Valiant Eagle, Inc. - Quarter Report: 2009 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
Form
10-Q
(Mark
One)
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ý
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
quarterly period ended June 30,
2009
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from ___________ to _____________
Commission
File Number: 333-148158
INTERNATIONAL
MEDICAL STAFFING, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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41-2233202
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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340
Eisenhower Drive
Building
600, Suite 610
Savannah,
Georgia 31406
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(Address
of principal executive offices, including zip
code)
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Registrant’s
telephone number, including area
code: (912) 961-4980
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
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act). YES NO ý
The
issuer had 5,600,000 shares of its common stock issued and outstanding as of
August 10, 2009.
Available
Information
Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, 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
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Page
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PART
I
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ITEM
1.
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Financial
Statements
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F-1
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ITEM
2.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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4
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ITEM
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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7
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ITEM
4T.
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Controls
and Procedures
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8
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PART
II
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ITEM
1.
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Legal
Proceedings
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9
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ITEM
1A.
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Risk
Factors
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9
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ITEM
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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9
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ITEM
3.
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Defaults
Upon Senior Securities
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9
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ITEM
4.
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Submission
of Matters to a Vote of Security Holders
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9
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ITEM
5.
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Other
Information
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9
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ITEM
6.
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Exhibits
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9
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SIGNATURES
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10
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2
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 Quarterly
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
Quarterly 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:
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dependence
on key personnel;
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competitive
factors;
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degree
of success of research and development
programs
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the
operation of our business; and
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general
economic conditions in the United States and the
Philippines.
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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.
3
PART
I
ITEM
1. Financial Statements.
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, AND 2008
(Unaudited)
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Interim
Financial Statements-
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||||
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Balance
Sheets as of June 30, 2009, and December 31, 2008
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F-2 | |||
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Statements
of Operations for the Three and Six Months Ended June 30, 2009, and 2008,
and Cumulative from Inception
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F-3 | |||
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Statements
of Cash Flows for the Three and Six Months Ended June 30, 2009, and 2008,
and Cumulative from Inception
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F-4 | |||
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Notes
to Interim Financial Statements June 30, 2009, and 2008
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F-5 | |||
F-1
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS (NOTE 2)
AS
OF JUNE 30, 2009, AND DECEMBER 31, 2008
(Unaudited)
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June
30,
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December
31,
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|||||||
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2009
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2008
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|||||||
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ASSETS
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||||||||
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Current
Assets:
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||||||||
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Cash
in bank
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$ | 1,787 | $ | 1,125 | ||||
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Accounts
receivable - Other
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406 | - | ||||||
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Prepaid
expenses
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- | 525 | ||||||
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Total
current assets
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2,193 | 1,650 | ||||||
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Total
Assets
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$ | 2,193 | $ | 1,650 | ||||
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LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
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||||||||
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Current
Liabilities:
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||||||||
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Accounts
payable - Trade
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$ | 1,958 | $ | 14,579 | ||||
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Accrued
liabilities
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21,500 | 11,700 | ||||||
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Due
to related party - Former Director and stockholder
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- | 4,455 | ||||||
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Total
current liabilities
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23,458 | 30,734 | ||||||
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Total
liabilities
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23,458 | 30,734 | ||||||
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Commitments
and Contingencies
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||||||||
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Stockholders'
(Deficit):
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||||||||
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Preferred
stock, par value $0.0001 per share, 50,000,000 shares authorized; no
shares issued and outstanding in 2009, and 2008,
respectively
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- | - | ||||||
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Common
stock, par value $0.0001 per share, 900,000,000 shares authorized;
5,600,000 shares issued and outstanding in 2009, and 2008,
respectively
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560 | 560 | ||||||
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Additional
paid-in capital
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84,564 | 49,800 | ||||||
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(Deficit)
accumulated during the development stage
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(106,389 | ) | (79,444 | ) | ||||
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Total
stockholders' (deficit)
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(21,265 | ) | (29,084 | ) | ||||
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Total
Liabilities and Stockholders' (Deficit)
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$ | 2,193 | $ | 1,650 | ||||
The
accompanying notes to interim financial statements
are an
integral part of these balance sheets.
F-2
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (NOTE 2)
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009, AND 2008,
AND
CUMULATIVE FROM INCEPTION (MARCH 21, 2007)
THROUGH
JUNE 30, 2009
(Unaudited)
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Three
Months Ended
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Six
Months Ended
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Cumulative
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||||||||||||||||||
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June 30,
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June 30,
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From
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||||||||||||||||||
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2009
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2008
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2009
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2008
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Inception
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Revenues
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$ | - | $ | 10,000 | $ | 5,000 | $ | 10,000 | $ | 20,980 | ||||||||||
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Expenses:
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General
and administrative-
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Professional
fees
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23,000 | 9,928 | 28,398 | 17,453 | 114,430 | |||||||||||||||
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SEC
and filing fees
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1,119 | 509 | 1,773 | 3,013 | 6,189 | |||||||||||||||
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Office
rent
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- | 300 | 300 | 600 | 2,400 | |||||||||||||||
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Bank
charges
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45 | 80 | 110 | 100 | 1,313 | |||||||||||||||
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Consulting
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- | - | - | - | 1,000 | |||||||||||||||
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Other
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639 | 124 | 1,364 | 124 | 1,677 | |||||||||||||||
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Officers
compensation
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- | - | - | - | 360 | |||||||||||||||
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Total
general and administrative expenses
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24,803 | 10,941 | 31,945 | 21,290 | 127,369 | |||||||||||||||
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(Loss)
from Operations
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(24,803 | ) | (941 | ) | (26,945 | ) | (11,290 | ) | (106,389 | ) | ||||||||||
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Other
Income (Expense)
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- | - | - | - | - | |||||||||||||||
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Provision
for Income Taxes
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- | - | - | - | - | |||||||||||||||
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Net
(Loss)
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$ | (24,803 | ) | $ | (941 | ) | $ | (26,945 | ) | $ | (11,290 | ) | $ | (106,389 | ) | |||||
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(Loss)
Per Common Share:
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(Loss)
per common share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
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5,600,000 | 5,600,000 | 5,600,000 | 5,600,000 | ||||||||||||||||
The
accompanying notes to interim financial statements are
an
integral part of these statements.
F-3
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (NOTE 2)
FOR
THE SIX MONTHS ENDED JUNE 30, 2009, AND 2008,
AND
CUMULATIVE FROM INCEPTION (MARCH 21, 2007) THROUGH JUNE 30, 2009
(Unaudited)
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Six
Months Ended
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Cumulative
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|||||||||||
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June 30,
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From
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|||||||||||
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2009
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2008
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Inception
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||||||||||
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Operating
Activities:
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||||||||||||
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Net
(loss)
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$ | (26,945 | ) | $ | (11,290 | ) | $ | (106,389 | ) | |||
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Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
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||||||||||||
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Officers
compensation
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- | - | 360 | |||||||||
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Changes
in net assets and liabilities-
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||||||||||||
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Accounts
receivable - Other
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(406 | ) | - | (406 | ) | |||||||
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Prepaid
expenses
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525 | (7,925 | ) | - | ||||||||
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Accounts
payable - Trade
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(12,621 | ) | 5,128 | 1,958 | ||||||||
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Accrued
liabilities
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5,345 | (3,489 | ) | 21,500 | ||||||||
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Net
Cash (Used in) Operating Activities
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(34,102 | ) | (17,576 | ) | (82,977 | ) | ||||||
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Investing
Activities:
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Cash
provided by investing activities
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- | - | - | |||||||||
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Net
Cash Provided by Investing Activities
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- | - | - | |||||||||
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Financing
Activities:
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||||||||||||
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Issuance
of common stock for cash
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- | - | 50,000 | |||||||||
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Proceeds
from related party - Former Director and stockholder
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3,172 | 3,102 | 3,172 | |||||||||
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Payments
to related party - Former Director and stockholder
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- | - | - | |||||||||
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Proceeds
from related party - Stockholder
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31,592 | - | 31,592 | |||||||||
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Net
Cash Provided by Financing Activities
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34,764 | 3,102 | 84,764 | |||||||||
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Net
Increase (Decrease) in Cash
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662 | (14,474 | ) | 1,787 | ||||||||
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Cash
- Beginning of Period
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1,125 | 18,422 | - | |||||||||
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Cash
- End of Period
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$ | 1,787 | $ | 3,948 | $ | 1,787 | ||||||
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Supplemental
Disclosure of Cash Flow Information:
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||||||||||||
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Cash
paid during the period for:
|
||||||||||||
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income
taxes
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$ | - | $ | - | $ | - | ||||||
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.
On June
3, 2009, a former Director and stockholder of the Company forgave the Company of
a loan of $3,172.
The
accompanying notes to interim financial statements are
an
integral part of these statements.
F-4
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(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 of
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 IMS as of June 30, 2009, and December 31, 2008,
and for the three and six months ended June 30, 2009, and 2008, 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 financial position
of the Company as of June 30, 2009, and December 31, 2008, and the results of
its operations and its cash flows for the three and six months ended June 30,
2009, and 2008, and cumulative from inception. These results are not
necessarily indicative of the results expected for the calendar year ending
December 31, 2009. The accompanying financial statements and notes
thereto do not reflect all of the disclosures required under accounting
principles generally accepted in the United States of America. Refer
to the Company’s audited financial statements as of December 31, 2008, filed
with the SEC for additional information, including significant accounting
policies.
F-5
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(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 realized limited
revenues. The Company 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 three and six months ended June 30, 2009, and
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 statements 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.
F-6
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(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 June 30, 2009, and December 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. 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 June 30, 2009, and December 31, 2008, and expenses
for the three and six months ended June 30, 2009, and 2008, and cumulative from
inception. Actual results could differ from those estimates made by
management.
F-7
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(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.
For the
period from inception through June 30, 2009, 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.
While the
management of the Company believes that the Company will be successful in its
planned operating activities, there can be no assurance that the Company will be
successful in providing services to the healthcare industry, primarily hospitals
and nursing homes, by providing reliable recruitment, screening, and placement
services that will generate sufficient revenues to sustain the operations of the
Company.
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. As of December 31, 2008, the Company
fully subscribed the PPO and raised a total of $50,000 in
proceeds.
F-8
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
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.
Effective
July 15, 2009, the Company amended its Articles of Incorporation and increased
the number of shares of authorized common stock from 100,000,000 shares to
900,000,000 shares, par value $0.0001 per share. At the same time,
the Company authorized 50,000,000 shares of preferred stock, par value $0.0001
per share, which may be issued in one or more series of the preferred stock as
the Company may determine by vote of a majority of the Board of
Directors. See Note 8 – Subsequent Events for additional
information.
(4)
Income Taxes
The
provision (benefit) for income taxes for the six months ended June 30, 2009, and
2008, was as follows (assuming a 23 percent effective federal and
state income tax rate):
|
Six
Months Ended
|
||||||||
|
June 30,
|
||||||||
|
2009
|
2008
|
|||||||
|
Current
Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Taxable
income
|
$ | - | $ | - | ||||
|
Total
current tax provision
|
$ | - | $ | - | ||||
|
Deferred
Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Loss
carryforwards
|
$ | 6,198 | $ | 2,597 | ||||
|
Change
in valuation allowance
|
(6,198 | ) | (2,597 | ) | ||||
|
Total
deferred tax provision
|
$ | - | $ | - | ||||
The
Company had deferred income tax assets as of June 30, 2009, and 2008, as
follows:
F-9
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
|
As
of
|
As
of
|
|||||||
|
June
30,
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Loss
carryforwards
|
$ | 24,470 | $ | 18,272 | ||||
|
Less
- Valuation allowance
|
(24,470 | ) | (18,272 | ) | ||||
|
Total
net deferred tax assets
|
$ | - | $ | - | ||||
The
Company provided a valuation allowance equal to the deferred income tax assets
for the six months ended June 30, 2009, and 2008, because it is not presently
known whether future taxable income will be sufficient to utilize the loss
carryforwards.
As of
June 30, 2009, and December 31, 2008, the Company had approximately $106,389,
and $79,444, respectively, in tax loss carryforwards that can be utilized in
future periods to reduce taxable income, and begin to expire in the year
2027.
(5) Related
Party Transactions
As
described in Note 3, during the period from March 28, 2007, through April 20,
2008, the Company issued 3,600,000 shares of its common stock to its Directors
and Corporate President,
Secretary, and Treasurer, 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. As of March 31, 2009, the lease agreement was cancelled and
the accrued office rent expenses balance was paid in full. As of
December 31, 2008, the Company had $2,100, respectively, in office rent expense
related to the lease.
As of
June 30, 2009, and December 31, 2008, the Company owed to a former Director and
stockholder nil and $4,455, respectively, 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. As
of June 30, 2009, former Director and stockholder of the Company forgave the
Company $34,784 of a loan that was provided for working capital
purposes.
|
|
(6)
|
Change
of Control
|
Effective
June 3, 2009, the Company underwent a change in control. The change
in control occurred as a result of the acquisition by PureSpectrum, Inc. (‘PS”),
a Nevada corporation, of 3,600,000 shares of the Company’s common stock, $0.0001
par value, constituting 64.29% of the outstanding common stock for $250,000 in
cash. Contemporaneously with the change in control, Mr. Aron Fishl
Paluch resigned as the sole director of the Company, and Lee L. Vanatta, the
President and Chief Executive Officer of PS, was elected a Director of the
Company. Mr. Paluch also resigned as the President, Secretary, and
Treasurer of the Company, and Mr. Vanatta was elected to these positions, both
effective on June 3, 2009.
F-10
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
|
|
(7)
|
Recent
Accounting Pronouncements
|
On March
19, 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 FASB Statement 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. Early application is encouraged. The management
of the Company does not believe that this new pronouncement will have a material
impact on its financial statements.
On May 9,
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”). SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The
Meaning of Present Fairly in Conformity with Generally Accept Accounting
Principles.” SAS No. 69 has been criticized because it is
directed to the auditor rather than the entity. SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity (not the auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.
The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
F-11
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
|
a)
|
FASB
Statements of Financial Accounting Standards and Interpretations, FASB
Statement 133 Implementation Issues, FASB Staff Positions, and American
Institute of Certified Public Accountants (AICPA) Accounting Research
Bulletins and Accounting Principles Board Opinions that are not superseded
by actions of the FASB.
|
|
b)
|
FASB
Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
Accounting Guides and Statements of
Position.
|
|
c)
|
AICPA
Accounting Standards Executive Committee Practice Bulletins that have been
cleared by the FASB, consensus positions of the FASB Emerging Issues Task
Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
(EITF D-Topics).
|
|
d)
|
Implementation
guides (Q&As) published by the FASB staff, AICPA Accounting
Interpretations, AICPA Industry Audit and Accounting Guides and Statements
of Position not cleared by the FASB, and practices that are widely
recognized and prevalent either generally or in the
industry.
|
SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature. It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities. The
management of the Company does not believe that this new pronouncement will have
a material impact on its financial statements.
On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60” (“SFAS
No. 163”). SFAS No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities. It also
requires expanded disclosures about financial guarantee insurance
contracts.
The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency. Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.” That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”). SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation. It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
F-12
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities. Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163. Except for those disclosures, earlier
application is not permitted. The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
On May
22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities:
Mergers and Acquisitions – Including an Amendment of FASB Statement No. 142”
(“SFAS No. 164”). Statement 164 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
not-for-profit entity provides in its financial reports about a combination with
one or more other not-for-profit entities, businesses, or nonprofit
activities. To accomplish that, this Statement establishes principles
and requirements for how a not-for-profit entity:
|
|
a.
|
Determines
whether a combination is a merger for an
acquisition.
|
|
|
b.
|
Applies
the carryover method in accounting for a
merger.
|
|
|
c.
|
Applies
the acquisition method in accounting for an acquisition, including
determining which of the combining entities is the
acquirer.
|
|
|
d.
|
Determines
what information to disclose to enable users of financial statements to
evaluate the nature and financial effects of a merger or an
acquisition.
|
This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill and Other Intangible Assets, to make it fully
applicable to not-for-profit entities.
Statement
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009. Early application is prohibited. Management of the
Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
On May
28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS No.
165”). Statement 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued. Specifically, Statement 165 provides:
F-13
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
|
|
1.
|
The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial
statements.
|
|
|
2.
|
The
circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial
statements.
|
|
|
3.
|
The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet
date.
|
In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15,
2009. Management of the Company does not expect the adoption of this
pronouncement to have material impact on its financial statements.
|
(8)
|
Subsequent
Events
|
On July
7, 2009, Gregory J. McLean was elected Secretary, Treasurer and Chief Financial
Officer of the Company. Effective July 13, 2009, the Company amended
its Certificate of Incorporation to (a) increase the number of shares of
authorized common stock from 100,000,000 shares to 900,000,000 shares, par value
$0.0001 per share, (b) authorize 50,000,000 shares of preferred stock, par value
$0.0001 per share, which may be issued in one or more series of the preferred
stock with such designations, rights, preferences, limitations and/or
restrictions as the Company may determine by vote of a majority of the Board of
Directors and (c) among other things, to eliminate preemptive rights cumulative
voting rights and to provide for the indemnification and Directors and
officers.
On July
10, 2009, the Board of Directors approved the Company’s Amended and Restated
Bylaws to, among other things, allow stockholders of the Company, who own more
than 30 percent, rather than at least a majority of the issued and outstanding
shares, to be entitled to cause the Company’s Secretary to call a special
meeting of the stockholders; to provide for a procedure whereby stockholders may
nominate candidates to serve as Directors of the Company; to designate five
standing committees of the Board of Directors, namely, Executive Committee,
Audit Committee, Compensation Committee, Nominating and Corporate Governance
Committee and Compliance, Sustainability and Public Policy Committee; and, to
allow the Board of Directors, as well as the stockholders, to adopt, amend and
repeal the Bylaws, whereas the former Bylaws of the Company only allowed the
stockholders to adopt, amend and repeal such Bylaws. The Amended and
Restated Bylaws will become effective upon the effectiveness of an amendment to
the Company’s Amended and Restated Certificate of Incorporation described below
which will confer upon the Board of Directors the power to adopt, amend and
repeal the Company’s Bylaws (the “Bylaws Amendment”)
F-14
INTERNATIONAL
MEDICAL STAFFING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO INTERIM FINANCIAL STATEMENTS
JUNE
30, 2009, and 2008
(Unaudited)
On August
4, 2009, the Board of Directors approved and the Company entered into the
Agreement of Purchase and Sale and Plan of Reorganization (the “C-Reorg
Agreement”) pursuant to which the Company will effect a transaction with PS and
will file a Registration Statement on Form S-4 with the SEC to register its
shares of common stock to be issued in connection with this
transaction. When the C-Reorg is consummated, the Company will make
effective the amendment to its Amended and Restated Certificate of Incorporation
to include the Bylaws Amendment and to change the Company’s name to
“PureSpectrum, Inc.” On August 4, 2009, the Company’s stockholders
approved this amendment to the Company’s Amended and Restated Certificate of
Incorporation. Also on August 4, 2009, PS’s Board of Directors
approved the C-Reorg Agreement and the proposed transaction. The
proposed transaction is subject to approval by the stockholders of
PS.
F-15
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operation.
Overview
Since the
Company’s inception in March 2007, it has been a development stage company with
very limited revenues from its originally intended business: recruiting nurses
and other medical staff from abroad and placing them in United States hospitals
and clinics. As of the end of our fiscal year, the company’s auditors
have issued a going concern opinion, which means that its auditors believed
there is substantial doubt that the Company can continue as an on-going business
for the next 12 months. Because management of the Company at that
time did not anticipate that the Company would generate significant revenues
until it had recruited and placed nurses or other medical staff, it was clear
that the Company would have to raise cash from sources other than operations in
order to implement its business plan. There was no assurance that
such efforts would be successful and the Company had no specific plans for
raising additional capital.
As
previously reported, on June 3, 2009, the Company’s sole director and President
and another officer sold 3,600,000 shares of the Company’s common stock, or
64.29% of the total shares outstanding, to PureSpectrum, Inc., a Savannah,
Georgia-based developer and marketer of fluorescent lighting technology
(“PS”). PS, whose common stock is admitted for trading on the Pink
Sheets under the symbol “PSPM,” thus became the Company’s controlling
stockholder with Lee L. Vanatta, PS’s President and CEO, elected the sole
director of Company, and he and Gregory J. McLean, an executive of PS, elected
as the executive officers of the Company. In addition, throughout
April and May 2009, all of the other stockholders of the Company sold their
Company stock to several purchasers in privately negotiated
transactions.
PS
acquired control of the Company with the purpose of discontinuing the Company’s
medical staffing business, migrating PS’s assets and business into the Company
and the Company, after changing its name to “PureSpectrum, Inc.,” continuing its
conduct of PS’s business as a fully reporting public company. It was
intended that the migration of the assets would be accompanied by the issuance
to the stockholders of PS shares of the Company’s common stock in a registered
offering on SEC Form S-4.
As
previously reported, on August 4, 2009, after the end of the period covered by
this Report, the Company and PS entered into an Agreement of Purchase and Sale
and Plan of Reorganization (the “C-Reorg Agreement”). Pursuant to the
C-Reorg Agreement, the Company and PS will participate in a tax-free
reorganization qualifying under Section 368(a)(1)(C) of the Internal revenue
Code of 1986, as amended (the “Code”) (the
“C-Reorg”). Specifically:
|
|
·
|
The
Company will acquire all of the assets of PS and will assume all of the PS
known liabilities;
|
|
|
·
|
The
Company will issue to each stockholder of PS one share of its common stock
for each share of PS common stock held by such stockholder at closing, and
will issue to each holder of PS convertible notes and warrants Company
convertible notes and warrants having material terms identical to the
corresponding PS convertible notes and
warrants;
|
4
|
|
·
|
The
Company will amend its Amended and Restated Certificate of Incorporation
to change its name to “PureSpectrum, Inc.” and to confer upon the Board of
Directors the power to adopt, amend and repeal bylaws;
and
|
|
|
·
|
The
Company will file and cause to become effective with the SEC a
registration statement on Form S-4 pursuant to which the shares to be
issued by the Company, and the shares underlying its newly issued
convertible notes and warrants, would be registered and, except to the
extent held by affiliates, become freely
trading.
|
The
acquisition of the assets, assumption of liabilities, the issuance of shares,
convertible notes and warrants and the amendment of the Amended and Restated
Certificate of Incorporation will take place after the registration statement on
Form S-4 becomes effective. On August 4, 2009, the C-Reorg Agreement
and the C-Reorg, which under Delaware law does not require stockholder approval,
were approved by the Company’s Board of Directors and the amendment of the
Amended and Restated Certificate of Incorporation was approved, by written
consent in lieu of a special meeting, by stockholders of the Company holding a
majority of the outstanding common stock. The C-Reorg does require
and is subject to approval by the PS stockholders. Such approval is
currently being solicited by the PS Board of Directors by written consent in
lieu of a special meeting. The Company intends to file the
registration statement on From S-4 shortly after the approval by the PS
stockholders is obtained.
Plan
of Operation
Until the
closing of the C-Reorg and the migration of PS’s assets and business into the
Company, we intend to conduct only the activities necessary or appropriate to
implement the C-Reorg. After the closing of the C-Reorg, we intend to
continue PS’s current business of developing, marketing, licensing and contract
manufacturing of ballasts for fluorescent lamps for use in residential,
commercial and industrial application worldwide by commercializing its
proprietary technology consisting of six issued and ten pending patents and more
than a dozen trademarks. At this time, PS has not yet realized
revenue from its business and there is no assurance that it will realize such
revenue in the near future. Based on PS’s management’s current
proposed intentions and assumptions relating to its operations, substantial
capital will be needed to satisfy the cash required to implement its growth
plan. There is no assurance that such capital can be obtained on
commercially reasonable terms.
Results
of Operations - Three Month Period Ended June 30, 2009
Revenues
We
had no revenues for the three-month period ended June 30, 2009, compared to
$10,000 for the same period in 2008.
Expenses
Our
expenses for the three month period ended June 30, 2009 were $24,803, compared
with $10,941 for the same period in 2008. These expenses were
comprised primarily of professional fees, filing fees and office
rent.
5
Net
Income (Loss)
Our net
loss for the three-month period ended June 30, 2009 was $24,803, compared with
$941 for the same period in 2008.
Results
of Operations - Six-Month Period Ended June 30, 2009
Revenues
We
received $5,000 in revenues for the six-month period ended June 30, 2009,
compared to $10,000 for the same period in 2008.
Expenses
Our
expenses for the six-month period ended June 30, 2009 were $31,945, compared
with $21,290 for the same period in 2008. These expenses were
comprised primarily of professional fees, filing fees and office
rent.
Net
Income (Loss)
Our net
loss for the six-month period ended June 30, 2009 was $26,945 compared with
$11,290 for the same period in 2008.
Results
of Operations Since Inception
Since
March 2, 2007 (date of inception) through June 30, 2009, we realized revenues of
$20,980 and expenses of $127,369, for a net loss of $106,389.
Liquidity
and Capital Resources
Our
balance sheet as of June 30, 2009, reflects assets of $2,193. Cash
resources from inception through June 30, 2009 have been insufficient to provide
the working capital necessary to operate our business. As of June 30,
2009, our current assets were $2,193 and our current liabilities were $23,458,
resulting in negative working capital of $21,265.
For the
period from inception (March 31, 2007) through June 30, 2009, we have received
proceeds from the issuance of common stock in the amount of $50,000 and $34,764
from a former director and shareholder.
If the
C-Reorg is not consummated, we will be unable to continue independent operations
in the future. If the C-Reorg is consummated, in order to conduct PS’s business,
we will require additional capital and, for that purpose, 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
source.
6
Going
Concern Consideration
The
financial statements contained herein for the fiscal quarter ended June 30,
2009, 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-K for the period ended December 31,
2008, contain additional note disclosures describing the circumstances that lead
to this disclosure by our registered independent auditors.
Off-Balance
Sheet Arrangements
There are
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
Critical
Accounting Policies
Our
financial statements have been prepared in accordance with the accounting
principles generally accepted in the United States. The preparation
of these financial statements requires us to make certain estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses, and the related disclosures of contingent assets and liabilities
as of the date of the financial statements and during the applicable
periods. We base these estimates on historical experience and on
other factors that we believe are reasonable under the
circumstances. Actual results may differ materially from these
estimates under different assumptions or conditions and could have a material
impact on our financial statements.
Recent
Accounting Pronouncements
Refer to
Note 7 of the Financial Statements entitled “Recent Accounting Pronouncements”
included in this Quarterly Report for a discussion of recent accounting
pronouncements and their impact on our financial statements.
Subsequent
Events
Refer to
Note 8 of the Financial Statements entitled “Subsequent Events” included in this
Quarterly Report for a discussion of recent changes in our Certificate of
Incorporation, Bylaws and the Agreement of Purchase and Sale and Plan of
Reorganization (the C-Reorg Agreement).
Item
3. Quantitative and Qualitative Disclosures about Market
Risk.
Not
applicable.
7
Item
4T. Controls and Procedures
Evaluation of Disclosure
Controls and Procedures.
The
Company maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon management’s
evaluation of those controls and procedures performed within the 90 days
preceding the filing of this Report, the Chief Executive Officer and Chief
Financial Officer of the Company concluded that, subject to the limitations
noted below, the Company’s disclosure controls and procedures (as defined in
Rule 13a-14 under the Securities Exchange Act of 1934) are effective to ensure
that the information required to be disclosed by the Company in the reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms.
Changes in Internal Controls
Over Financial Reporting.
There
have been no changes in the Company’s internal control over financial reporting
during the first quarter of 2009 that have materially affected or are reasonably
likely to materially affect the Company’s internal control over financial
reporting.
Limitations on the
Effectiveness of Controls.
Our
management (including our Chief Executive Officer and Chief Financial Officer)
does not expect that our financial reporting, disclosure controls and other
internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override or the control.
The
design of the system of controls is also based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.
8
PART
II
Item
1. Legal Proceedings.
There
have been no material changes to the pending legal proceedings to which the
Company or the Bank is a party since the filing of the Registrant’s Form 10-K
for the year ended December 31, 2008.
Item
1A. Risk Factors.
Not
applicable.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not
applicable.
Item
3. Defaults Upon Senior Securities.
Not
applicable.
Item
4. Submission of Matters to a Vote of Security Holders.
On June
9, 2009, by means of a Written Consent in Lieu of Special Meeting, holders of
5,100,000 shares, or 91.07%, of the Company’s common stock approved the Amended
and Restated Certificate of Incorporation, which subsequently became effective
on July 13, 2009. The holders of the other 500,000 shares did not
join in the written consent.
Item
5. Other Information.
None.
Item
6. Exhibits.
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Amended
and Restated Certificate of Incorporation*.
|
|
|
31.1
|
Certification
of Chief Executive Officer
|
|
|
31.2
|
Certification
of Chief Financial Officer
|
|
|
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*
Incorporated by reference from Information Statement on Schedule 14C, filed on
June 23, 2009.
9
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.
|
|||
|
/S/ Lee L. Vanatta
|
|||
|
Lee
L. Vanatta
|
|||
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|||
|
/S/ Gregory J. McLean
|
|||
|
Gregory
J. McLean
|
|||
|
Secretary,
Treasurer and Chief Financial Officer
(Principal
Financial and Accounting
Officer)
|
|||
August
11, 2009
10