-----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, BlcER6fOSrOkqrXClY/Xh3R77wGPPrJpfPtY5WidbQNWoY5miIRY/IQbFVc3jZm3 t2H3jTJXGH1zwmFZhWwgnA== 0001144204-08-030016.txt : 20080516 0001144204-08-030016.hdr.sgml : 20080516 20080515173341 ACCESSION NUMBER: 0001144204-08-030016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEER REVIEW MEDIATION & ARBITRATION INC CENTRAL INDEX KEY: 0001311627 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52712 FILM NUMBER: 08839634 BUSINESS ADDRESS: STREET 1: 1450 SOUTH DIXIE HIGHWAY STREET 2: SUITE 201 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 561-392-7657 X202 MAIL ADDRESS: STREET 1: 1450 SOUTH DIXIE HIGHWAY STREET 2: SUITE 201 CITY: BOCA RATON STATE: FL ZIP: 33432 10-Q 1 v114759_10q.htm 10-Q
 
 


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: March 31, 2008
   
o
Transition Report under Section 13 or 15(d) of the Exchange Act of 1934For the transition period from ________ to _________
   
 
Commission File Number: 000-52712
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
(Exact Name of Small Business Issuer as specified in its charter)
 
FLORIDA
 
65-1126951
(State or other Jurisdiction of
 
(IRS Employer
Incorporation or Organization)
 
Identification No.)

1450 S. Dixie Highway, Ste. 201
Boca Raton, Florida 33432
(Address of principal executive offices)
 
(561) 347-1178
(Issuer’s telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
Copies to:
Brooks Law Firm, PA
1201 Brickell Ave. Ste. 230
Miami, Florida 33131
Tel. (305) 373-0901

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company
 
Large accelerated filer o               Accelerated filer o                 Non-accelerated filer o                Smaller reporting company x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o     No x
 
The number of shares of the issuer's common stock outstanding as of May 14, 2008:  7,533,197.
 
 


 

 
 
 
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
 
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Quarter Ended March 31, 2008
 
 
 
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.

Consolidated Financial Statements
(Unaudited)
 
TABLE OF CONTENTS
 
 
 
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
(Unaudited)
 
   
March 31,
 
   
2008
 
       
ASSETS      
       
Current assets      
Cash
 
$
18,795
 
Accounts receivable
   
4,780
 
Marketable securities
   
1,977
 
Total current assets
   
25,552
 
         
Fixed assets
   
65,621
 
Less accumulated depreciation
   
(46,381
)
Other assets
   
500
 
     
19,740
 
Total Assets
 
$
45,292
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
         
Current liabilities
       
Accrued payables
 
$
60,616
 
Related party payables
   
1,639,115
 
Notes payable - current portion
   
16,902
 
Related party loans
   
921,441
 
Total current liabilties
   
2,638,074
 
Total Liabilities
   
2,638,074
 
         
Stockholders' Equity
       
Preferred stock, Series II, $.001 par value;
       
1,000,000 shares authorized; convertible;
       
1,000,000 issued and outstanding
   
1,000
 
Common stock, $.001 par value;
       
45,000,000 shares authorized;
       
8,148,626 shares
       
issued and outstanding
   
8,149
 
Additional paid in capital
   
6,520,197
 
Accumulated deficit
   
(9,109,205
)
Accumulated other comprehensive income (loss)
   
(12,923
)
Total Stockholders' Equity
   
(2,592,782
)
Total Liabilities and Stockholders' Equity
 
$
45,292
 
         
         
The accompanying notes are an integral part of the consolidated financial statements.
 
 

PEER REVIEW MEDIATION AND ARBITRATION, INC.
(Unaudited)
 
   
Three Months
 
Three Months
 
   
Ended
 
Ended
 
   
Mar. 31, 2007
 
Mar. 31, 2008
 
           
Revenue
 
$
47,503
 
$
17,485
 
Cost of sales
   
27,985
   
6,035
 
   
19,518
   
11,450
 
               
Expenses:
             
Depreciation
   
3,005
   
2,639
 
Selling, general and administrative
   
461,131
   
326,118
 
     
464,136
   
328,757
 
               
Loss from operations
   
(444,618
)
 
(317,307
)
               
Other income (expense)
             
Interest (expense)
   
(760
)
 
(494
)
Realized gain (loss) on securities
   
(3,977
)
 
-
 
     
(4,737
)
 
(494
)
               
Income (loss) before provision
             
for income taxes
   
(449,355
)
 
(317,801
)
               
Provision for income tax
   
-
   
-
 
Net income (loss)
 
$
(449,355
)
$
(317,801
)
               
Other comprehensive income (loss) -
             
 net of tax
             
Unrealized gain (loss) on securities
   
3,797
   
(1,655
)
             
Comprehensive income (loss)
 
$
(445,558
)
$
(319,456
)
               
Net income (loss) per share
             
(Basic and fully diluted)
 
$
(0.06
)
$
(0.04
)
               
Weighted average number of
             
common shares outstanding
   
8,043,478
   
8,133,376
 
               
               
The accompanying notes are an integral part of the consolidated financial statements.
 
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
(Unaudited)
 
   
Three Months
 
Three Months
 
   
Ended
 
Ended
 
   
Mar. 31, 2007
 
Mar. 31, 2008
 
Cash Flows From Operating Activities:          
Net income (loss)
 
$
(449,355
)
$
(317,801
)
               
Adjustments to reconcile net income to
             
net cash provided by (used for)
             
operating activities:
             
Depreciation
   
3,005
   
2,638
 
Accounts receivable
   
(1,503
)
 
(4,780
)
Accrued payables
   
4,621
   
(13,643
)
Related party payables
   
90,241
   
10,000
 
Realized (gain) loss on sale of securities
   
3,977
       
 Net cash provided by (used for)
             
 operating activities
   
(349,014
)
 
(323,586
)
               
Cash Flows From Investing Activities:
             
Fixed assets
   
(7,027
)
     
Sales of marketable securities
   
39,679
       
Net cash provided by (used for)
             
 investing activities
   
32,652
   
-
 
 
 
(Continued On Following Page)

 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued From Previous Page)
 
   
Three Months
 
Three Months
 
   
Ended
 
Ended
 
   
Mar. 31, 2007
 
Mar. 31, 2008
 
Cash Flows From Financing Activities:          
Notes payable - payments
         
(3,375
)
Related party loans
         
(5,000
)
Sales of common stock
   
73,630
   
150,975
 
Sales of options
   
745
   
1,525
 
 Net cash provided by (used for)
             
 financing activities
   
74,375
   
144,125
 
               
Net Increase (Decrease) In Cash
   
(241,987
)
 
(179,461
)
Cash At The Beginning Of The Period
   
288,568
   
198,256
 
Cash At The End Of The Period
 
$
46,581
 
$
18,795
 
               
Schedule of Non-Cash Investing and Financing Activities
             
None
             
               
               
Supplemental Disclosure
             
Cash paid for interest
 
$
-
 
$
494
 
Cash paid for income taxes
 
$
-
 
$
-
 
               
             
The accompanying notes are an integral part of the consolidated financial statements.
 
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
(Unaudited)
 
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

Basis of Presentation

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

Principles of consolidation

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

Cash and cash equivalents

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

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

Revenue recognition

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

Property and equipment

Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life.
 
 
- 10 -

 
PEER REVIEW MEDIATION AND ARBITRATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Financial Instruments

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

Marketable Securities

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

Comprehensive income (loss)

The Company accounts for comprehensive income (loss) under Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 establishes standards for reporting and display of comprehensive income and its components. Unrealized gains (losses) from marketable securities are reported as other comprehensive income (loss) in the consolidated statements of income and comprehensive income and as accumulated other comprehensive income (loss) in stockholders’ equity.

Stock based compensation

The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
 
 
- 11 -

 

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those anticipated. Undue reliance should not be placed on these forward-looking statements that speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10Q.

Overview and Corporate History

Peer Review Mediation and Arbitration, Inc., (“Peer Review“, “PRMA”, “We”, “Our” or the “Company”) was organized under the laws of the State of Florida on April 16, 2001. We have been conducting business operations ever since, primarily focused on the creation and continual development of our proprietary Private Network Application (“PNA”) which allows direct access to our Peer Review Data Archival resource via our www.peerreviewboard.com web site.

On February 11, 2005, Peer Review acquired all of the outstanding common shares of Independent Review, Inc. (“IRI”), Texas corporation, in exchange for 75,000 unregistered shares of our Common Stock. IRI is engaged in providing medical case reviews to the Texas Insurance Commission, pursuant to a license from the State of Texas.
 
Business Plan
 
Peer Review Mediation And Arbitration, Inc., offers independent advisory and support services to insurance, healthcare companies, attorneys and consumers. Clients may assemble a panel of experts for medical case management, quality review, and legal case evaluation. Over the past 6 years our medical and computer experts have brought together software technology in order to create our proprietary technology platform. Our service gives subscribers the ability to efficiently gain relevant input and information regarding specific medical cases, obtain detailed analysis and reports, and gather corroborating evidence in support of many matters relating to dispute resolution, personal injury and medical malpractice.
 
 
- 12 -

 
Results of Operations
 
Results of operations for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007.

SALES.

Sales were $17,485for the three months ended March 31, 2008, as compared to sales of $47,503 for the comparable period of 2007. The fees from our division IRI handling medical denied insurance cases for the Texas Department of Insurance fell by 63% from the same quarter a year earlier. The decrease resulted from a decline in fees from the IRI operation handling medical denied insurance cases for the insurance companies under the guidance of the Texas Department of Insurance.  This decline in the fees is due to an increase in the number of service providers utilized by the Texas Department of Insurance.
 
COST OF SALES

Cost of sales was $6,035 for the three months ended March 31, 2008, as compared to Cost of sales of $27,985 for the comparable period of 2007. Cost of sales decreased 78% this last quarter compared to the same quarter last year. Cost of Sales declined principally due to the decline in the volume of business processed in the first quarter of 2008 versus a year ago and a lower average cost for each case reviewed.
 
GROSS PROFIT (LOSS)
 
From a loss of ($449,355) for the first quarter of 2007 to a loss of ($317,801)1for the first quarter of 2008, our gross loss fell by 29%. Gross Loss declined principally slightly.
 
SELLING, GENERAL AND ADMINISTRATION
 
For the three month period ended March 31, 2008, the Company incurred selling, general and administration expenses of $326,118, compared to $461,131 for the same periods last year, or 29% decrease. The Selling, General and Administrative Expenses up in the first three months ending March 31, 2008, consisted of $45,850 Physician Recruitment, $30,530 Administrative Expense, $25,475 Operational Expense, $58,543 IT Maintenance, $24,007 Rent, $50,000 Officers & Directors Compensation, $21,067 Consulting fees, $4,031 telephone, $25,061 legal & professional fees, $1,166 utilities/maintenance, $14,847 office supplies, $1,725 licenses/permits, $5,082 promotion & advertising, and $12,734 miscellaneous fees (includes depreciation).
 
RESEARCH AND DEVELOPMENT EXPENSE
 
The Company had no Research and Development expenses during the three month period ending March 31, 2008.
 
DEPRECIATION AND AMORTIZATION
 
Depreciation and amortization expense decreased to $2,639 for the three months ended March 31, 2008, compared with that of $3,005 for the same period of 2007. The decrease in depreciation and amortization expense was primarily due to the change in the percentage of depreciated assets as compared to one year ago.  At 3/31/2007 the percentage of depreciated assets was 54,5% as compared to 70.7% at 3/31/2008.

 
- 13 -

 
OTHER INCOME (LOSS)
 
The loss of $1,655 for the first quarter of 2008 resulted from the decrease in the valuation of the Marketable Securities held for Investment by the Company.  In the first quarter of 2007, the valuation of these securities had increased by $3,005, and reported as a gain.

INTEREST

At December 31, 2007 and at March 31, 2008 the Company had a Note Payable to a bank of $20,277 and $16,902.  The note bears a variable rate of interest, currently 6 1/4% as compared to 8 1/2 % per annum previously  and is secured by various Company Assets.  The Note requires monthly principal and interest payments of $1,250. per month through July 28, 2008 then $750 per month until November 2009 and a final payment on November 28, 2009 of $660 to retire the Note.  The note is also payable on demand at the lenders discretion.  The Company calculates interest in accordance with the terms of the note.  Interest expense for the three months ending March 31, 2007 was $760 and for the three months ended March 31, 2008 was $494. "
 
INCOME TAX
 
There is no income tax provision for the first quarter of 2008 because there is a Taxable Loss for the first quarter ended March 31, 2008  
 
NET LOSS.

Net loss for the three months ended March 31, 2008 was ($319,456) or ($0.04) per share, compared to ($445,558) or $0.06 per share for the same period last year.  The net loss, for the quarter-to-quarter comparison, decreased from less cost for personnel.
 
STOCK-BASED COMPENSATION

The Company issued no stock-based compensation for the first quarter ended March 31, 2008.
 
FINANCIAL CONDITION
 
Liquidity and Capital Resources
 
At March 31, 2008, the Company had $20,772 in cash and marketable securities. Working capital in the first three months of 2008 decreased by primarily as a result of the Company funding operating losses. At March 31, 2008, the Company had total assets of $45,292 and total current liabilities of $2,638,074.
 
The financial conditions of the Company raise substantial doubt about the Company's ability to continue as a going concern. Management's plan for the Company's continued existence includes selling additional stock through private placements to pay overhead expenses. The future success of the Company is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. The inability of the Company to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue as a going concern.
 
Off-Balance Sheet Arrangements
 
The Company is not a party to any off-balance sheet arrangements.
 

 
- 14 -

 

Not applicable to smaller reporting companies


Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing adequate internal control over financial reporting, as such item is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including the Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2007. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management including the Chief Executive Officer has concluded that our internal control over financial reporting was effective as of March 31, 2008.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedure may deteriorate.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary roles of the Securities and Exchange Commission that permit the company to provide only a management’s report in this report.
 
Changes in Internal Control over Financial Reporting
 
There was no change in our internal controls over financial reporting during the fiscal quarter ended March 31, 2008 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
As of the filling of the present Quarterly report on form 10-Q there was no actual, pending or threatened litigation, claims, or assessments against the Company.
 
 
During the three months ended March 31, 2008, the Company issued 30,500 shares of Common Stock respectively to 19 accredited investors at $4.95 per Common Share, for an aggregate of $150,975. The shares of the Company's common stock, with an included 30,500 Common Stock Purchase Option issued at $0.05 each, were issued during the fiscal quarter pursuant to the exemption from registration provided by Section 4(2) and Section 4(6) of the Act, and in connection with Regulation D Rule 506 of the Act, under a Private Placement Agreement.. No options were exercised leaving a March 31, 2008 balance of 207,840 Purchase Stock options outstanding. As a condition to closing under the placement agent agreement, the Company’s shareholders, entered into agreements whereby each agreed not to sell any shares owned directly or indirectly by any of them for a period of 18 months after the Common Stock has been quoted on a public stock exchange.
 
 
- 15 -

 
 
None.
 
 
None.
 
 
None.
 

(a)
Exhibits:
     
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
 
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
- 16 -

 
 
     In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
PEER REVIEW MEDIATION & ARBITRATION
 
 
 
By: /s/ Willis Hale
 
Name:  Willis Hale
 
 
Title:  Chief executive Officer
 
 
 
- 17 -

 
 

EX-31.1 2 ex31-1.htm EX 31.1
 
 
Exhibit 31.1

CERTIFICATION

I, Willis Hale, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Peer Review Mediation and Arbitration, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am the registrant's sole certifying officer responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
b)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
   
b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 15, 2008

/s/ Willis Hale

Name: Willis Hale
Title: Chief Executive Officer
 
 


 
EX-32.1 3 ex32-1.htm EX 32.1
 
 
Exhibit 32.1

Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Peer Review Mediation and Arbitration, Inc. (the "Company"), hereby certify to such officers’ knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: May 15, 2008
 
 
 
 
 
 
 
/s/Willis Hale
 
Name: Willis Hale
 
Title:  Chief Executive Officer
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 


 
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