprehensive income and as accumulated other comprehensive income (loss) in stockholders’ equity.

Stock based compensation

------------------------

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The statements regarding Peer Review Mediation and Arbitration, Inc. and its subsidiaries contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.

Overview

---------

We were incorporated under the laws of the State of Florida on April 16, 2001. We have been conducting business operations ever since, primarily focused on the creation and continual development of our proprietary Private Network Application which allows direct access to our Peer Review Data Archival resource via our PeerReviewboard.com Internet web site. Our wholly owned subsidiary, Independent Review, Inc., is engaged in providing medical case reviews to the Texas Insurance Commission pursuant to a license from the state of Texas.

Our service enables subscribers, attorneys, insurance claims agents, healthcare providers and consumers the ability to efficiently search and engage medical experts for a variety of medical consulting projects. PRMA maintains a network of independent physicians as members of its Peer Review Board, available to assist in areas such as: expert medical opinions and testimony, legal case evaluation and strategy, assessment of damages, case valuation, medical peer review and chart review, independent medical review, quality and utilization review, medical case management, and medical second opinion. In addition, we offer a diverse program of technology and innovation services as member benefits to our member physicians through Pro-Med Alliance, our wholly-owned subsidiary.

Results Of Operations

---------------------

Comparison of Results of Operations for the Three Months Ended June 30, 2011 and 2010

Sales were $2,263,650 for the three months ended June 30, 2011, as compared to sales of $69,630 for the three months ended June 30, 2010, an increase of $2,194,020, or 3,151%. This increase in revenue for the three months ending June 30, 2011 is due to the transition the Company has made from developmental to operational, and due to the additional revenue provided by our Document Management Division, Environmental Division, and Staffing Division. The acquisition of Key Vista Associates, Inc. formed the foundation for our staffing division. For the three months ended June 30, 2011, the revenue associated with these acquired operations was $1,991,379.

Cost of sales was $2,010,913 for the three months ended June 30, 2011, as compared to cost of sales of $20,318 for the comparable period in 2010, an increase of $1,990,595, or 9,797%. Cost of sales increased due to the corresponding increase in revenues.

For the three months ended June 30, 2011, we incurred operating expenses of $607,642, which included selling, general and administrative expenses of $551,108, compared to operating expense of $425,222 during the three months ended June 30, 2010, which included selling, general and administrative expenses of $418,888 for the same period last year, or a 31.6% increase in selling, general and administrative expense. This increase is due an increase in business activity as the Company continues to execute its business plan. Selling, general and administrative expenses during the three months ended June 30, 2011, consisted of $103,620 in physician recruitment, $69,080 in administrative expense, $57,567 in operational expense, $17,594 in IT hosting and maintenance, $31,253 in rent, $89,462 in officers and directors compensation, $49,323 in consulting fees, $10,204 in telephone, $14,589 in legal and & professional fees, $5,708 in utilities and maintenance, $15,209 in office supplies, $1,935 in promotion and advertising, and $67,372 in interest expense. Depreciation and amortization expense increased to $56,534 during the three months ended June 30, 2011, compared with that of $6,334 for the same period in 2010. The increase in depreciation and amortization expense was primarily due to an increase in fixed assets, associated primarily with asset acquisitions.

As a result, we incurred a loss of ($438,152) during three months ended June 30, 2011, or ($0.05) per share, compared with a loss of ($439,685) during the three months ended June 30, 2010, or ($0.05) per share.

Comparison of Results of Operations for the Six Months Ended June 30, 2011 and 2010

Sales were $4,195,573 for the six months ended June 30, 2011, as compared to sales of $82,536 for the six months ended June 30, 2010, an increase of $4,113,037, or 4,983%. Our increase in revenues during the six months ended June 30, 2011 is due to the transition the Company has made from developmental to operational and due to the additional revenue provided our Document Management Division, Environmental Division, and Staffing Division. For the three months ended June 30, 2011, the revenue associated with these acquired operations was $3,641,085.

Cost of sales was $25,420 for the six months ended June 30, 2011, as compared to cost of sales of $25,420 for the comparable period in 2010, an increase of $3,653,018, or 14,371%. Cost of sales increased due to the corresponding increase in revenues.

For the six months ended June 30, 2011, we incurred operating expenses of $2,297,030, which included selling, general and administrative expenses of $1,128,797, compared to operating expense of $802,630 during the six months ended June 30, 2010, which included selling, general and administrative expenses of $792,019 for the same period last year, or a 20.5% increase in selling, general and administrative expense. This increase is due an increase in business activity as the Company continues to execute its business plan. Selling, general and administrative expenses during the six months ended June 30, 2011, consisted of $212,756 in physician recruitment, $141,837 in administrative expense, $118,198 in operational expense, $87,839 in IT hosting and maintenance, $56,758 in rent, $180,285 in officers and directors compensation, $88,071 in consulting fees, $19,603 in telephone, $27,839 in legal and & professional fees, $7,696 in utilities and maintenance, $22,959 in office supplies, $5,705 in licenses/permits, $2,235 in promotion and advertising, $18,448 in miscellaneous fees, and $137,815 in interest expense. Depreciation and amortization expense increased to $117,087 during the six months ended June 30, 2011, compared with that of $10,611 for the same period in 2010. The increase in depreciation and amortization expense was primarily due to an increase in fixed assets, associated primarily with asset acquisitions.

As a result, we incurred a loss of ($1,967,644) during the six months ended June 30, 2011, or ($0.22) per share, compared with a loss of ($868,150) during the six months ended June 30, 2010, or ($0.10) per share.

On January 3, 2011, the company purchased assets for use in the operations of our Environmental Division. The value of these assets as of June 30, 2011 is $150,096, which is the $951,647 value of the fixed assets less $801,551 in accumulated depreciation.

Liquidity And Capital Resources

At June 30, 2011, we had $97,901 in cash and marketable securities.

During the quarter ending June 30, 2011, operations were funded through the exercise of our outstanding Common Stock Purchase Options. On April 2, 2009 our registration statement was deemed effective by the SEC wherein we registered 323,940 shares of our Common Stock that underlie previously issued purchase options. As of the date of this report we have received an aggregate of $3,313,712 from the exercise of these Purchase Options and issued 189,355 shares of our Common Stock as a result. It is management’s intent to use the funds generated by the exercising of these options to execute the business plan.

The net cash used in operating activities for the quarter ended June 30, 2011 was $470,627. The net cash provided from financing activities for the quarter ended June 30, 2011 was $547,145. We had $97,901 in cash and cash equivalents as of June 30, 2011, compared to $102,808 in cash and cash equivalents as of June 30, 2010. We had $115,132 in account receivables as of June 30, 2011, as compared to $45,910 at June 30, 2010.

Off-Balance Sheet Arrangements

------------------------------

We have not entered into any 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 and would be considered material to investors.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

During the three months ended June 30, 2011, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting,

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2011. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be effective as of June 30, 2011 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

(REMOVED AND RESERVED)

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101.INS** XBRL Instance Document

Exhibit 101.SCH** XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL** XBRL Taxonomy Extension Calculation Linkbase

Document

Exhibit 101.DEF** XBRL Taxonomy Extension Definition Linkbase

Document

Exhibit 101.LAB** XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE** XBRL Taxonomy Extension Presentation Linkbase

Document

* Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

PEER REVIEW MEDIATION AND ARBITRATION, INC.

Dated: December 23 , 2010

By: /s/Willis Hale

-------------------------------

Willis Hale

Chief Executive Officer

By: /s/Marc E. Combs

-------------------------------

Marc E. Combs

Chief Financial Officer

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