Valiant Eagle, Inc. - Quarter Report: 2008 March (Form 10-Q)
U.
S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
For
the
fiscal quarter ended March
31, 2008
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
For
the
transition period from ___________ to _____________
Commission
File Number: 333-148158
INTERNATIONAL
MEDICAL STAFFING, INC.
(Name
of
small business issuer as specified in its charter)
Delaware
|
41-2233202
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
542
East 3rd Street
Brooklyn,
New York
|
(Address
of principal executive offices, including zip code)
Registrant’s telephone number, including area code: | (940) 991-8337 |
Securities registered pursuant to Section 12(b) of the Act: | None |
Securities registered pursuant to Section 12(g) of the Act: | $0.0001 par value common stock |
Indicate
by check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the 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
¨
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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check
one): Large accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer ¨ Smaller
reporting company x
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
¨ NO
x
The
issuer had 5,600,000 shares of its common stock issued and outstanding as of
May
12, 2008.
Available
Information
Our
Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, Current Reports
on Form 8-K and all amendments
to those reports that we file with the Securities and Exchange Commission,
or
SEC, are available at the
SEC's
public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public
may obtain information on the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
that
contains reports, proxy, and information statements and other information
regarding reporting companies.
TABLE
OF CONTENTS
Page
|
||||
PART
I
|
||||
ITEM 1.
|
Financial
Statements
|
2
|
||
ITEM 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
12
|
||
ITEM 3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
14
|
||
ITEM 4.
|
Controls
and Procedures
|
14
|
||
PART
II
|
||||
ITEM 1.
|
Legal
Proceedings
|
14
|
||
ITEM
1A.
|
Risk
Factors
|
14
|
||
ITEM 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
||
ITEM 3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
15
|
||
ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
15
|
||
ITEM 5.
|
Other
Information
|
15
|
||
ITEM 6.
|
Exhibits
|
15
|
Cautionary
Statement Concerning
Forward-Looking
Statements
USE
OF
NAMES
In
this
Quarterly Report, the terms “International Medical Staffing, Inc.,” “Company,”
“we,” or “our,” unless the context otherwise requires, mean International
Medical Staffing, Inc.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Company’s current expectations, plans,
objectives, assumptions, or forecasts of future events. All statements other
than statements of current or historical fact contained in this annual report,
including statements regarding the Company’s future financial position, business
strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management
believes,” “we believe,” “we intend,” and similar expressions. These statements
are based on the Company’s current plans and are subject to risks and
uncertainties, and as such the Company’s actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in this annual
report may turn out to be inaccurate and as such, you should not place undue
reliance on these forward-looking statements. The Company has based these
forward-looking statements largely on its current expectations and projections
about future events and financial trends that it believes may affect its
financial condition, results of operations, business strategy and financial
needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties, and assumptions due to a number
of
factors, including:
o
|
dependence
on key personnel;
|
o
|
competitive
factors;
|
o
|
degree
of success of research and development
programs
|
o
|
the
operation of our business; and
|
o
|
general
economic conditions in the United States and the
Philippines.
|
These
forward-looking statements speak only as of the date on which they are made,
and
except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact
of
each factor on our business or the extent to which any factor, or combination
of
factors, may cause actual results to differ materially from those contained
in
any forward-looking statements. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained
in
this Quarterly Report.
-
1 -
PART
I
Item
1. Financial Statements.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET (NOTE 2)
AS
OF MARCH 31, 2008
(Unaudited)
2008
|
||||
ASSETS
|
||||
Current
Assets:
|
||||
Cash
in bank
|
$
|
402
|
||
Prepaid
expenses
|
11,675
|
|||
Total
current assets
|
12,077
|
|||
Total
Assets
|
$
|
12,077
|
||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
payable - Trade
|
$
|
4,200
|
||
Accrued
liabilities
|
6,200
|
|||
Due
to related party - Director and stockholder
|
2,593
|
|||
Total
current liabilities
|
12,993
|
|||
Total
liabilities
|
12,993
|
|||
Commitments
and Contingencies
|
||||
Stockholders'
(Deficit):
|
||||
Common
stock, par value $0.0001 per share, 100,000,000 shares
authorized;
5,600,000 shares issued and outstanding
|
560
|
|||
Additional
paid-in capital
|
49,800
|
|||
(Deficit)
accumulated during the development stage
|
(51,276
|
)
|
||
Total
stockholders' (deficit)
|
(916
|
)
|
||
Total
Liabilities and Stockholders' (Deficit)
|
$
|
12,077
|
The
accompanying notes to financial statements
are
an
integral part of this balance sheet.
-
2 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (NOTE 2)
FOR
THE THREE MONTHS ENDED MARCH 31, 2008, THE PERIOD ENDED
MARCH
31, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 21, 2007)
THROUGH
MARCH 31, 2008
(Unaudited)
Three
Months Ended
March 31,
2008
|
Period Ended
March 31,
2007
|
Cumulative
From
Inception
|
||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Expenses:
|
||||||||||
General
and administrative-
|
||||||||||
Professional
fees
|
7,525
|
-
|
45,025
|
|||||||
SEC
and filing fees
|
2,504
|
-
|
2,554
|
|||||||
Office
rent
|
300
|
-
|
1,200
|
|||||||
Bank
charges
|
20
|
-
|
1,048
|
|||||||
Consulting
|
-
|
-
|
1,000
|
|||||||
Officers
compensation paid by common stock
|
-
|
300
|
360
|
|||||||
Other
|
-
|
-
|
89
|
|||||||
Total
general and administrative expenses
|
10,349
|
300
|
51,276
|
|||||||
(Loss)
from Operations
|
(10,349
|
)
|
(300
|
)
|
(51,276
|
)
|
||||
Other
Income (Expense)
|
-
|
-
|
-
|
|||||||
Provision
for income taxes
|
-
|
-
|
-
|
|||||||
Net
(Loss)
|
$
|
(10,349
|
)
|
$
|
(300
|
)
|
$
|
(51,276
|
)
|
|
(Loss)
Per Common Share:
|
||||||||||
(Loss)
per common share - Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
Weighted
Average Number of Common Shares
Outstanding
- Basic and Diluted
|
5,600,000
|
1,090,909
|
The
accompanying notes to financial statements are
an
integral part of these statements.
-
3 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (NOTE 2)
FOR
THE THREE MONTHS ENDED MARCH 31, 2008, THE PERIOD ENDED
MARCH
31, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 21, 2007)
THROUGH
MARCH 31, 2008
(Unaudited)
Three
Months Ended
March 31,
2008
|
Period Ended
March 31,
2007
|
Cumulative
From
Inception
|
||||||||
Operating
Activities:
|
||||||||||
Net
(loss)
|
$
|
(10,349
|
)
|
$
|
(300
|
)
|
$
|
(51,276
|
)
|
|
Adjustments
to reconcile net (loss) to net cash
(used
in) operating activities:
|
||||||||||
Officers
compensation paid by issued shares
|
-
|
300
|
360
|
|||||||
Prepaid
expenses
|
(11,675
|
)
|
-
|
(11,675
|
)
|
|||||
Changes
in net liabilities-
|
||||||||||
Accounts
payable - Trade
|
3,200
|
-
|
4,200
|
|||||||
Accrued
liabilities
|
(1,789
|
)
|
-
|
6,200
|
||||||
Net
Cash (Used in) Operating Activities
|
(20,613
|
)
|
-
|
(52,191
|
)
|
|||||
Investing
Activities:
|
||||||||||
Cash
provided by investing activities
|
-
|
-
|
-
|
|||||||
Net
Cash Provided by Investing Activities
|
-
|
-
|
-
|
|||||||
Financing
Activities:
|
||||||||||
Issuance
of common stock for cash
|
-
|
-
|
50,000
|
|||||||
Due
to Related Party - Director and stockholder
|
2,593
|
-
|
2,593
|
|||||||
Net
Cash Provided by Financing Activities
|
2,593
|
-
|
52,593
|
|||||||
Net
Increase (Decrease) in Cash
|
(18,020
|
)
|
-
|
402
|
||||||
Cash
- Beginning of Period
|
18,422
|
-
|
-
|
|||||||
Cash
- End of Period
|
$
|
402
|
$
|
-
|
$
|
402
|
||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||
Cash
paid during the period for:
|
||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Income
taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
On
March
28, 2007, the Company issued 3,000,000 shares of common stock, valued at $300,
to an officer of the Company for services rendered.
On
April
20, 2007, the Company issued 600,000 shares of common stock, valued at $60,
to
an officer of the Company for services rendered.
The
accompanying notes to financial statements are
an
integral part of these statement.
-
4 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
(1) Summary
of Significant Accounting Policies
Basis
of Presentation and Organization
International
Medical Staffing, Inc. (“IMS” or the “Company”) is a Delaware corporation in the
development stage, and has not commenced operations. The Company was
incorporated under the laws of the State of Delaware on March 21, 2007. The
proposed business plan of the Company is to provide services to the healthcare
industry, primarily hospitals and nursing homes, by providing reliable
recruitment, screening, and placement services in order to address the rising
international shortage of qualified nurses and other medical staff. The
accompanying financial statements of IMS were prepared from the accounts of
the
Company under the accrual basis of accounting.
In
addition, in April 2007, the Company commenced a capital formation activity
through a Private Placement Offering (the “PPO”), exempt from registration under
the Securities Act of 1933, to raise up to $50,000 through the issuance
2,000,000 shares of its common stock, par value $0.0001 per share, at an
offering price of $0.025 per share. As of November 1, 2007, the Company had
closed the PPO and received proceeds of $50,000. The Company also commenced
an
activity to submit a Registration Statement on Form SB-2 to the Securities
and
Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of
common stock on behalf of selling stockholders. The Registration Statement
on
Form SB-2 was filed with the SEC on December 19, 2007, and declared effective
on
January 4, 2008. The Company will not receive any of the proceeds of this
registration activity once the shares of common stock are sold.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of March 31, 2008, and for the
three months ended March 31, 2008, the period ended March 31, 2007, and
cumulative from inception are unaudited. However, in the opinion of management,
the interim financial statements include all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the Company’s
financial position as of March 31, 2008, and the results of its operations
and
its cash flows for the three months ended March 31, 2008, the period ended
March
31, 2007, and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December 31,
2008. The accompanying financial statements and notes thereto do not reflect
all
disclosures required under accounting principles generally accepted in the
United States. Refer to the audited financial statements of the Company as
of
December 31, 2007, in its Annual Report on Form 10-KSB filed with the SEC for
additional information, including significant accounting policies.
-
5 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
Cash
and Cash Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity
of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved
by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is computed similar to
basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares
were
dilutive. There were no dilutive financial instruments issued or outstanding
for
the period ended March 31, 2008.
Income
Taxes
The
Company accounts for income taxes pursuant to SFAS No. 109, “Accounting
for Income Taxes”
(“SFAS
No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
determined based on temporary differences between the bases of certain assets
and liabilities for income tax and financial reporting purposes. The deferred
tax assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets.
The
Company establishes a valuation allowance based upon the potential likelihood
of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause
a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year
of
the change in estimate.
-
6 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required
in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of March 31, 2008, the carrying value of the Company’s financial
instruments approximated fair value due to their short-term nature and
maturity.
Lease
Obligations
All
noncancellable leases with an initial term greater than one year are categorized
as either capital or operating leases. Assets recorded under capital leases
are
amortized according to the same methods employed for property and equipment
or
over the term of the related lease, if shorter.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion
of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration
of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions.
As
such, subsequent registration costs and expenses are reflected in the
accompanying financial statements as general and administrative expenses, and
are expensed as incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities as of March 31, 2008, and expenses for the periods ended
March 31, 2008, and 2007, and cumulative from inception. Actual results could
differ from those estimates made by management.
-
7 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
(2) Development
Stage Activities and Going Concern
The
Company is currently in the development stage and has not commenced operations.
The business plan of the company is to provide services to the healthcare
industry, primarily hospitals and nursing homes, by providing reliable
recruitment, screening, and placement services in order to address the rising
international shortage of qualified nurses and other medical staff.
During
the period ended March 31, 2008, the Company was organized and incorporated,
and
completed a capital formation activity to raise up to $50,000 from the sale
of
2,000,000 shares of common stock through a PPO to various stockholders. The
Company prepared a Registration Statement on Form SB-2 in order to register
2,000,000 shares of its common stock, for selling stockholders, with the SEC.
The Registration Statement on Form SB-2 was filed with the SEC on December
19,
2007, and declared effective on January 4, 2008. The Company will not receive
any of the proceeds of this registration activity once the shares of common
stock are sold. The Company also intends to conduct additional capital formation
activities through the issuance of its common stock and to commence operations.
The
accompanying financial statements have been prepared in conformity with
accounting principals generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred an operating loss since inception and the cash resources of the Company
are insufficient to meet its planned business objectives. These and other
factors raise substantial doubt about the Company’s ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.
(3) Common
Stock
On
March
28, 2007, the Company issued 3,000,000 shares of common stock to its Director
and Corporate President, Secretary, and Treasurer for services rendered, valued
at $300.
On
April
20, 2007, the Company issued 600,000 shares of common stock to its Director
and
Corporate Secretary for services rendered, valued at $60.
On
April
30, 2007, the Board of Directors of the Company approved a PPO, exempt from
registration under the Securities Act of 1933, to raise up to $50,000 through
the issuance of 2,000,000 shares of its common stock, par value $0.0001 per
share, at an offering price of $0.025 per share. The PPO had an offering period
of 180 days. On November 1, 2007, the Company fully subscribed the PPO and
raised a total of $50,000 in proceeds.
In
addition, in 2007, the Company commenced an activity to submit a Registration
Statement on Form SB-2 to the SEC to register 2,000,000 shares of its
outstanding common stock on behalf of selling shareholders. The Company will
not
receive any of the proceeds of this registration activity once the shares of
common stock are sold. The Registration Statement on Form SB-2 was filed with
the SEC on December 19, 2007, and declared effective on January 4,
2008.
-
8 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
(4) Income
Taxes
The
provision (benefit) for income taxes for the period ended March 31, 2008, was
as
follows (assuming a 23.7 percent effective federal and state income tax
rate):
|
|
2008
|
|
2007
|
|||
Current
Tax Provision:
|
|
|
|||||
Federal
and state-
|
|
|
|||||
State
franchise tax
|
$
|
-
|
$
|
-
|
|||
Total
current tax provision
|
$
|
-
|
$
|
-
|
|||
Deferred
Tax Provision:
|
|||||||
Federal
and state-
|
|||||||
Loss
carryforwards
|
$
|
2,453
|
$ |
9,413
|
|||
Change
in valuation allowance
|
(2,453
|
)
|
|
(9,413
|
) | ||
Total
deferred tax provision
|
$
|
-
|
$ |
-
|
The
Company had deferred income tax assets as of March 31, 2008, as
follows:
|
|
2008
|
|
|
2007
|
||
Loss
carryforwards
|
$
|
12,152
|
$
|
9,413
|
|||
Less
- Valuation allowance
|
(12,152
|
)
|
$
|
(9,413
|
) | ||
Total
net deferred tax assets
|
$
|
-
|
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended March 31, 2008, because it is not presently known whether
future taxable income will be sufficient to utilize the loss
carryforwards.
As
of
March 31, 2008, the Company had approximately $51,276 in tax loss carryforwards
that can be utilized in future periods to reduce taxable income, and expire
in
the year 2028.
(5) Related
Party Transactions
As
described in Note 3, during the period from March 21, 2007, through December
31,
2007, the Company issued 3,600,000 shares of its common stock to its Directors
for services rendered with a value of $360.
In
April
2007, the Company entered into a verbal agreement with an individual who is
a
relative of the Director of the Company and is also a former Director, officer,
and stockholder of the Company to lease office space. The monthly lease rental
amount is $100, and the term of the lease arrangement is month to month. For
the
three months ended March 31, 2008, the Company accrued $300 in office rent
expense related to the lease.
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9 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
As
of
March 31, 2008, the Company owed to a Director and stockholder $2,593 that
he
loaned to the Company. The loan was provided for working capital purposes,
is
unsecured, non-interest bearing, and has no terms for repayment.
(6) Recent
Accounting Pronouncements
In
February 2007, the FASB issued SFAS No. 159, “The
Fair Value Option for Financial Assets and Liabilities”
(“SFAS
No. 159”), which permits entities to measure many financial instruments and
certain other items at fair value that are not currently required to be measured
at fair value. An entity would report unrealized gains and losses on items
for
which the fair value option had been elected in earnings at each subsequent
reporting date. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The decision about whether to elect the
fair value option is applied instrument by instrument, with a few exceptions;
the decision is irrevocable; and it is applied only to entire instruments and
not to portions of instruments. The statement requires disclosures that
facilitate comparisons (a) between entities that choose different measurement
attributes for similar assets and liabilities and (b) between assets and
liabilities in the financial statements of an entity that selects different
measurement attributes for similar assets and liabilities. SFAS No. 159 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year provided the entity also elects to apply the provisions of SFAS No. 157.
Upon implementation, an entity shall report the effect of the first
re-measurement to fair value as a cumulative-effect adjustment to the opening
balance of retained earnings. Since the provisions of SFAS No. 159 are applied
prospectively, any potential impact will depend on the instruments selected
for
fair value measurement at the time of implementation. The management of the
Company is of the opinion that the adoption of this new pronouncement will
not
have an impact on its financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment
of
ARB No. 51” (“SFAS
No. 160”), which
establishes accounting and reporting standards to improve the relevance,
comparability, and transparency of financial information in its consolidated
financial statements. This is accomplished by requiring all entities, except
not-for-profit organizations, that prepare consolidated financial statements
to
(a) clearly identify, label, and present ownership interests in subsidiaries
held by parties other than the parent in the consolidated statement of financial
position within equity, but separate from the parent’s equity; (b) clearly
identify and present both the parent’s and the noncontrolling’s interest
attributable consolidated net income on the face of the consolidated statement
of income; (c) consistently account for changes in parent’s ownership interest
while the parent retains it controlling financial interest in subsidiary and
for
all transactions that are economically similar to be accounted for similarly;
(d) measure of any gain, loss, or retained noncontrolling equity at fair value
after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent and
the interests of the noncontrolling owners. This statement also clarifies that
a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods on or after December 15, 2008. The management of the Company does not
expect the adoption of this pronouncement to have a material impact on its
financial statements.
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10 -
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008, AND 2007
(UNAUDITED)
In
March
2008, the FASB issued FASB Statement No. 161, “Disclosures
about Derivative Instruments and Hedging Activities – an amendment
of
FASB Statement 133”
(“SFAS
No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
hedging activities, including enhanced disclosures regarding how: (a) an entity
uses derivative instruments; (b) derivative instruments and related hedged
items
are accounted for under SFAS No. 133, “Accounting
for Derivative Instruments and Hedging Activities”;
and (c)
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. Specifically, SFAS No. 161
requires:
●
|
Disclosure
of the objectives for using derivative instruments be disclosed in
terms
of underlying risk and accounting
designation;
|
●
|
Disclosure
of the fair values of derivative instruments and their gains and
losses in
a tabular format;
|
●
|
Disclosure
of information about credit-risk-related contingent features;
and
|
●
|
Cross-reference
from the derivative footnote to other footnotes in which
derivative-related information is
disclosed.
|
SFAS
No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008. Earlier application is encouraged. The management of the Company
does
not expect the adoption of this pronouncement to have a material impact on
its
financial statements.
(7) Commitments
and Contingencies
As
discussed in Note 5, the Company entered into a verbal agreement for the lease
of office space on a month-to-month basis with an individual who is a relative
of the Director of the Company and is also a former Director, officer, and
stockholder of the Company. The monthly lease amount is $100.
On
January 9, 2008, the Company entered into a Transfer Agent Agreement with Island
Capital Management, LLC dba Island Stock Transfer (“Island Stock Transfer”).
Under the Agreement, the Company agreed to pay to Island Stock Transfer fees
amounting to $15,000, of which $6,000 was payable upon execution of the
agreement and the remaining $9,000 payable within 120 days. The agreement is
for
a 12 month period during which Island Stock Transfer will act as the Company’s
transfer agent and provide Edgarization services for the Company. As of March
31, 2008, the Company had paid $12,000 to Island Stock Transfer.
-
11 -
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operation.
General
We
are a
development stage company with limited operations and no revenues from our
business operations. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt that we can continue
as an on-going business for the next 12 months. We do not anticipate that we
will generate significant revenues until we have recruited and placed nurses
or
other medical staff. Accordingly, we must raise cash from sources other than
our
operations in order to implement our business plan. We may raise this additional
capital either through debt or equity, including potentially receiving a loan
from our President. No assurance can be given that such efforts will be
successful. The Company has no specific plans at present for raising additional
capital.
In
our
management's opinion, there is a current and rapidly growing need for our
recruitment services in the healthcare industry and particularly in the
long-term care market in the United States, as well as in other health care
markets around the world.
Our
Corporate History
We
were
incorporated in the State of Delaware under the name International Medical
Staffing, Inc. on March 21, 2007. We are a development stage company and we
have
commenced only limited operations. We have never declared bankruptcy, have
never
been in receivership, and have never been involved in any legal action or
proceedings. We have not made any significant purchase or sale of assets, nor
has the Company been involved in any mergers, acquisitions or consolidations.
Neither we, nor our officers, Directors, promoters, or affiliates, have had
preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements, or understandings with, any representatives of the
owners of any business or company regarding the possibility of an acquisition
or
merger.
We
intend
to focus on developing into a leading provider of services for the global
recruitment of qualified medical personnel. We plan to service the healthcare
industry, primarily hospitals and nursing homes, by providing them with reliable
recruitment, screening, and placement services in order to address the rising
international shortage of qualified nurses and other medical staff.
We
do not
currently have sufficient capital to operate our business, and we may require
additional funding in the future to sustain our operations. There is no
assurance that we will have revenues in the future or that we will be able
to
secure the necessary funding to develop our business.
Plan
of Operation
Our
plan
of operation is to market our recruiting services to nursing homes and hospitals
throughout the United States. We will focus initially on offering our services
to nursing homes and hospitals in the Northeast and Midwest regions of the
United States. We plan to identify and retain a recruitment agent in the
Philippines who will assist us in locating a steady supply of nursing
candidates. We intend to recruit nurses and other medical staff personnel in
their countries of origin and, after screening these candidates, assist them
in
successfully passing all exams, legal procedures, and immigration requirements
obligated by the country and state of future employment. We will accompany
the
nurses through each stage, offering advice and personal solutions, until their
arrival and placement at the facility of employment.
-
12 -
Results
of Operations
Revenues
We
had no
revenues for the period from March 21, 2007 (date of inception) through March
31, 2008.
Expenses
Our
expenses for the three month period ended March 31, 2008 were $10,349 and since
our inception were $51,276. These expenses were comprised primarily of general
and administrative, and legal and accounting expenses, as well as banking fees.
Net
Income (Loss)
Our
net
loss for the three month period ended March 31, 2008 was $10,349. During the
period from March 31, 2007 (date of inception) through March 31, 2008, we
incurred a net loss of $51,276. This loss consisted primarily of administrative
expenses. Since inception, we have sold 5,600,000 shares of common
stock.
Liquidity
and Capital Resources
Our
balance sheet as of March 31, 2008, reflects assets of $12,077. Cash and cash
equivalents from inception to date have been insufficient to provide the working
capital necessary to operate to date.
We
anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us.
We
currently have no agreements, arrangements or understandings with any person
to
obtain funds through bank loans, lines of credit or any other sources.
Going
Concern Consideration
The
financial statements contained herein for the fiscal quarter ended March 31,
2008, have been prepared on a “going concern” basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. For the reasons discussed herein and in the footnotes to our
financial statements included herein, there is a significant risk that we will
be unable to continue as a going concern. Our audited financial statements
included in our Annual Report on Form 10-KSB for the period ended December
31,
2007, contain additional note disclosures describing the circumstances that
lead
to this disclosure by our registered independent auditors.
-
13 -
Off-Balance
Sheet Arrangements
We
have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures about Market
Risk.
None.
Disclosure
Controls and Procedures
Under
the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the
end
of the period covered by this quarterly report. Based on that evaluation, these
officers concluded that our disclosure controls and procedures were effective
as
of March 31, 2008.
Internal
Control over Financial Reporting
There
has
been no change in our internal control over financial reporting, as defined
in
Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, during
the
quarter ended March 31, 2008, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
In
the
ordinary course of business, our internal control over financial reporting
changes as we modify and enhance our processes and information technology
systems to meet changing needs and increase our efficiency. Any significant
changes in internal controls are evaluated prior to implementation to help
maintain the continued effectiveness of our internal control. While changes
have
occurred in our internal controls during the quarter ended March 31, 2008,
there were no changes that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
PART
II
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
There
have been no material changes from the risk factors disclosed in our annual
report on Form 10KSB for the period ended December 31, 2007.
-
14 -
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
None.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit No.
|
Description
|
|
3.1
|
Articles
of Incorporation. (Attached as an exhibit to our Registration Statement
on
Form SB-2 originally filed with the SEC on December 19, 2007, and
incorporated herein by reference.)
|
|
3(ii)
|
Bylaws.
(Attached as an exhibit to our Registration Statement on Form SB-2
originally filed with the SEC on December 19, 2007, and incorporated
herein by reference.)
|
|
31.1
|
Certification
of Aron Fishl Paluch pursuant to Rule 13a-14(a).
|
|
32.1
|
Certification
of Aron Fishl Paluch pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
-
15 -
Signatures
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTERNATIONAL
MEDICAL STAFFING, INC.
|
||
|
|
|
Date: May 12, 2008 | By: | /s/ Aron Fishl Paluch |
Aron
Fishl Paluch
|
||
President,
Treasurer, and Director
Principal
Executive Officer, Principal
Financial
and Chief Accounting Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.
Signatures
|
Title
|
Date
|
||
/s/
Aron
Fishl Paluch
|
President,
Treasurer, and Director
|
May
12, 2008
|
||
Aron
Fishl Paluch
|
-
16 -