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SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 10-Q

                                                                                      [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

Commission file number 1-12312

 
                                                                                                                     CMSF CORP.
                                                                                                                                (Name of registrant as specified in its charter)

                                                                     Delaware                                                                         95-3880130
                                                                                                      (State of incorporation)                                               (I.R.S. Employer Identification No)

980 Enchanted Way, Suite 201, Simi Valley, California 93065
(Address of principal executive offices)

Issuer’s telephone number:   (805) 290-4977

Indicate by check mark whether the issuer (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 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,” “non-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 issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act)
        YES_X_                                         NO
Number of shares outstanding of each of the issuer’s classes of common stock, as of July 15, 2011: 192,379,016 shares of common stock, $0.000001 par value.

Transitional Small Business Disclosure Format:

YES___                                NO X



 
 
 
 

 
 
 
 
 




 
CMSF CORP.
 
 
INDEX
 
 
PAGE
PART I - FINANCIAL INFORMATION
 
   
Item 1. Condensed Financial Statements
 
   
Condensed Balance Sheets as of June 30, 2011 (Unaudited)
 
and September 30, 2010
 3
   
Condensed Statements of Operations for the Three
 
Months Ended June 30, 2011 and 2010 (Unaudited)
4
   
Condensed Statements of Operations for the Nine Months
 
Ended June 30, 2011 and 2010 (Unaudited)
5
   
Condensed Statement of Shareholders' Deficiency
 
for the Nine Months Ended June 30, 2011 (Unaudited)
6
   
Condensed Statements of Cash Flows for the Nine
Months Ended June 30, 2011 and 2010 (Unaudited) 
                                               7
   
Notes to the Condensed Financial Statements (Unaudited)
8
   
   
Item 2.
Management’s Discussion and Analysis of Financial Condition
 and Results of Discounted Operations
10
   
Item 4T.
Controls and Procedures
13
   
PART II - OTHER INFORMATION
14
   
Item 5
Other Information
 
   
Item 6
Exhibits
 
   
 
Signature
 
   
 
Exhibit 31
Certification Pursuant to Section 302 of the
 
 
Sarbanes-Oxley Act of 2002
 
   
 
Exhibit 32
Certification Pursuant to Section 906 of the
 
 
Sarbanes-Oxley Act of 2002
 
     

 





 
2
 
 
 



CMSF CORP.
 
CONDENSED  BALANCE SHEETS
 
             
             
   
June 30,
   
September 30,
 
   
2011
   
2010
 
ASSETS
 
(Unaudited)
       
             
  Cash and cash equivalents   $                      33,792      -  
             
Total Assets
  $ 33,792     $ -  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
               
                 
Current Liabilities:
               
                 
   Accounts payable and accrued expenses
  $ 33,792     $ 5,773  
                 
Total Current Liabilities
    33,792       5,773  
                 
Shareholders' Deficiency:
               
    Common stock, $0.000001 par value ; authorized 100,000,000,000
               
     shares issued and outstanding 192,379,016 and 177,903,135
               
     shares respectively     192       178  
   Additional paid-in capital      22,529,212       22,389,467  
   Common stock to be issued, 0 and 2,409,975 shares     -       24,100  
                 
 Accumulated Deficit
    (22,529,404 )     (22,419,518 )
                 
Total Shareholders' Deficiency
    -       (5,773 )
                 
Total Liabilities and Shareholders' Deficiency
  $ 33,792     $ -  
                 
See accompanying notes to Condensed  Financial Statements
 



 


 
 
3
 
 
 

 
CMSF CORP.
 
CONDENSED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
             
   
Three Months Ended
 
   
June 30,
 
             
   
    2011
   
2010
 
Sales
  $ -     $ -  
Cost of sales
    -       -  
                 
Gross Profit
    -       -  
                 
     General and administrative expenses
    (42,316     (16,760 )
     
               
                 
  Net loss 
  (42,316 )   $ (16,760 )
                 
Weighted average number of common shares outstanding:
               
     (basic and diluted):
    187,615,133       176,061,208  
                 
     Net loss per common share - basic and diluted:
  $ (0.00 )   $ (0.00
                 
See accompanying notes to Condensed Financial Statements
 
 
 
 
 
 
4
 
 
 

 

CMSF CORP.
 
CONDENSED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
             
   
Nine Months Ended
 
   
June 30,
 
             
   
    2011
   
2010
 
Sales
  $ -     $ -  
Cost of sales
    -       -  
                 
Gross Profit
    -       -  
                 
     General and administrative expenses
    (109,886     (71,520 )
     Interest expense
    -       (4,377 )
                 
                 
Net loss
  $ (109,886 )   $ (75,897
                 
Weighted average number of common shares outstanding:
               
     (basic and diluted):
    180,227,974       158,209,099  
                 
     Net loss per common share - basic and diluted:
  $ (0.00 )   $ (0.00
                 
See accompanying notes to Condensed Financial Statements
 





 
5
 
 
 
 

 
CMSF CORP.
 
CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIENCY
 
Nine Months Ended June 30, 2011
 
(UNAUDITED)
 
   
   
                                                                                                                                                Common Stock  
   
  Shares
Amount
 
 Additional Paid 
 in capital
  Common Stock to be issued
 
Accumulated
Deficit
Total
   
   
 
                         
Balance at October 1, 2010
 177,903,135  $ 178  $  22,389,467 $ 24,100  $ (22,419,518)  $ (5,773 )        
                                 
Common stock issued for cash
 14,475,881   14    139,745   (24,100)   -   115,659          
                                 
Net loss for the nine months ended June 30, 2011
 -      -   -   (109,886)   (109,886 )        
                                 
Balance at June 30, 2011
 192,379,016  $ 192  22,529,212 $ -     $   (22,529,404)   $ -          
                                 
                                 
See accompanying notes to Condensed Financial Statements
 



 
 
6
 
 


CMSF CORP.
 
CONDENSED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
             
   
Nine Months Ended
 
   
June 30,
 
             
   
       2011
   
              2010
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
   Net loss
  $ (109,886 )   $ (75,897
                 
    Adjustments to reconcile net loss to net
               
        cash used in operating activities: 
               
        Fair value of common stock issued for payment of interest expense
    -       4,377  
        Increase (decrease) in accounts payable
    28,019       (14,720
Net cash used in operating activities 
    (81,867 )     (86,240
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
     Proceeds from the sale of common stock
    115,659       86,240  
Net cash provided by financing activities
    115,659       86,240  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    33,792       -  
                 
CASH AND CASH EQUIVALENTS, beginning of period
    -       -  
                 
CASH AND CASH EQUIVALENTS, end of period
  $ 33,792     $ -  
                 
 Supplemental Cash Flow Information                
                 
Cash paid for:
               
       Interest
  $ -     $ -  
       Income taxes
  $ 800     $ 800  
                 
Supplemental Noncash Investing and Financing Activities
               
       Common stock issued upon conversion of notes payable
  $ -     $ 2,850,000  
                 
                 
See accompanying notes to Condensed Financial Statements
 

 
 
 
 
7
 
 
 
CMSF CORP.
Notes to Condensed Financial Statements
Nine Months Ended June 30, 2011
(Unaudited)

Note 1:  Basis of Presentation

The accompanying condensed financial statements of CMSF Corp (the “Company”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading.  These condensed financial statements should be read in conjunction with the financial statements and related footnotes included in the Company’s latest Annual Report on Form 10-K.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of June 30, 2011, and the statements of its operations for the three month and nine month periods ended June 30, 2011 and 2010 and statements of cash flows for the nine month periods ended June 30, 2011 and 2010 have been included.  The results of operations for interim periods are not necessarily indicative of the results which may be realized for the full year.

Organization

Effective April 21, 2009, in connection with the closing of the sale of operating assets and liabilities, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000.  As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.

 
On May 24, 2010, CMSF Corp., a California corporation (“CMSF-California”) and its newly formed, wholly owned subsidiary, CMSF Corp., a Delaware corporation (“CMSF-Delaware”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which CMSF-California merged with and into CMSF-Delaware, with CMSF-Delaware being the surviving entity (the “Reincorporation Merger”).  The closing of the Reincorporation Merger took place immediately upon satisfaction by CMSF-Delaware of all requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pertaining to the Reincorporation Merger (the “Effective Time” of the Reincorporation Merger).  As a result of the Reincorporation Merger, the authorized shares of common stock of the Company was increased to 100,000,000,000 shares, the par value was changed to $0.000001 per share and the legal domicile of the surviving corporation was changed to Delaware.

 
Going Concern
 
The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  
 
The Company does not have sufficient resources to fund its operations for the next twelve months.  The Company has no operations and is a public shell.  The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity.  During the quarter the Company entered into an Agreement and Plan of Merger and Reorganization with Plures Technologies, Inc. a Delaware corporation.  Please refer to Form 8K filed on May 23, 2011 with the Securities and Exchange Commission.  Prior to the date of this filing the original Agreement and Plan of Merger and Reorganization was amended by a Form 8- K/A filed with the SEC on August 3, 2011 and Form 8- K/A filed with the SEC on August 5, 2011.  On August 8, 2011 the Company filed Form 8-K, which supplemented the Original Filing as amended, in order to add a Third Amendment to Agreement and Plan of Merger and Reorganization, dated August 5, 2011, by and among the Company, Plures, RENN Universal and RENN Global.  On August 10, 2011, the Company consummated the acquisition of Plures Technologies, Inc.  Plures's primary business at the present time is the ownership and operation of its Advanced MicroSensors Corporation subsidiary's MEMS and magnetics fab in Shrewsbury, Massachusetts. 
 
Note 2:  Summary of Significant Accounting Policies
 
               Cash and cash equivalents
 
 
 
 
 
 
8
 
 
 
 
               The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be 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 certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Earnings (loss) per Common Share

Basic earnings (loss) per share is computed by dividing earnings (loss) available to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  In computing diluted earnings per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period.  Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.  Additionally, diluted earnings per share assume that any dilutive convertible debentures outstanding at the beginning of each period were converted at those dates, with related interest and outstanding common shares adjusted accordingly.

Warrants to purchase approximately 325,000 shares of common stock were outstanding during the three and nine months ended June 30, 2010 but were not included in the computation of diluted earnings per share as their effect would be anti-dilutive.
 
Recent Accounting Pronouncements

                 In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-4, which amends the Fair Value Measurements Topic of the Accounting Standards Codification (ASC) to help achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRS.  ASU No. 2011-4 does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting.  The ASU is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required.  The ASU will affect the Company’s fair value disclosures, but will not affect the Company’s results of operations, financial condition or liquidity.

In June 2011, the FASB issued ASU No. 2011-5, which amends the Comprehensive Income Topic of the ASC.  The ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity, and instead requires consecutive presentation of the statement of net income and other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements.  ASU No. 2011-5 is effective for interim and annual periods beginning after December 15, 2011.  The Company will adopt the ASU as required.  It will have no affect on the Company’s results of operations, financial condition or liquidity.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future financial statements.


 
9

Note 3:  Equity
   
   During the nine months ended June 30, 2011, the Company issued 14,475,881 shares of unregistered common stock to RENN Capital Group.  2,409,975 of the shares at $24,100 were shown as common stock to be issued at September 30, 2010.  During the nine months ended June 30, 2011, the Company received $115,659 from the sale of approximately 12,065,906 of the unregistered common stock issued to RENN Capital Group at approximately $0.01 per share.  The Company used the funds for operations including all professional and other fees related to the ongoing filings with the Securities and Exchange Commission.
 
 
Note 4:    Stock Warrants

 
A summary of changes in outstanding warrants during the six months are presented below:
   
 
Number of
Shares
   
   Weighted
   Average
   Exercise
  Price
   
Aggregate
Intrinsic
Value
       
Warrants outstanding at
September 30, 2010
     325,000     $  1.01              
Warrants granted
    -       -              
 Warrants expired     325,000      1.01               
Warrants outstanding
at June 30, 2011
     -     $  -       -          
Warrants exercisable at
June 30, 2011
    -     $  -       -          
Warrants exercisable at
September 30, 2010
     325,000     $  1.01                  

 
Note 5: Subsequent Events

On August 10, 2011, the Company consummated the acquisition of  Plures Technologies, Inc.  Plures’s primary business at the present time is the ownership and operation of its Advanced MicroSensors Corporation subsidiary’s MEMS and magnetics fab in Shrewsbury, Massachusetts.

 
 
10
 
 
 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report contains forward-looking statements.  The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed in this section.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof.  The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.  Readers should carefully review the risks described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended September 30, 2010, the Quarterly Reports on Form 10-Q filed by the Company and any Current Reports on Form 8-K by the Company.

The following discussion and analysis should be read in conjunction with the condensed financial statements and notes thereto in this quarterly report.

Overview

Prior to April 1, 2009, the Company had been engaged in the development, marketing and sale of data storage management software.  Pursuant to a Stock Purchase Agreement dated as of January 26, 2009 (the “Purchase Agreement”) among the Company, CC Merger Corp. (the “Subsidiary”), a wholly owned subsidiary of the Company, and Stephen Crosson and Neil Murvin (collectively, the “Purchasers”), who are related parties, on March 31, 2009, (a) the Company transferred to the Subsidiary substantially all of its assets (the “Purchased Assets”), (b) the Purchasers purchased all of the outstanding shares of the Subsidiary, (c) the Subsidiary assumed all of the Company’s liabilities except any liability relating to indebtedness of the Company owed to funds advised by RENN Capital Group, Inc. (the “RENN Indebtedness”), and (d) the terms of all of the RENN Indebtedness which is not convertible into shares of the Company’s Common Stock were amended to make such indebtedness so convertible at $0.01 per share.  The purchase price for the Purchased Assets was $1.00 in cash and 5% of the proceeds, if any, from the sale of all or substantially all of the voting stock of the Subsidiary Company; the sale of all or substantially all of the assets of the Subsidiary for; a merger, share exchange or similar transaction with an unrelated entity pursuant to which the acquiring entity on the equity holders thereof hold more than a majority of the outstanding voting shares of the merged or surviving company; or an initial public offering of the Subsidiary.  The purchased assets included the name “CaminoSoft,” the data storage management software and personal property.

Effective October 9, 2009, all outstanding RENN Indebtedness (including accrued interest) was converted into an aggregate of 113,883,768 shares of unregistered common stock.
 
Effective April 21, 2009, in connection with the closing, the Company changed its name from CaminoSoft Corp. to CMSF Corp. and the number of authorized shares of common stock of the Company was increased to 500,000,000.  As a result of the foregoing, the Company is now a “shell company” with a plan to seek a reverse merger with an operating company.
 
On May 24, 2010, CMSF Corp., a California corporation (“CMSF-California”) and its newly formed, wholly owned subsidiary, CMSF Corp., a Delaware corporation (“CMSF-Delaware”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which CMSF-California merged with and into CMSF-Delaware, with CMSF-Delaware being the surviving entity (the “Reincorporation Merger”).  The closing of the Reincorporation Merger took place immediately upon satisfaction by CMSF-Delaware of all requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pertaining to the Reincorporation Merger (the “Effective Time” of the Reincorporation Merger).  As a result of the Reincorporation Merger, the authorized shares of common stock of the Company was increased to 100,000,000,000 shares, the par value was changed to $0.000001 per share and the legal domicile of the surviving corporation was changed to Delaware.
 
 
On May 23, 2011, CMSF Corp. entered into an Agreement and Plan of Merger and Reorganization with Plures Acquisition Corp., a Delaware corporation, the acquisition subsidiary of Plures Technologies, Inc. a Delaware corporation.  The complete agreement was filed as an exhibit to the Form 8K filed by CMSF Corp. on May 25, 2011.  The Company and it’s professionals are working to complete the merger and file the Form 14C in anticipation of closing during the 4th quarter.  Prior to the date of this filing the original filing has been amended by a Form 8-K/A filed with the SEC on August 3, 2011 and Form 8-K/A filed with the SEC on August 5, 2011.  On August 8, 2011 the Company filed Form 8-K/A with Amendment No. 3 to Form 8-K, which supplemented the Original Filing as amended, in order to add a Third Amendment to Agreement and Plan of Merger and Reorganization, dated August 5, 2011, by and among the Company, Plures, RENN Universal and RENN Global.  On August 10, 2011, the Company consummated the acquisition of Plures Technologies, Inc. Plures's primary business at the present time is the ownership and operation of its Advanced MicroSensors Corporation subsidiary's MEMS and magnetics fab in Shrewsbury, Massachusetts.
 
 
 
 
11
 


 
Three-Month Periods Ended June 30, 2011 and June 30, 2010

During the current three month period ended June 30, 2011 the Company incurred approximately $42,316 in expenses relating to the public shell.  During the quarter the Company received $45,702 from the sale of approximately 5,070,221 shares of unregistered common stock.  The Company used and will use the funds for operations including all professional and other fees related to the ongoing filings with the Securities and Exchange Commission.

During the three month period ended June 30, 2010 the Company incurred approximately $16,760 in expenses relating to the public shell.  During the quarter RENN Capital Group managed funds purchased 1,091,927 shares of common stock at a price of $0.01 per share to pay for ongoing public company expenses.

Nine-Month Periods Ended June 30, 2011 and June 30, 2010

During the current nine month period ended June 30, 2011 the Company incurred approximately $109,886 in expenses relating to the public shell.  During the nine month period the company received $115,659 from the sale of approximately 12,065,906 shares of unregistered common stock.   During the nine month period ended June 30, 2011, the Company issued 14,475,881 shares of unregistered common stock to RENN Capital Group.  2,409,975 of the shares at $24,100 were shown as common stock to be issued at September 30, 2010.

During the nine month period ended June 30, 2010 the Company incurred approximately $71,520 in expenses relating to the public shell.  During the nine month period RENN Capital Group managed funds purchased 7,795,173 shares of common stock at a price of $0.01 per share to pay for ongoing public company expenses.
 
 
LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended June 30, 2011, the Company received approximately $115,659 from the sale of shares of unregistered common stock to RENN Capital Group at a price of approximately $0.01 per share.    2,409,975 of the shares at $24,100 were shown as common stock to be issued at September 30, 2010.  The Company used and will use  the funds for operations including all professional and other fees related to the ongoing filings with the Securities and Exchange Commission.

Going Concern

The Company does not have sufficient resources to fund its operations for the next twelve months. The Company has no operations and is a public shell. The Company intends to pursue a reverse merger candidate with operations and growth to provide a new business as a public entity.  On May 23, 2011, Company entered into an Agreement and Plan of Merger and Reorganization with Plures Acquisition Corp., a Delaware corporation, the acquisition subsidiary of Plures Technologies, Inc. a Delaware corporation.  The complete agreement was filed as an exhibit to the Form 8K filed by CMSF Corp. on May 25, 2011.  The Company and it professionals are working to complete the merger and file the Form 14C in anticipation of closing during the 4th quarter.  Prior to the date of this filing the original filing has been amended by a Form 8-K/A filed with the SEC on August 3, 2011 and Form 8-K/A filed with the SEC on August 5, 2011.  On August 8, 2011 the Company filed Form 8-K/A with Amendment No. 3 to Form 8-K, which supplemented the Original Filing as amended, in order to add a Third Amendment to Agreement and Plan of Merger and Reorganization, dated August 5, 2011, by and among the Company, Plures, RENN Universal and RENN Global.
 
    Following the acquisition of Plures Technologies Inc. and its subsidiary on August 10, 2011, the liquidity of the Company is now related to their operations.  For further information please see the Company's report on Form 8-K filed on August 11, 2011.
 
 
 
 
 
 
12
 


Recent Accounting Pronouncements

 
    In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-4, which amends the Fair Value Measurements Topic of the Accounting Standards Codification (ASC) to help achieve common fair value measurement and disclosure requirements in U.S. GAAP and IFRS.  ASU No. 2011-4 does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting.  The ASU is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required.  The ASU will affect the Company’s fair value disclosures, but will not affect the Company’s results of operations, financial condition or liquidity.

In June 2011, the FASB issued ASU No. 2011-5, which amends the Comprehensive Income Topic of the ASC.  The ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity, and instead requires consecutive presentation of the statement of net income and other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements.  ASU No. 2011-5 is effective for interim and annual periods beginning after December 15, 2011.  The Company will adopt the ASU as required.  It will have no affect on the Company’s results of operations, financial condition or liquidity.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future financial statements.
 

Item 4T                                Controls and Procedures

(a) 
As of the end of the period covered by this report, our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).  Based on their evaluation, the chief executive officer (“CEO”) and chief financial officer (“CFO”) concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2011.

  (b) 
Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.




 



 
 
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PART II

OTHER INFORMATION


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
 
    During the quarter the Company received approximately $45,702 in cash in
    return for 5,070,221 shares of unregistered common stock.  The Company used the funds to pay
    the overhead expense of the public shell for management consulting, legal and accounting and
    stock transfer agent fees related to the ongoing filings with the Securities and Exchange Commission. 
    CMSF Corp. currently has no operations as a public shell.  
    The unregistered shares were issued to RENN Capital Group during the quarter.  
    The sale was exempt from the regulation requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.

 
Item 6.    Exhibits

Exhibit 31                      Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32                      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Exhibit 101                     Instance Document
 
Exhibit 101                     Schema Document
 
Exhibit 101                     Calculation Linkbase Document
 
Exhibit 101                     Labels Linkbase Document
 
Exhibit 101                     Presentation Linkbase Document
 
Exhibit 101                     Definition Linkbase Document

 
SIGNATURE

In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                              CMSF CORP


Date:  August 12, 2011                                                                                                     /s/ David R. Smith
                                            David R. Smith, Chief Executive Officer and
                                            Chief Financial Officer


 
 
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