Healthcare Solutions Management Group, Inc. - Quarter Report: 2008 June (Form 10-Q)
INFRARED
SYSTEMS INTERNATIONAL
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
{X}
QUARTERLY REPORT UNDER SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period ended June 30, 2008
OR
{ }
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE
EXCHANGE ACT
For
transition period from _______________ to _______________
Commission
File Number: 0-17953
Infrared
Systems International
(Exact
Name of Small Business Issuer as Specified in its Charter)
Nevada
38-3767357
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
|
15 N.
Longspur Drive
The
Woodlands, TX 77380
(Address
of principal executive offices)
(310)
213-2143
(Issuer’s
telephone number)
-------------------------
Check
whether the issuer (1) filed all reports required to be filed by
Section
13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
{ } NO { X }
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of August 24, 2008: 6,000,000 of Common
shares outstanding.
Transitional
Small Business Disclosure Format (check one):
YES { }
NO { X }
ii
Table
of Contents
Filing
Sections
Document i
Base ii
Cover
Page ii
Table of
Contents iii
Part
I 1
Condensed
Balance
Sheets 1
Assets 1
Liabilities
& Stockholders
Equity 1
Condensed
Statements of
Operations 2
Condensed
Statements of Cash
Flows 3
Notes to
the condensed Financial
Statements
4
Item 2,
Management
Discussion
7
Item 3,
Controls &
Procedures
9
Part
II
9
Exhibits
and
Reports
10
List of
Exhibits 12
Signatures 12
Exhibits
Exhibits Filed as
Exhibits
iii
INFRARED
SYSTEMS INTERNATIONAL
JUNE 30,
2008 CONDENSED FINANCIAL STATEMENTS
TABLE OF
CONTENTS
Page
|
|
Condensed
Balance Sheets, June 30, 2008 and September 30, 2007
|
2
|
Condensed
Statements of Operations, For the Three and Nine Months Ended June 30,
2008 and 2007
|
3
|
Condensed
Statements of Cash Flows, For the Nine Months Ended June 30, 2008 and
2007
|
4
|
Notes
to the Condensed Financial Statements
|
5 -
8
|
1
INFRARED
SYSTEMS INTERNATIONAL
CONDENSED
BALANCE SHEETS
ASSETS
|
||||||||
June
30, 2008
(unaudited)
|
September
30, 2007
|
|||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$
|
137,343
|
$
|
118,904
|
||||
Accounts
receivable
|
19,200
|
17,400
|
||||||
Prepaid
expenses
|
1,774
|
2,406
|
||||||
Total
Current Assets
|
158,317
|
138,710
|
||||||
PROPERTY
AND EQUIPMENT, net
|
2,434
|
1,438
|
||||||
DEFINITE-LIFE
INTANGIBLE ASSETS
|
17,965
|
16,765
|
||||||
TOTAL
ASSETS
|
$
|
178,716
|
$
|
156,913
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$
|
13,300
|
$
|
14,788
|
||||
Customer
deposits
|
118,300
|
-
|
||||||
Total
Current Liabilities
|
131,600
|
14,788
|
||||||
DEFERRED
INCOME TAX LIABILITY
|
-
|
68
|
||||||
Total
Liabilities
|
131,600
|
14,856
|
||||||
STOCKHOLDERS’
EQUITY (Restated):
|
||||||||
Preferred
stock, $0.001 par value, 50,000,000 shares authorized, no shares issued
and outstanding
|
-
|
-
|
||||||
Common
stock, $0.001 par value, 50,000,000 shares authorized, 6,000,000 shares
issued and outstanding
|
6,000
|
6,000
|
||||||
Capital
in excess of par value
|
998,619
|
998,619
|
||||||
Retained
earnings (deficit)
|
(957,503)
|
(862,562)
|
||||||
Total
Stockholders’ Equity
|
47,116
|
142,057
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
178,716
|
$
|
156,913
|
See
accompanying notes.
2
INFRARED
SYSTEMS INTERNATIONAL
CONDENSED
STATEMENTS OF OPERATIONS (UNAUDITED)
THREE AND
NINE MONTHS ENDED JUNE 30, 2008 AND 2007
Three
Months
|
Nine
Months
|
||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||
(Restated)
|
(Restated)
|
||||||||||
REVENUES:
|
|||||||||||
Royalty
|
$
|
19,200
|
$
|
13,600
|
$
|
37,600
|
$
|
47,200
|
|||
OPERATING
EXPENSES:
|
|||||||||||
Consulting
|
190
|
-
|
536
|
204
|
|||||||
Professional
fees
|
36,699
|
9,989
|
92,699
|
38,109
|
|||||||
Other
general and administrative
|
22,140
|
5,226
|
39,331
|
13,883
|
|||||||
Total
Operating Expenses
|
59,029
|
15,215
|
132,566
|
52,196
|
|||||||
INCOME
(LOSS) FROM OPERATIONS
|
(39,829)
|
(1,615)
|
(94,966)
|
(4,996)
|
|||||||
OTHER
INCOME (EXPENSE):
|
|||||||||||
Interest
expense
|
-
|
(4,212)
|
(43)
|
(8,319)
|
|||||||
Related
party interest expense
|
-
|
(1,584)
|
-
|
(4,708)
|
|||||||
Total
Other Income (Expense)
|
-
|
(5,796)
|
(43)
|
(13,027)
|
|||||||
LOSS
BEFORE INCOME TAX PROVISION
|
(39,829)
|
(7,411)
|
(95,009)
|
(18,023)
|
|||||||
PROVISION
FOR INCOME TAXES
|
-
|
-
|
68
|
-
|
|||||||
NET
INCOME (LOSS)
|
$
|
(39,829)
|
$
|
(7,411)
|
$
|
(94,941)
|
$
|
(18,023)
|
|||
BASIC
AND DILUTED NET INCOME (LOSS) PER SHARE
|
$
|
(0.01)
|
$
|
(0.00)
|
$
|
(0.02)
|
$
|
(0.00)
|
|||
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
6,000,000
|
6,000,000
|
6,000,000
|
6,000,000
|
See
accompanying notes.
3
INFRARED
SYSTEMS INTERNATIONAL
CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE
MONTHS ENDED JUNE 30, 2008 AND 2007
2008
|
2007
|
||||
(Restated)
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||
Net
income (loss)
|
$
|
(94,941)
|
$
|
(18,023)
|
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
|||||
Depreciation
|
245
|
169
|
|||
Imputed
interest
|
-
|
4,708
|
|||
Net
(increase) decrease in operating assets:
|
|||||
Accounts
receivable
|
(1,800)
|
600
|
|||
Prepaid
expenses
|
632
|
(313)
|
|||
Net
increase (decrease) in operating liabilities:
|
|||||
Accounts
payable
|
(1,488)
|
52,411
|
|||
Customer
deposits
|
118,300
|
-
|
|||
Unearned
revenues
|
-
|
(29,500)
|
|||
Deferred
income tax liability
|
(68)
|
-
|
|||
Net
Cash Provided by Operating Activities
|
20,880
|
10,052
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||
Payments
for property and equipment
|
(1,241)
|
-
|
|||
Payments
for definite-life intangible assets
|
(1,200)
|
(13,765)
|
|||
Net
Cash Used by Investing Activities
|
(2,441)
|
(13,765)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||
Payments
on related party loans
|
-
|
(2,000)
|
|||
Proceeds
from related party loans
|
-
|
3,600
|
|||
Net
Cash Provided by Financing Activities
|
-
|
1,600
|
|||
NET
INCREASE (DECREASE) IN CASH
|
18,439
|
(2,113)
|
|||
CASH
AT BEGINNING OF PERIOD
|
118,904
|
4,200
|
|||
CASH
AT END OF PERIOD
|
$
|
137,343
|
$
|
2,087
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW
INFORMATION:
|
|||||
Cash
paid during the period for:
|
|||||
Interest
|
$
|
43
|
$
|
8,319
|
|
Income
taxes
|
$
|
-
|
$
|
-
|
|
SUPPLEMENTAL
DISCLOSURES OF NONCASH INVESTING
AND
FINANCING ACTIVITIES:
|
|||||
None
|
See
accompanying notes.
4
INFRARED
SYSTEMS INTERNATIONAL
NOTES TO
THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
accompanying financial statements have been prepared by the Company in
accordance with Article 8 of U.S. Securities and Exchange Commission Regulation
S-X. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2008 and 2007 and for
the periods then ended have been made. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with U.S. generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's September 30, 2007 audited financial
statements. The results of operations for the periods ended June 30,
2008 and 2007 are not necessarily indicative of the operating results for the
full year.
Research
and Development – The Company expenses research and development costs as
incurred. During the nine months ended June 30, 2008 and 2007,
respectively, research and development costs amounted to $10,632 and $0, which
are included in other general and administrative expenses.
NOTE 2 -
GOING CONCERN
The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. At June 30, 2008,
the Company had a retained deficit of $957,503. During the nine
months ended June 30, 2008, the Company incurred a net loss of
$94,941. These factors create an uncertainty about the Company’s
ability to continue as a going concern. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
The
Company’s continuation as a going concern is dependent upon its ability to
increase revenues, decrease or contain costs, and achieve profitable
operations. In this regard, Company management is proposing to
develop additional applications for the Company’s technology, specifically in
security system surveillance. Management estimates 18 to 30 months
before the Company will start realizing revenues from security system
surveillance applications. Should the Company’s financial resources
prove inadequate to meet the Company’s needs before additional revenue sources
can be realized, the Company may raise any necessary additional funds through
loans or through sales of common stock. There is no assurance that
the Company will be successful in achieving profitable operations or in raising
any additional capital.
5
INFRARED
SYSTEMS INTERNATIONAL
NOTES TO
THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
CONTINUED
NOTE 3 -
RELATED PARTY TRANSACTIONS
Related
Party Loans - During the nine months ended June 30, 2007, an officer of the
Company loaned $3,600 to the Company and Parent, and the Company and Parent
repaid loans totaling $2,000. At September 30, 2007, the Company and
Parent had repaid the loans. During the nine months ended June 30,
2007, the Company and Parent imputed interest expense of $4,708.
Office
Space - During the nine months ended June 30, 2008 and 2007, the Company and
Parent paid or accrued $3,600 and $3,600 in rent to an officer of the
Company.
NOTE 4 -
PROPERTY AND EQUIPMENT
Estimated
Useful Lives
|
June
30, 2008
|
|||
Optical
equipment
|
5
years
|
$
|
39,386
|
|
Office
equipment
|
5 -
10 years
|
2,927
|
||
42,313
|
||||
Less
accumulated depreciation
|
(39,879)
|
|||
Net
property and equipment
|
$
|
2,434
|
Depreciation
expense for the nine months ended June 30, 2008 and 2007 was $245 and $169,
respectively.
NOTE 5 -
DEFINITE-LIFE INTANGIBLE ASSETS
Estimated
Useful Life
|
June
30, 2008
|
|||
Pending
patent application
|
Not
Applicable
|
$
|
17,965
|
|
17,965
|
||||
Less
accumulated amortization
|
-
|
|||
Net
definite-life intangible assets
|
$
|
17,965
|
The
Company's definite-life intangible assets consist only of a pending patent
application.
6
INFRARED
SYSTEMS INTERNATIONAL
NOTES TO
THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
CONTNUED
NOTE 6 -
CUSTOMER DEPOSITS
At June
30, 2008, the Company had received cash deposits of $118,300 from a customer in
Taiwan to purchase infrared detectors, affix them to cameras supplied by the
customer, and ready them for shipment back to the customer in accordance with
the requirements of the Company’s export license. Although the terms
of the arrangement provide that the deposits are not refundable, the Company has
recorded them as of June 30, 2008 as a current liability because the earnings
process was incomplete. The Company will use approximately $112,000
of the deposits to purchase the infrared detectors in accordance with the
customer’s specifications. After the Company ships the assembled
cameras with infrared detectors, the Company will recognize as revenue the net
amount of the deposits related to its services, which amount is expected to be
approximately $6,000.
NOTE 7 -
CONCENTRATIONS
At June
30, 2008, the Company had a cash balance in excess of federally-insured amounts
of $45,773.
At June
30, 2008, 100% of the Company's accounts receivable was due from a single
licensee. During the nine months ended June 30, 2008 and 2007, 100%
of the Company's and Parent’s royalty revenues were generated through a single
licensee.
NOTE 8 -
INCOME TAXES
At June
30, 2008, the Company has federal net operating loss carryovers of approximately
$109,400 available to offset future taxable income and expiring in 2026, 2027,
and 2028. At June 30, 2008, the Company had experienced losses since
inception and had not yet generated any taxable income; therefore, the Company
established a valuation allowance to offset the net deferred tax
assets.
The
income tax provision consists of the following components for the nine months
ended June 30, 2008 and 2007:
2008
|
2007
|
||||
Current
income tax expense (benefit)
|
$
|
-
|
$
|
-
|
|
Deferred
income tax expense (benefit)
|
(68)
|
-
|
|||
Net
income tax expense (benefit) charged to operations
|
$
|
(68)
|
$
|
-
|
7
INFRARED
SYSTEMS INTERNATIONAL
NOTES TO
THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
CONTINUED
NOTE 8 -
INCOME TAXES (Continued)
The
income tax provision differs from the amounts that would be obtained by applying
the federal statutory income tax rate to loss before income tax provision as
follows for the nine months ended June 30, 2008 and 2007:
2008
|
2007
|
||||
Loss
before income tax provision
|
$
|
(95,009)
|
$
|
(18,023)
|
|
Expected
federal income tax rate
|
15.0%
|
15.0%
|
|||
Expected
income tax expense (benefit) at statutory rate
|
$
|
(14,251)
|
$
|
(2,703)
|
|
Tax
effect of:
|
|||||
Parent’s
expenses included in operations
|
-
|
2,547
|
|||
Meals
and entertainment
|
379
|
-
|
|||
Change
in valuation allowance
|
13,804
|
156
|
|||
Net
income tax expense (benefit)
|
$
|
(68)
|
$
|
-
|
The
Company’s deferred tax assets, deferred tax liabilities, and valuation allowance
are as follows:
June
30, 2008
|
||
Deferred
tax assets:
|
||
Organization
costs
|
$
|
165
|
Net
operating loss carryovers
|
16,403
|
|
Total
deferred tax assets
|
$
|
16,568
|
Deferred
tax liabilities:
|
||
Book
basis of patent application
|
$
|
(2,695)
|
Tax
depreciation in excess of book
|
(69)
|
|
Total
deferred tax liabilities
|
$
|
(2,764)
|
Total
deferred tax assets
|
$
|
16,568
|
Total
deferred tax liabilities
|
(2,764)
|
|
Valuation
allowance
|
(13,804)
|
|
Net
deferred tax asset (liability)
|
$
|
-
|
These
amounts have been presented in the financial statements as follows:
June
30, 2008
|
||
Current
deferred tax asset (liability)
|
$
|
-
|
Non-current
deferred tax asset (liability)
|
-
|
|
$
|
-
|
8
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
The
management discussion contains certain forward-looking statements and
information that are based on the beliefs of management as well as assumptions
made by and information currently available to management. When used in this
document, the words "anticipate," "believe," "estimate," "expect," "intend,"
"will," "plan," "should," "seek," and similar expressions, are intended to
identify forward-looking statements. Such statements reflect the current view of
management regarding future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual actions or results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended. The following
discussion and analysis should be read in conjunction with the company's
financial statements and related footnotes for the year ended September 30,
2007. The discussion of results, causes and trends should not be construed to
imply any conclusion that such results or trends will necessarily continue in
the future.
Results
of Operations for the Three and Nine Months Ended June 30, 2008 compared with
the Three and Nine Months Ended June 30, 2007.
Revenues
The
revenues for the three months ending June 30, 2008 were $19,200 as compared to
$13,600 in the quarter ending June 30, 2007. Revenues were $37,600
for the nine months ended June 30, 2008, as compared to $47,200 for the nine
months ended June 30, 2007. The decrease in revenues during the nine month
period was due to a reduction in EVS sales caused by the phasing out of EVS I to
be replaced by EVS II. A total of 47 EVS units were sold by Kollsman
during the nine months ended June 30, 2008 as compared to 59 units in the nine
months ended June 30, 2007.
Operating Expenses
The operating expenses for the three
months ended June 30, 2008 were $59,029 as compared to $15,215 for the three
months ended the June 30, 2007. The substantial increase of 290% was
due to an increase in professional fees from $9,989 to $36,699 and an increase
in other general and administrative expenses from $5,226 to $22,140, in both
cases as a result of costs relating to the preparation of the registration
statement relating to the spin-off. Operating expenses were $132,566
for the nine months ended June 30, 2008, as compared to $52,196 for the nine
months ended June 30, 2007. The increase of $80,370 was the result of
professional fees in connection with the preparation of the registration
statement and other general and administrative expenses related
thereto. Professional fees for the nine months ended June 30, 2008
were $92,699, as compared to $38,109 for the nine months ended June 30,
2007. The increase was primarily due to legal and accounting fees in
connection with the preparation of the registration statement relating to the
spin-off. Other general and administrative expenses were $39,331 for
the nine months ended June 30, 2008 as compared to $13,883 for the nine months
ended June 30, 2007. This increase was due primarily to increased
travel, meals and entertainment expenses.
9
Other Income and Expense
There was no interest expense for the
three months ended June 30, 2008, as compared to $4,212 for the three months
ended June 30, 2007, and was $43 for the nine months ended June 30, 2008 as
compared to $8,319 for the nine months ended June 30, 2007. Related
party interest expense was zero for the three months ended June 30, 2008, as
compared to $1,584 for the three months ended June 30, 2007, and was zero for
the nine months ended June 30, 2008 as compared to $4,708 for the nine months
ended June 30, 2007. The decrease in interest expense and in related
party interest expense in both periods was due to the repayment of substantially
all of our debt in July 2007 with funds provided as a result of the transaction
with American SXAN Biotech, Inc.
Net
Profit (Loss) Before Provisions for Income Taxes
The net
loss for the three months ended June 30, 2008 was $39,829 as compared to $7,411
for the three months ended June 30, 2007. The increase in net loss
was due to the reduced revenue from EVS sales. The net loss for the
nine months ended June 30, 2008 was $94,941 as compared to a net loss for the
nine months ended June 30, 2007 of $18,023. The increase in net loss
for the nine month period was due primarily to the increase in professional fees
relating to the preparation of the registration statement, and to the decrease
in revenues from EVS sales.
Going
Concern
We have
limited working capital and limited revenues from sales of products or
licenses. During 2007, all of our revenues were generated from a
single licensee. These factors have caused our accountants to express
substantial doubt about our ability to continue as a going concern. The
accompanying financial statements do not include any adjustment that might be
necessary if we are unable to continue as a going concern.
Our
ability to continue as a going concern is dependent on our attaining future
profitable operations. Management’s plans include strict restrictions on the
cost of ongoing operations, such as providing minimal compensation to
management, and limiting professional, travel and other operating expenses in
order to remain within our budget of approximately $35,000 to $55,000 per
year. Operating expenses were slightly more than $80,000 in each of
fiscal years 2006 and 2007, but such costs included professional and other
expenses related to merger and spin-off activities. There can be no
assurance we will be successful in these efforts.
Off
Balance Sheet Arrangements
There are
no off balance sheet arrangements.
LIQUIDITY
AND CAPITAL RESOURCES
The
company's primary source of revenues is from royalties from our EVS licensee
Kollsman. Our Royalties reported as revenues are net
royalties. Once the Advance Royalty debt was satisfied our royalty
per unit increased from $300 per unit to $800 per unit. Our
obligation has been fully satisfied.
10
Item 3.
Controls and Procedures
As of the
end of the period covered by this report, under the supervision and with the
participation of our principal executive/financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based on this evaluation, our principal
executive/financial officer concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed in
our Securities and Exchange Commission ("SEC") reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
and that the controls and procedures were effective in ensuring that information
required to be disclosed in our SEC reports is accumulated and communicated to
our management, including our principal executive/financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
In
addition, there were no changes in our internal controls or in other factors
that could materially affect these controls subsequent to the Evaluation Date.
We have not identified any significant deficiencies or material weaknesses in
our internal controls, and therefore there were no corrective actions
taken.
PART II
OTHER INFORMATION
Item
1. Legal Proceedings
There
were no legal proceedings.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
There
were no sales or issuing of securities.
Item
3. Defaults Upon Senior Securities
There
were no defaults.
Item
4. Submission of Matters to a Vote of Securities
Holders.
There
were no matters submitted to shareholders.
Item
5. Other Information
There was
no other information for disclosure.
11
ITEM
6. EXHIBITS
3.1 Articles
of Incorporation (1)
3.2 Amendments
& Bylaws
10 Material
Contracts (2)
31 Rule
13a-14(a)/15d-14a (a) certifications
32 Section
1350 certifications
(1) Incorporated by reference
to the exhibits
to Registrant's Registration
Statement
on Form SB-2 filed November 14, 2007, file Number 333-147367.
(2) Incorporated
by reference to the exhibits to Registrant's Registration Statement
on
Form
SB-2 filed November 14, 2007, file Number 333-147367 and the
amendments
thereto
on Form SB-2 and on Form S-1 dated January 25, 2008, March 26,
2008,
and
May 8, 2008.
31.1
CERTIFICATION PURSUANT TO
RULE 13A-14(A) OR
RULE 15D-14(A) UNDER THE
SECURITIES
AND EXCHANGE ACT OF 1934.
32.1
Certification of
President, Chief Executive Officer and Chief
Financial
Officer Pursuant
to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
302
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date:
August 22,
2008 Infrared
Systems International
(Registrant)
By:/s/
GARY E. BALL /s/
---------------------------------------
Gary
E. Ball
Chief
Executive Officer and Chief Financial Officer
12