-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RjZDdcTAk0BCHTe+TTf34kRUkI9Iz5G+4BrSlfDR0n213mqd516RCFd6LMaNyDB5 n81kcTHBov9Rkb3spVOapQ== 0001193125-08-076434.txt : 20080407 0001193125-08-076434.hdr.sgml : 20080407 20080407172737 ACCESSION NUMBER: 0001193125-08-076434 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080407 DATE AS OF CHANGE: 20080407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Mountain Resources Inc. CENTRAL INDEX KEY: 0001393570 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-143694 FILM NUMBER: 08743776 BUSINESS ADDRESS: STREET 1: 812D 16 AVENUE, S.W. CITY: CALGARY STATE: A0 ZIP: T2R 0S9 BUSINESS PHONE: 403-802-2800 MAIL ADDRESS: STREET 1: 812D 16 AVENUE, S.W. CITY: CALGARY STATE: A0 ZIP: T2R 0S9 8-K/A 1 d8ka.htm FORM 8-K/A Form 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 31, 2008

 

 

BLUE MOUNTAIN RESOURCES INC.

(Exact name of registrant as specified in this charter)

 

 

 

NEVADA   333-143694   98-0550407

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

254 Marcus Blvd. Hauppauge, NY   11788
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (631) 656-2000

812D 16 Avenue SW, Calgary, Alberta, Canada

(Former Name or Former Address, if Changes Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Current Report on Form 8-K/A contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, including, in particular, future sales, product demand, the market for our products in the People’s Republic of China and elsewhere, competition, exchange rate fluctuations and the effect of economic conditions include forward-looking statements.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-KSB, Form 10-QSB, Form 8-K, or their successors.

 

Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2008, Blue Mountain Resources Inc., a Nevada corporation (the “Company”), Patient Access Solutions Inc., a New York corporation and Blue Mountain Acquisition Subsidiary Corp., a Florida corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger whereby Patient Access Solutions Inc., was merged into the Company (the “Merger Agreement”). Pursuant to the terms and conditions of the Merger Agreement, the shareholders of Patient Access Solutions Inc. received an aggregate of 2,900,000 shares of Company Common Stock. A copy of the Merger Agreement was attached hereto as Exhibit 2.1 to the Company’s filing on Form 8-K, filed on April 3, 2008, and is incorporated herein by reference.

Patient Access Solutions Inc. has developed and markets the PASHealth Web Portal System. The PASHealth Web Portal System offers electronic medical eligibility, electronic referrals, and service authorizations, electronic claims processing, drug formularies, electronic prescriptions, electronic medical records and patient data, automating the labor intensive and expensive manual process currently used by many facilities and healthcare providers. D-PAS utilizes digital pen & paper, to capture handwritten information from the doctor or office personnel, transfer it into a digital form into the PAS web portal and utilize the data to initiate workflows in a secure environment. A patients’ medical history and patient records are used to initiate necessary workflows within the web portal, securely and much more efficiently, empowering the healthcare business process. In addition, the Web Portal System offers a complete suite of self pay receivable management solutions for the healthcare facilities.

 

2


Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 31, 2008, the Board of Directors appointed Bruce Weitzberg, Robert Linzalone, and Joseph I. Emas. Melvin Woolley resigned as an officer and Director. On March 31, 2008, the Board of Directors appointed Bruce Weitzberg as President and Chief Executive Officer.

The biographies of the new Directors and Officers are as follows:

Bruce Weitzberg

Mr. Weitzberg was the Chief Operating Officer of the Medcard Division of Medcom USA, Inc., a Healthcare transaction services company from 1999 through December 2006. Mr. Weitzberg was the Chief Executive Officer of Patient Access Solutions Inc. from December, 2006 through the current date. Mr. Weitzberg graduated from New York Institute of Technology in Old Westbury New York in1981.

Robert Linzalone

Mr. Linzalone was the Director of Operations of the Medcard Division of Medcom USA, Inc., a Healthcare transaction services company from 2002 through November, 2007. Mr. Linzalone was the Executive Vice President of Patient Access Solutions Inc. from December, 2006 through the current date.

Joseph I. Emas

Mr. Emas is licensed to practice law in Florida, New Jersey and New York. Mr. Emas specializes in securities regulation, corporate finance, mergers and acquisitions and corporate law. Mr. Emas received his Honors BA at University of Toronto, Bachelor of Administrative Studies, with distinction, at York University in Toronto, his JD, cum laude from Nova Southeastern Shepard Broad Law School and his LL.M. in Securities Regulation at Georgetown University Law Center. Mr. Emas was an Adjunct Professor of Law at Nova Southeastern Shepard Broad Law School. Mr. Emas received the William Smith Award, Pro Bono Advocate for Children in 2000 and the 2006 Child Advocacy Award in Florida and is the author of “Update of Juvenile Jurisdiction Florida Practice in Juvenile Law.” Mr. Emas was been a member of the Juvenile Court Rules Committee for the State of Florida from 1999 through 2006, and currently sits on the Florida Child Advocacy Committee.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(a) Financial statements of business acquired.

The financial statements required by this Item 9(a) as filed herein.

 

(b) Pro Forma financial information

The pro forma financial information required by this Item 9(b) as filed herein.

 

3


d) Exhibits:

 

  2.1

   Agreement and Plan of Merger, dated as of March 31, 2008, by and among Blue Mountain Resources Inc., Patient Access Solutions Inc, and Blue Mountain Acquisition Subsidiary Corp. (incorporated by reference to Exhibit 2.1, filed on Form 8-K on April 3, 2008)

99.1

   Financial Statements of Patient Access Solutions, Inc.

99.2

   Pro Forma financial information for Blue Mountain Resources, Inc. and Patient Access Solutions, Inc.

 

4


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.

 

  Blue Mountain Resources Inc.
Date: April 7, 2008.    
  By  

/s/ Bruce Weitzberg

    Bruce Weitzberg
    Chief Executive Officer

 

5


Exhibit Index

 

Exhibit No.

  

Description

  2.1    Agreement and Plan of Merger, dated as of March 31, 2008, by and among Blue Mountain Resources Inc., Patient Access Solutions Inc, and Blue Mountain Acquisition Subsidiary Corp. (incorporated by reference to Exhibit 2.1, filed on Form 8-K on April 3, 2008)

99.1

   Financial Statements of Patient Access Solutions, Inc.

99.2

   Pro Forma financial information for Blue Mountain Resources, Inc. and Patient Access Solutions, Inc.

 

6

EX-99.1 2 dex991.htm FINANCIAL STATEMENTS OF PATIENT ACCESS SOLUTIONS, INC. Financial Statements of Patient Access Solutions, Inc.

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Patient Access Solutions, Inc.

We have audited the accompanying balance sheets of Patient Access Solutions, Inc. as of December 31, 2006 and 2007, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2007 and the period April 3, 2006 (inception) through December 31, 2006. Patient Access Solutions, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Patient Access Solutions, Inc. as of December 31, 2006 and 2007, and the results of its operations and its cash flows for the year ended December 31, 2007 and the period April 3, 2006 (inception) through December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

The financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred operating losses since its inception. This condition raises substantial doubt as to the Company’s ability to continue as a going concern.

/s/ Jewett, Schwartz, Wolfe & Associates

April 7, 2008

 

1


Patient Access Solutions, Inc

Balance Sheet’s

 

     December 31,  
     2007     2006  
ASSETS     

CURRENT ASSETS:

    

Cash

   $ 943     $ 6,722  

Accounts receivable, net

     44,185    

Prepaid rent

     12,083    

Due from related party

     —         45,600  

Inventory

     19,250       6,000  

Current portion of investment in sales type leases

     216,503    

Other current assets

     1,000       15,612  
                

Total currents assets

     293,964       73,934  

Property and equipment, net

     303,966       115,948  

Long term portion of investment in sales type leases

     505,173       —    
                

TOTAL ASSETS

   $ 1,103,103     $ 189,882  
                
LIABILITIES AND STOCKHOLDERS’ DEFICIT     

CURRENT LIABILITIES

    

Account payable

   $ 125,136     $ 8,386  

Payroll taxes payable

     76,599       —    

Current portion of obligation under capital lease

     216,335       —    

Note payable

     553,000       —    
                

Total current liabilities

     971,070       8,386  

Long term portion of obligation under capital lease

     505,391       —    

COMMITMENTS AND CONTINGENCIES

    

STOCKHOLDERS’ DEFICIT

    

Common stock no par value 200 shares authorized 200 shares issued and outstanding. respectively

     —         —    

Additional paid-in capital

     377,407       247,000  

Accumulated deficit

     (750,765 )     (65,504 )
                

TOTAL STOCKHOLDERS’ DEFICIT

     (373,358 )     181,496  
                

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

   $ 1,103,103     $ 189,882  
                

See accompanying notes to financial statements.

 

2


Patient Access Solutions, Inc

Statements of Operations

 

     For the
Year Ended
December 31, 2007
    For the period
April 3, 2006
(Inception) to
December 31, 2006
 

REVENUES:

    

Sales of equipment

   $ 292,292     $ 219,991  

Credit card processing revenue

     30,351       —    
                

Total revenues

     322,643       219,991  

Cost of goods sold

     108,773       89,463  
                

Gross Profit

     213,870       130,528  

OPERATING EXPENSES:

    

General and administrative expenses

     805,533       184,204  

Depreciation

     23,657       11,828  
                

TOTAL OPERATING EXPENSES

     829,190       196,032  
                

Net loss from operations

     (615,320 )     (65,504 )

OTHER EXPENSES:

    

Interest expense

     69,941       —    
                

Total other expenses

     69,941       —    

Net loss before income taxes

     (685,261 )     (65,504 )
                

Income taxes

     —         —    
                

NET LOSS

   $ (685,261 )   $ (65,504 )
                

Weighted average number of common shares outstanding Basic and Fully Diluted

     200       200  
                

Basic and Fully diluted net loss per share

   $ (3,426.31 )   $ (327.52 )
                

See accompanying notes to financial statements.

 

3


Patient Access Solutions, Inc

Consolidated Statement of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2007 and the Period April 3, 2006 (Inception) to December 31, 2006

 

     No Par Value
Common Stock
   Additional
Paid-in

Capital
   Accumulated
Deficit
    Total  
     Shares    Amount        

April 3, 2006 (Inception)

   —      $ —      $ —      $ —       $ —    

Issuance of common stock to founder

   200      —        —        —         —    

Capital contribution of equipment

   —        —        187,000      —         187,000  

Capital contribution of cash

           60,000      —         60,000  

Net Loss from April 3, 2006 (Inception) to December 31, 2006

              (65,504 )     (65,504 )
                                   

Balance December 31, 2006

   200    $ —      $ 247,000    $ (65,504 )   $ 181,496  

Capital contribution of equipment

   —        —        130,407      —         130,407  

Net loss for the year ended December 31, 2007

   —        —        —        (685,261 )     (685,261 )
                                   
   200    $ —      $ 377,407    $ (750,765 )   $ (373,358 )
                                   

See accompanying notes to financial statements.

 

4


Patient Access Solutions, Inc.

Statement of Cash Flows

 

     For the
Year Ended
December 31, 2007
    For the period
April 3, 2006
(Inception) to
December 31, 2006
 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (685,261 )   $ (65,504 )

Adjustments to reconcile net loss to net cash used in operating activities

    

Depreciation

     23,657       11,828  

Capital contribution of services

     —         20,000  

Increase in reserve for uncollectible accounts receivable

     2,000       —    

Changes in operating assets and liabilities

       —    

Increase in accounts receivable

     (46,185 )     —    

(Increase) / decrease in inventory

     (13,250 )     34,118  

(Increase) / decrease in other assets

     14,612       (15,612 )

Increase in prepaid rent

     (12,083 )     —    

Increase in accounts payable and accrued expenses

     116,750       8,392  

Increase is payroll taxes payable

     76,599       —    
                

CASH FLOWS USED IN OPERATING ACTIVITIES

     (523,161 )     (6,778 )
                

CASH FLOWS FROM INVESTING ACTIVITIES

    

Increase in investment in leases

     (721,676 )     —    

Increase in obligation under capital leases

     721,726       —    

Due from related part

     45,600       (46,500 )

Purchase of fixed assets

     (81,268 )     —    
                
     (35,618 )     (46,500 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Purchase of fixed assets

    

Proceed from notes payable

     553,000       —    

Capital contribution of cash

     —         60,000  
                

CASH FLOWS FROM FINANCING ACTIVITIES

     553,000       60,000  
                

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (5,779 )     6,722  

CASH AND CASH EQUIVALENTS, Beginning

     6,722       —    
                

CASH AND CASH EQUIVALENTS, Ending

   $ 943     $ 6,722  
                

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

    

Interest paid

   $ —       $ —    
                

Income taxes

   $ —       $ —    
                

Capital contribution of equipment

   $ 130,407     $ 127,776  
                

See accompanying notes to financial statements.

 

5


PATIENT ACCESS SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2007

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Patient Access Solutions Inc. was incorporated on April 3, 2006. Recognizing that healthcare is the largest industry in the world and that it offers many opportunities to capture data and complete transactions electronically, the Company began to apply its technology knowledge in this marketplace. Patient Access Solutions, Inc., as a technology solutions provider is focused on quality and service within the healthcare community, with an overall focus of using innovative and secure technology to facilitate their client’s needs. Patient Access Solutions and PASHealth.com are hereafter referred to as (the “Company”).

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of the Company for the year ending 2007 and the period from April 3, 2006 (Inception ) to December 31, 2006. There are no subsidiaries of the “Company”

REVENUE RECOGNITION

The Company recognizes revenue when earned in accordance with Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, and Emerging Issues Task Force (“EITF”) 00-21, Revenue Arrangements with Multiple Deliverables . Revenue is recognized when persuasive evidence of an arrangement exists, product delivery and installation and configuration has occurred or services have been rendered, the price is fixed or determinable and collectibility is reasonably assured. For product sales, revenue is not recognized until title and risk of loss have transferred to the customer. The Company’s revenue arrangements, with multiple elements (if any) are divided into separate units of accounting if specified criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. The consideration received is allocated among the separate units based on their respective fair values, and the applicable revenue recognition criteria are applied to each of the separate units.

The Company follows SFAS No. 13, Accounting For Leases, for its sales-type lease agreements. Under the Company’s sales-type leases, customers purchase terminals from the “ Company”. The purchase price of the terminal includes all installation and programming. . In accordance with SFAS No. 13, the minimum lease payment, less the unearned interest income, which is computed at the interest rate implicit in the lease agreement, is recorded as the net investment in sales-type leases. The Company recognizes equipment revenue under sales-type lease agreements either at installation in accordance with the agreed upon contract terms. .

In addition, the Company reviews and assesses the net realizability of its investment in sales-type leases at each reporting period. This review includes determining, on a customer specific basis the future realizability of the collection of the lease payments.

As of December 31, 2007, the Company does not consider any sales-type lease agreement, an impaired asset.

Under the Lease agreement at the end of the lease period the customer has to either renew the lease or return the equipment to the “ Company” . The terminals that were leased will be refurbished and reprogrammed and can then be further leased and or sold to other customers of the “ Company” .

Revenue types:

 

  1. Leases the terminals to its customers through a third party leasing company. The leasing company is then invoiced for the Gross amount of the lease payments, less the leasing company’s fees for advance funding of the lease. The “Company’s” agreement with the leasing company(s) provides no recourse if the lessee defaults on the lease for any reason. Revenue is recognized when the equipment is installed. At year end an accrual will be made for any installed equipment at customer’s premises for which payment has not been received.

 

  2. The Company rents terminals to its customers. The “Rental Agreement” is generally for an average of forty months.

 

  3. The Company also bills it’s leasing and rental customers for various transaction fees for certain types of transactions processed through the terminals. These transactions fees include government eligibility transactions, claims transactions and credit card transactions.

 

  4. The Company also offers a web based portal solution. The Company receives payments for all web based portal services through as 36-48 month Subscription agreements and additional residual transaction revenue generated through the system from the healthcare providers for these transactions.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2007 and 2006, cash and cash equivalents included cash on hand and cash in the bank.

ACCOUNTS RECEIVABLE

The Company is required to estimate the collect ability of its accounts receivable as noted on the Balance Sheet and under the guidelines of FASB 13. The Company’s reserve for doubtful accounts is estimated by management based on a review of historic losses and the age of existing receivables from specific customers.

CONCENTRATION OF CREDIT RISK

Of the approximately $47,000 of Accounts Receivable at year end 2007 about $28,000 is due from one customer. Thus approximately 59% is due from one customer. The “Company” has not had any collection problem from this customer. It collected rental income and transaction fees 90 days after billing throughout 2007. Management believes that will continue to adhere to payment on or about 90 days after billing.

 

6


USE OF ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

INVENTORIES

The Company’s inventories consist of both new and refurbished point of service terminals. Inventories are stated at lower of cost or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful life.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Total advertising costs charged to operations for the years ended December 31 2007 $4,941.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheet for cash, receivables, accounts payable, accrued expenses and notes payable approximate fair value based on the short-term maturity of these instruments.

INCOME TAXES

At December 31, 2007 and 2006 we had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an approximate expected rate of 40.5%. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has be established at December 31, 2007. The valuation allowance increased approximately $24,000 in 2006 and $304,000 in 2007, primarily because of the Company’s inability to utilize net operating losses. The significant components of the deferred tax asset at December 31, 2007 and 2006 were as follows:

 

     December 31,  
     2007     2006  

Deferred tax assets:

    

Operating loss carryovers

   $ 304,000     $ 24,000  
     —         —    
                

Deferred tax asset

     304,000       24,000  

Valuation allowance

     (304,000 )     (24,000 )
                

Net deferred tax

   $ —       $ —    
                

Since the company had a loss of $65,504 from the period of April 3, (Inception) to December 31, 2006 and $685,261 for the year ended December 31, 2007 there are no income tax liabilities and a NOL (Net Operating Loss) carry forward of $750,765.

BUSINESS SEGMENTS

The Company operates in the Technology Sector in the Healthcare Information Services Industry.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value, entities

 

7


provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 affects those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

NOTE 3. ACCOUNTS RECEIVABLE

Accounts receivable at December 31, 2007 consisted of the following:

 

Accounts receivable

   $ 46,185  

Less allowance for doubtful accounts

     (2,000 )
        

Accounts receivable, net

   $ 44,185  

During the year ended December 31, 2007 the Company increased, its allowance for doubtful accounts to $2,000.

NOTE 4. PROPERTY AND EQUIPMENT

At December 31, 2007 property and equipment consisted of the following:

 

Computer equipment

   $ 110,645  

Rental Terminals

     204,215  

Furniture/Fixtures

     24,591  

Less accumulated depreciation

     (35,485 )
        
   $ 303,966  

Depreciation expense for the year ended December 31, 2007 and the period April 3, 2006 (Inception to December 31, 2006 were $23,657 and 11,828, respectively.

NOTE 5 INVESTMENTS IN SALES TYPES LEASES

The Company leases equipment to customers under sales-type leases. The components of the Company’s net investment in sales-type leases are as follows at December 31, 2007 is as follows:

 

Total minimum lease payments receivable

   $ 804,665

Less:

  

Unearned interest income

     82,989

Allowance for lease payments

  
      

Net investment in sales-type leases

     721,676

Less — current portion

     216,503
      
   $ 505,173
      

Future minimum lease payments due under non-cancelable leases as of December 31, 2007 are as follows:

 

2008

   $ 241,400

2009

     225,360

2010

     225,360

2011

     112,245

2012

     —  
      
   $ 804,365
      

NOTE 6. . PAYROLL TAX ES PAYABLE

As of December 31, 20007 the Company has an unpaid tax liability for payroll taxes of $75,599. On February 25, 2008 $34,040 was paid to the Internal Revenue Service for 2007 Federal Taxes payable

NOTE 7. COMMITMENTS AND CONTINGENCIES

Lease agreements

The Company sub-leased a facility, on an annual basis, under a lease which expired December 2007. Rent expense for the twelve months ending December 31, 2007 was $28,331. The Company has moved to a newer, larger facility and sub-leases its facility, on an annual basis, under a lease expiring December 2012. The rental expense for 2008 will be $72,516.

NOTE 8. NOTES PAYABLE

From February 2007 through December 2007, we received gross proceeds of $553,000 in connection with a financing provided by an unrelated party. In connection with the financing, we issued secured promissory notes in the original principal amount of $553,000 (the “Note”). The Note bears interest at the rate of

 

8


12% per year, payable monthly in arrears and was to become due and payable on February 15, 2008. The Company signed an extension agreement with the note holder extending the due date to April 15, 2008. As part of the extension agreement the Company granted shares equal to 2% of the common stock issued and outstanding at the time.

NOTE 9. EQUITY TRANSACTIONS

COMMON STOCK AND WARRANTS

The Company is authorized to issue 200 shares of $0.00 par value stock. In April 2006 the Company issued 200 shares of common stock.

CAPITAL CONTRIBUTIONS

During the year ended December 31, 2006 a related party contributed equipment valued at $127,776, Inventory of $39,224, services of $20,000 and cash of $60,000.

During the year ended December 31, 2007 a related party contributed equipment valued at $130,407.

NOTE 10. GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net, loss of $685,261 for the year ended December 31, 2007, a working capital, deficiency of $179,406, a stockholders’ deficiency of $373,358. These factors raise substantial doubt about the Company’s ability to continue as a going, concern.

While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, generate revenue, and secure additional financing. The Company believes it is taking actions to further implement its business plan and generate revenue, including additional financing which the Company is currently pursuing, but the Company will not be able to continue as a going concern in the absence of obtaining sufficient funding. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 11. SUBSEQUENT EVENT

On March 31, 2008, The Company entered into an Agreement and Plan of Merger whereby the Company reversed merged with a public entity. Pursuant to the terms and conditions of the Merger Agreement, the shareholders of The Company received an aggregate of 2,800,000 shares of Company Common Stock

 

9

EX-99.2 3 dex992.htm PRO FORMA FINANCIAL INFORMATION FOR BLUE MOUNTAIN RESOURCES, INC. Pro Forma Financial Information for Blue Mountain Resources, Inc.

Exhibit 99.2

BLUE MOUNTAIN RESOURCES, INC.

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

Basis of Presentation

On March 31, 2008, Blue Mountain Resources, Inc. (the “Company”) entered into an Agreement and Plan of Reorganization (the “Plan of Reorganization”) with Patient Access Solutions, Inc., a New York corporation. The closing of the transaction took place on March 31, 2008 (the “Closing Date”) and resulted in the acquisition of Patient Access Solutions, Inc. (the “Acquisition”). Pursuant to the terms of the Plan of Reorganization, The Company acquired all of the outstanding capital stock and ownership interests of Patient Access Solutions, Inc. (the “Interests”) from the Patient Access Solutions, Inc. for an aggregate of 2,900,000 shares, or 35% of the Company’s common stock.

Under the Share Exchange Agreement, at the Closing on March 31, 2008, our authorized capital stock consists of 8,300,000 shares of common stock, par value $0.001 per share. As of March 31, 2008 and immediately after Closing, an aggregate of 8,300,000 shares of Common Stock were outstanding, including shares issued pursuant to the Closing. Generally accepted accounting principles require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition. Accordingly, the share exchange transaction has been accounted for as a recapitalization of the Company.

The unaudited pro forma condensed consolidated statements of income (loss) combine the historical condensed consolidated statements of income (loss) of the Company and Patient Access Solutions, Inc., giving effect to the share exchange and other related events as if it had occurred on January 1, 2006 and January 1, 2007. The unaudited pro forma condensed consolidated balance sheet combines the historical condensed consolidated balance sheets of the Company and Patient Access Solutions Inc., giving effect to the share exchange and other related events as if it had been consummated on December 31, 2007. These unaudited pro forma condensed consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the transaction occurred on the date indicated and are not necessarily indicative of the results that may be expected in the future.

 

1


BLUE MOUNTAIN RESOURCES, INC

PRO-FORMA CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2007

 

     Blue Mountain
Resources, Inc.
    Patient Access
Solutions
    Pro Forma
Adjustments
    Pro Forma
Amount
 
ASSETS         

Current assets:

        

Cash

   $ 3,692     $ 943 (1)   (3,692 )   $ 943  

Accounts receivable

     —         44,185         44,185  

Prepaid rent

     —         12,083         12,083  

Inventory

     —         19,250         19,250  

Current portion of investment in sales type leases

     —         216,503         216,503  
     —         —           —    

Other current assets

     —         1,000         1,000  
                          

Total current assets

     3,692       293,964         293,964  
                          

Property and equipment, net

     —         303,966         303,966  

Long term portion of investment in sales type leases

     —         505,173         505,173  
                          
       809,139         809,139  
   $ 3,692     $ 1,103,103       $ 1,103,103  
                          

Current liabilities:

        

Accounts payable

   $ 5,561     $ 125,136 (1)   (5,561 )   $ 125,136  

Payroll taxes payable

       76,599         76,599  

Current portion of obligations under capital leases

       216,335         216,335  

Loans from related parties

     10,329         (1)   (10,329 )     —    

Notes payable

     —         553,000         553,000  
                          

Total current liabilities

     15,890       971,070         971,070  
                          

Long Term portion of obligations under capital leases

       505,391         505,391  

Stockholders’ deficiency:

        

Common stock

     5,400       —       2,800       8,200  

Additional paid-in capital

     17,100       377,407 (1)   12,198       406,705  
         (2)   (34,698 )     (37,498 )
       (2,800 )  

Accumulated deficit

     (34,698 )     (750,765 )(2)   34,698       (750,765 )
                          

Total stockholders’ equity (deficiency)

     (12,198 )     (373,358 )       (373,358 )
                          
   $ 3,692     $ 1,103,103       $ 1,103,103  
                          

 

2


   (1 )      

Cash

         3,692

Account payable

      5,561   

Loans from related party

      10,329   

Additional paid-in capital

         12,198

To record the elimination of Tradeshow Products Accumulated Deficit

        
   (2 )      

Accumulated deficit

      34,698   

Additional paid-in capital

         34,698

Elimination of accumulated deficit

        
   (3 )      

Additional paid-in capital

      2,800   

Common stock

         2,800

To record issuance of 2,800,000 shares of common stock to shareholders of Patient Access Solutions, Inc.

 

3


BLUE MOUNTAIN RESOURCES, INC

PROFORMA CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

 

     Blue Mountain
Resources, Inc.
    Patient Access
Solutions
    Pro Forma
Adjustments
    Pro Forma Amount  

Revenues:

        

Revenue

   $ —       $ 322,643       $ 322,643  

Cost of Goods sold

       108,773         108,773  
                          
       213,870         213,870  

Operating expenses:

        

General and administrative expenses

     7,306       805,533     (7,306 )     805,533  

Mineral properties

     10,393       (10,393 )     —    

Professional fees

     9,542       (9,542 )     —    

Depreciation & Amortization

     —         23,657         23,657  
                          

Total operating expenses

     27,241       829,190         829,190  

(Loss) income from operations

     (27,241 )     (615,320 )       (615,320 )

Interest expense

       69,941         69,941  

(Loss) income before provision for income taxes

     (27,241 )     (685,261 )       (685,261 )

Provision for income taxes

     —         —           —    
                          

Net loss

   $ (27,241 )   $ (685,261 )     $ (685,261 )
                          

 

4


BLUE MOUNTAIN RESOURCES, INC

PROFORMA CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2006

 

     Blue Mountain
Resources, Inc.
    Patient Access
Solutions
    Pro Forma
Adjustments
    Pro Forma Amount  

Revenues:

        

Revenue

   $ —       $ 219,991       $ 219,991  

Cost of Goods sold

       89,463         89,463  
                          
       130,528         130,528  

Operating expenses:

        

General and administrative expenses

     822       184,204     (822 )     184,204  

Depreciation & Amortization

     —         11,828         11,828  
                          

Total operating expenses

     822       196,032         196,032  

(Loss) income from operations

     (822 )     (65,504 )       (65,504 )

Interest expense

       —           —    

(Loss) income before provision for income taxes

     (822 )     (65,504 )       (65,504 )

Provision for income taxes

     —         —           —    
                          

Net loss

   $ (822 )   $ (65,504 )     $ (65,504 )
                          

 

5

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