Exhibit 10.19
CFO 911
Accounting and Finance
Solutions
The Scope Letter
The scope of the Agreement (the "Agreement") dated December 10, 2003 by
and between CFO 911 (the "Advisor") and Recom Managed Systems, Inc. (the
"Company") is limited to the details herein. The tasks to be performed as
delineated herein are to be completed within the term of the Agreement. The
scope of the Agreement may only be modified by written consent of both the
Advisor and the Company.
The tasks are as follows:
1. Review accounting functions and systems and make appropriate
recommendations for improvement, as necessary.
2. Prepare and/or review financial statements, as necessary.
3. Prepare and review the financial modeling methods of the Company,
especially for stock option valuation and disclosure.
4. Prepare and/or review SB-2 filing. 5. Prepare the 10-K filing:
o Preparation and documentation for the year-end audit
o Creation of the critical accounting policies
o MD&A analysis
o Full Note disclosure to the financial statements
o Part II stock information disclosure
o Quantitative and qualitative analysis of market risk
6. Create and make appropriate recommendations concerning internal control
procedures and accounting policies.
7. Prepare the accounting and corporate documentation for the internal
control and financial procedures.
8. Train the permanent CFO on the procedures and policies as well as the
SB-2 and 10-K filings.
9. As part of the services performed, CFO 911 will sign as the acting
Chief Financial Officer of the Company for the term of the engagement.
As such, CFO 911 will perform the necessary and appropriate due
diligence of the Company's procedures, controls and advisors and
personnel.
AGREED TO AND ACCEPTED THIS 18th DAY OF December, 2003
CFO 911 Recom Managed Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx XX By: /s/ Xxxxxx X. Xxxx
Name: Xx. Xxxxxxx X. Xxxxxx XX Name: Xxxxxx X. Xxxx
Title: Principal Title: Chief Executive Officer
Date: December 18, 2003 Date: December 18, 2003
CFO 911
Accounting and Finance
Solutions
Recom Managed Systems, Inc.
Engagement Agreement
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Advisor CFO 911 will be the exclusive accounting and
financial advisor ("Advisor") responsible
for completion of the project during the
engagement (the "Agreement").
Role To review the accounting functions and
systems, financial reporting and the filing
of SEC documents of Recom Managed Systems,
Inc. (the "Company") and to make appropriate
recommendations to facilitate and improve
those functional areas. Further, CFO 911
will be the acting Chief Financial Officer
of the Company for the term of this
Agreement. Such assignments are delineated
in the Scope Letter, which is a separate
agreement. Specific functions include, but
are not limited to:
Financial Statements
Accounting and Stock Ledgers
Appropriate Financial and Stock Option Modeling
10K and SB-2 Filings
Internal Controls and Documentation
Training of permanent CFO
Term 90 days, with a 30-day extension as agreed
to by the Advisor and the Company.
Fees: For advisory services performed compensation
shall be as follows:
$7,500 upon signing of this Agreement, which
shall be the first installment for the SB-2
and includes the due diligence and review of
the Company's accounting procedures and
books and records in order to meet the SEC
requirements for signing as the Chief
Financial Officer.
$7,500 upon the filing of the SB-2.
$15,000 upon the filing of the 10-K, which
includes preparation and documentation for
the auditors, stock option valuation
modeling, creation of critical accounting
policies for disclosure purposes, MD&A
analysis, full Note disclosure for the
financial statements, Part II stock
information disclosure and any other
documentation required.
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$5,000 for internal control procedures and
accounting department policies. (These
services are subject to the Company choosing
to use CFO 911 to provide such services)
$5,000 for internal control documentation
adapted to the necessary Company
specifications. (These services are subject
to the Company choosing to use CFO 911 to
provide such services)
At the end of the initial term of the
engagement, the assignment and fees will be
reviewed and adjusted for the remaining
scope of the work to be performed.
Expenses Reimbursement of all out-of-pocket expenses
(including fees and disbursements of
professionals such as legal counsel, if
required).
Indemnification Customary indemnification normally accorded
to accounting and financial advisors shall
hold harmless the Advisor from any losses,
claims or damages resulting from the
Advisor's services, except for the liability
as delineated in the Chief Financial Officer
certification requirements of
Xxxxxxxx-Xxxxx. A separate indemnification
agreement shall be executed in a form
satisfactory to the Advisor.
In the event the Advisor is called to
testify, provide legal support or be a
witness on behalf of the Company for any
event at any time, all legal expenses and
professional time will be reimbursed by the
Company.
Arbitration Any dispute between the Advisor and the
Company regarding the construction or
application of the Agreement and the related
services will, upon a written request, be
submitted to arbitration, and this
arbitration shall comply with and be
governed by the provisions of the American
Arbitration Association and shall take place
in Los Angeles, California. The prevailing
party shall be entitled to attorney fees and
costs incurred in connection with any such
dispute.
Governing Law This Agreement shall be governed by the
laws of the State of California. Further, no
change or modification of this Agreement
shall be valid or binding unless such change
or modification shall be in writing.
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AGREED TO AND ACCEPTED THIS 18thDAY OF December, 2003
CFO 911 Recom Manged Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx XX By: /s/ Xxxxxx X. Xxxx
Name: Xx. Xxxxxxx X. Xxxxxx XX Name: Xxxxxx X. Xxxx
Title: Principal Title: Chief Executive Officer
Date: December 18, 2003 Date: December 18, 2003
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CFO 911
Accounting and Finance
Solutions
The Scope Letter Addendum
This Addendum which adds to, but does not change, the original scope of
the Agreement (the "Agreement") dated December 18, 2003 by and between CFO 911
(the "Advisor") and Recom Managed Systems, Inc. (the "Company") is limited to
the details herein. The tasks to be performed as delineated herein are to be
completed within the term of the Agreement. The scope of the Agreement may only
be modified by written consent of both the Advisor and the Company.
The additional tasks are as follows:
10. Rebuild the financial statements for 2001, 2002 and the nine
months ended September 30, 2003 and create the appropriate
accounting audit back-up, as necessary.
2. Prepare and build the financial statements from QuickBooks for
the 2003 10-KSB audit. Further, create the appropriate
accounting records and filing system for that audit. Update
the QuickBooks entries as necessary.
AGREED TO AND ACCEPTED THIS 23rd DAY OF January, 2004
CFO 911 Recom Managed Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx XX By: /s/ Xxxxxx X. Xxxx
Name: Xx. Xxxxxxx X. Xxxxxx XX Name: Xxxxxx X. Xxxx
Title: Principal Title: Chief Executive Officer
Date: January 23, 2004 Date: January 23, 2004
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CFO 911
Accounting and Finance
Solutions
Recom Managed Systems, Inc.
Engagement Agreement Addendum
--------------------------------------------------------------------------------
Advisor CFO 911 will be the exclusive accounting and
financial advisor ("Advisor") responsible
for completion of the project during the
engagement (the "Agreement"). Such Agreement
is modified as delineated in this Addendum
("Addendum"). All other terms and conditions
remain the same unless specifically modified
in this Addendum
Role Additional responsibilities will include
rebuilding the financial statements of Recom
Managed Systems, Inc. (the "Company") for
2001, 2002 and the nine months ended
September 30, 2003 and creating the
appropriate accounting audit back-up, as
necessary. CFO 911 will also help to prepare
the accounting information and financial
statements from the Company's QuickBooks
accounting software and will help prepare
the accounting books and records for the
10-KSB audit. Such assignments are
delineated in the Scope Letter Addendum,
which is a separate agreement.
Term 90 days, with a 30-day extension as agreed
to by the Advisor and the Company.
Fees: For the additional advisory services
performed compensation shall be as follows:
$7,500; one half ($3,750) due upon the
signing of this Addendum and the final
$3,750 due when the audit field work for the
10-KSB is finished.
Expenses Reimbursement of all out-of-pocket expenses
(including fees and disbursements of
professionals such as legal counsel, if
required).
AGREED TO AND ACCEPTED THIS 23rd DAY OF January, 2004
CFO 911 Recom Manged Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx XX By: /s/ Xxxxxx X. Xxxx
Name: Xx. Xxxxxxx X. Xxxxxx XX Name: Xxxxxx X. Xxxx
Title: Principal Title: Chief Executive Officer
Date: January 23, 2004 Date: January 23, 2004
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CFO 911
Accounting and Finance
Solutions
The Scope Letter
The scope of the Agreement (the "Agreement") dated March 22, 2004 by
and between CFO 911 (the "Advisor") and Recom Managed Systems, Inc. (the
"Company") is limited to the details herein. The tasks to be performed as
delineated herein are to be completed within the term of the Agreement. The
scope of the Agreement may only be modified by written consent of both the
Advisor and the Company.
The tasks are as follows:
11. Prepare and/or review the Company's financial statements, as necessary.
12. Prepare the March 31, 2004 10-QSB filing, including the financial
statements and notes to the financial statements.
13. As part of the services performed, CFO 911 will sign as the acting
Chief Financial Officer of the Company for the term of the engagement.
As such, CFO 911 will perform the necessary and appropriate due
diligence of the Company's procedures, controls and advisors and
personnel.
Caveats:
1. The Company's books and records shall be in good working condition and
working order. Further, all of the equity transactions and/or other
corporate transactions shall have been disclosed to CFO 911 as of this
date, March 22, 2004. Any such transactions that have not been
disclosed or that require additional work are outside of the scope of
this Agreement. Such changes are subject to modifications of the
Agreement and increased fee adjustments.
2. The scope of this Agreement also assumes that there will not be any
changes to the accounting practices and procedures from the 10-KSB
audit. Such changes are outside of the scope of this agreement and are
subject to modifications of the Agreement and increased fee
adjustments.
AGREED TO AND ACCEPTED THIS 22nd DAY OF MARCH 2004
CFO 911 Recom Managed Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx XX By: /s/ Xxxxxx X. Xxxx
Name: Xx. Xxxxxxx X. Xxxxxx XX Name: Xx. Xxxxxx Xxxx
Title: Principal Title: Chief Executive Officer
Date: March 22, 2004 Date: March 22, 2004
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CFO 911
Accounting and Finance
Solutions
Recom Managed Systems, Inc.
Engagement Agreement
--------------------------------------------------------------------------------
Advisor CFO 911 will be the exclusive accounting and
financial advisor ("Advisor") responsible
for completion of the project during the
engagement (the "Agreement").
Role To implement the filing of first quarter,
March 31, 2004 10-QSB of Recom Managed
Systems, Inc. (the "Company"). Further, CFO
911 will be the acting Chief Financial
Officer of the Company for the term of this
Agreement. Such assignments are delineated
in the Scope Letter, which is a separate
agreement. Specific functions include, but
are not limited to:
10-QSB Financial Statements
Accounting and Stock Ledgers
Term 60 days, with any extension as necessary and
as agreed to by the Advisor and the Company.
Fees: For advisory services performed compensation
shall be as follows:
$7,500 upon signing of this Agreement, and
$7,500 upon the filing of the 10-QSB.
At the end of the initial term of the
engagement, the assignment and fees will be
reviewed and adjusted for the any additional
scope of the work to be performed.
Expenses Reimbursement of all out-of-pocket expenses
(including fees and disbursements of
professionals such as legal counsel, if
required).
Indemnification Customary indemnification normally accorded
to accounting and financial advisors shall
hold harmless the Advisor from any losses,
claims or damages resulting from the
Advisor's services, except for the liability
as delineated in the Chief Financial Officer
certification requirements of
Xxxxxxxx-Xxxxx. A separate indemnification
agreement shall be executed in a form
satisfactory to the Advisor.
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In the event the Advisor is called to
testify, provide legal support or be a
witness on behalf of the Company for any
event at any time, all legal expenses and
professional time will be reimbursed by the
Company.
Arbitration Any dispute between the Advisor and the
Company regarding the construction or
application of the Agreement and the related
services will, upon a written request, be
submitted to arbitration, and this
arbitration shall comply with and be
governed by the provisions of the American
Arbitration Association and shall take place
in Los Angeles, California. The prevailing
party shall be entitled to attorney fees and
costs incurred in connection with any such
dispute.
Governing Law This Agreement shall be governed by the
laws of the State of California. Further, no
change or modification of this Agreement
shall be valid or binding unless such change
or modification shall be in writing.
AGREED TO AND ACCEPTED THIS 22nd DAY OF MARCH 2004
CFO 911 Recom Manged Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx XX By: /s/ Xxxxxx X. Xxxx
Name: Xx. Xxxxxxx X. Xxxxxx XX Name: Xx. Xxxxxx Xxxx
Title: Principal Title: Chief Executive Officer
Date: March 22, 2004 Date: March 22, 2004
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