INTERNATIONAL
MEDICAL STAFFING, INC.
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||
(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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542
East 3rd Street
Brooklyn,
New York
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11218
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(Address
of principal executive offices)
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(Zip
Code)
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(940)
991-8337
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(Registrant’s
telephone number, including area
code)
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Securities
registered pursuant to Section 12(b) of the Act:
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N/A
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N/A
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Title
of class
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Name
of each exchange on which registered
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Securities
registered pursuant to Section 12(g) of the Act:
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Shares
of Common Stock, $0.0001 par value
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Title
of Class
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Page | ||
PART
I
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1
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ITEM
1.
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BUSINESS
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1
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ITEM
1A.
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RISK
FACTORS
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2
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ITEM
2.
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PROPERTIES
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4
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ITEM
3.
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LEGAL
PROCEEDINGS
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4
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ITEM
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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5
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PART
II
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5
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ITEM
5.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
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MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
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5
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ITEM
6.
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SELECTED
FINANCIAL DATA
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5
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ITEM
7.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION
AND RESULTS OF OPERATIONS
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6
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ITEM
8.
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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8
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ITEM
9.
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
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ACCOUNTING
AND FINANCIAL DISCLOSURE
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8
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ITEM
9A.
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CONTROLS
AND PROCEDURES
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8
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ITEM
9B.
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OTHER
INFORMATION
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9
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PART
III
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9
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ITEM
10.
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DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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9
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ITEM
11.
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EXECUTIVE
COMPENSATION
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10
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
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MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
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11
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ITEM
13.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND
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DIRECTOR
INDEPENDENCE
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12
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ITEM
14.
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PRINCIPAL
ACCOUNTING FEES AND SERVICES
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13
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PART IV
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13
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ITEM
15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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13
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SIGNATURES
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14
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CERTIFICATIONS |
·
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risks
related to our ability to continue as a going
concern;
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·
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the
uncertainty of profitability based upon our history of
losses;
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·
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risks
related to failure to obtain adequate financing on a timely basis and on
acceptable terms for our planned development
projects;
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·
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risks
related to environmental regulation and
liability;
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·
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risks
related to tax assessments; and
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·
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other
risks and uncertainties related to our prospects, properties and business
strategy.
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·
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DB
Healthcare
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·
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International
Nurses Recruiting
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·
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Compass
International
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·
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Stateside
Nursing International
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·
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our
Chief Executive Officer (Principal Executive
Officer);
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·
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our
Chief Financial Officer (Principal Financial
Officer);
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·
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each
of our three most highly compensated executive officers, other than the
Principal Executive Officer and the Principal Financial Officer, who were
serving as executive officers at the end of the fiscal year ended December
31, 2008; and
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·
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up
to two additional individuals for whom disclosure would have been provided
under the item above but for the fact that the individual was not serving
as our executive officer at the end of the fiscal year ended December 31,
2008;
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SUMMARY
COMPENSATION TABLE
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|||||||||
Name
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan Compensation
($)
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Nonqualified
Deferred Compensation Earnings
($)
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All
Other Compensation
($)
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Total
($)
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Aron
Fishl Paluch
Chief
Executive Officer; Chief Financial Officer
|
2008
2007
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0
0
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0
0
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0
300
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0
0
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0
0
|
0
0
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0
0
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0
300
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Devorah
Leah Bisk Katan
Former
Secretary
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2008
2007
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0
0
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0
0
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0
60
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0
0
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0
0
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0
0
|
0
0
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0
60
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Name
and Address
of
Beneficial Owner
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Title
of Class
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Amount
and Nature of Beneficial Ownership(1)
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Percentage
of Class(2)
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Aron
Fishl Paluch
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Common
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3,000,000
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53.57%
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Devorah
Leah Bisk Katan
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Common
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600,000
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10.71%
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Total
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Common
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3,600,000
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64.28%
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(1)
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Except
as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject
to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of common stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage ownership of the
person holding such options or warrants, but are not deemed outstanding
for purposes of computing the percentage ownership of any other
person.
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(2)
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Based
on 5,600,000 shares of common stock issued and outstanding as of December
31, 2008.
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Plan
category
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Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
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Weighted-average
exercise price of outstanding options, warrants and rights
(b)
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Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
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Equity
compensation plans approved by
security
holders
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0
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0
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0
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Equity
compensation plans not approved by
security
holders
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0
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0
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0
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Total
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0
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0
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0
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·
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any
Director or officer of our company;
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·
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any
proposed Director of officer of our
company;
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·
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any
person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to our common stock;
or
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·
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any
member of the immediate family of any of the foregoing persons (including
a spouse, parents, children, siblings, or
in-laws).
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December
31, 2008
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December
31, 2007
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Audit
Fees
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$16,000.00
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$11,000.00
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Audit
Related Fees
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$0.00
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$0.00
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Tax
Fees
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$0.00
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0.00
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All
Other Fees
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(a)
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Financial
statements and financial statement
schedules
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(b)
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Exhibits
required by Item 601 of Regulation
S-K
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Exhibit
No.
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Description
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3.1
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Articles
of Incorporation (incorporated by reference from our Registration
Statement on Form SB-2 filed on December 19, 2007).
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3.2
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Bylaws
(incorporated by reference from our Registration Statement on Form SB-2
filed on December 19, 2007).
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31.1*
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Section
302 Certification of the Sarbanes-Oxley Act of 2002 of Aron Fishl
Paluch
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32.1*
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Section
906 Certification of the Sarbanes-Oxley Act of 2002 of Aron Fishl
Paluch
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Report
of Registered Independent Auditors
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F-2
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Financial
Statements-
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Balance
Sheets as of December 31, 2008, and 2007
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F-3
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Statements
of Operations for the Year Ended December 31, 2008, the
Period
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Ended
December 31, 2007, and Cumulative from Inception
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F-4
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Statement
of Stockholders’ Equity for the Period from Inception
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Through
December 31, 2008…….
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F-5
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Statements
of Cash Flows for the Year Ended December 31, 2008, the
Period
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Ended
December 31, 2007, and Cumulative from Inception
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F-6
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Notes
to Financial Statements December 31, 2008, and 2007
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F-7
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INTERNATIONAL
MEDICAL STAFFING, INC.
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(A
DEVELOPMENT STAGE COMPANY)
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BALANCE
SHEETS (NOTE 2)
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AS
OF DECEMBER 31, 2008, AND 2007
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2008
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2007
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ASSETS
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||||||||
Current
Assets:
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||||||||
Cash
in bank
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$ | 1,125 | $ | 18,422 | ||||
Prepaid
expenses
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525 | - | ||||||
Total
current assets
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1,650 | 18,422 | ||||||
Total
Assets
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$ | 1,650 | $ | 18,422 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
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||||||||
Current
Liabilities:
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||||||||
Accounts
payable - Other
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$ | 14,579 | $ | 1,000 | ||||
Accrued
liabilities
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11,700 | 7,989 | ||||||
Due
to related party - Director and stockholder
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4,455 | - | ||||||
Total
current liabilities
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30,734 | 8,989 | ||||||
Total
liabilities
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30,734 | 8,989 | ||||||
Commitments
and Contingencies
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||||||||
Stockholders'
Equity (Deficit):
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||||||||
Common
stock, par value $0.0001 per share, 100,000,000 shares
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||||||||
authorized;
5,600,000 shares issued and outstanding
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560 | 560 | ||||||
Additional
paid-in capital
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49,800 | 49,800 | ||||||
(Deficit)
accumulated during the development stage
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(79,444 | ) | (40,927 | ) | ||||
Total
stockholders' equity (deficit)
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(29,084 | ) | 9,433 | |||||
Total
Liabilities and Stockholders' Equity (Deficit)
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$ | 1,650 | $ | 18,422 | ||||
INTERNATIONAL
MEDICAL STAFFING, INC.
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(A
DEVELOPMENT STAGE COMPANY)
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STATEMENTS
OF OPERATIONS (NOTE 2)
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FOR
THE YEAR ENDED DECEMBER 31, 2008, THE PERIOD ENDED
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DECEMBER
31, 2007, AND CUMULATIVE FROM INCEPTION (MARCH 21,
2007)
|
THROUGH
DECEMBER 31,
2008
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Year
Ended
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Period
Ended
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Cumulative
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||||||||||
December
31,
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December
31,
|
From
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||||||||||
2008
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2007
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Inception
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||||||||||
Revenues
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$ | 15,980 | $ | - | $ | 15,980 | ||||||
Expenses:
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||||||||||||
General
and administrative-
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||||||||||||
Professional
fees
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48,532 | 37,500 | 86,032 | |||||||||
SEC
and filing fees
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4,366 | 50 | 4,416 | |||||||||
Office
rent
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1,200 | 900 | 2,100 | |||||||||
Bank
charges
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175 | 1,028 | 1,203 | |||||||||
Consulting
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- | 1,000 | 1,000 | |||||||||
Officers
compensation
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- | 360 | 360 | |||||||||
Others
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224 | 89 | 313 | |||||||||
Total
general and administrative expenses
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54,497 | 40,927 | 95,424 | |||||||||
(Loss)
from Operations
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(38,517 | ) | (40,927 | ) | (79,444 | ) | ||||||
Other
Income (Expense)
|
- | - | - | |||||||||
Provision
for income taxes
|
- | - | - | |||||||||
Net
(Loss)
|
$ | (38,517 | ) | $ | (40,927 | ) | $ | (79,444 | ) | |||
(Loss)
Per Common Share:
|
||||||||||||
(Loss)
per common share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted
Average Number of Common Shares
|
||||||||||||
Outstanding
- Basic and Diluted
|
5,600,000 | 4,474,126 |
INTERNATIONAL
MEDICAL STAFFING, INC.
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(A
DEVELOPMENT STAGE COMPANY)
|
STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 2)
|
FOR
THE PERIOD FROM INCEPTION (MARCH 21, 2007)
|
THROUGH
DECEMBER 31,
2008
|
(Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
the
|
|||||||||||||||||||
Common
stock
|
Paid-in
|
Development
|
||||||||||||||||||
Description
|
Shares
|
Amount
|
Capital
|
Stage
|
Totals
|
|||||||||||||||
Balance
- March 21, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for officers compensation
|
3,600,000 | 360 | - | - | 360 | |||||||||||||||
Common
stock issued for cash
|
2,000,000 | 200 | 49,800 | - | 50,000 | |||||||||||||||
Net
(loss) for the period
|
- | - | - | (40,927 | ) | (40,927 | ) | |||||||||||||
Balance
- December 31, 2007
|
5,600,000 | $ | 560 | $ | 49,800 | $ | (40,927 | ) | $ | 9,433 | ||||||||||
Net
income (loss) for the period
|
- | - | - | (38,517 | ) | (38,517 | ) | |||||||||||||
Balance
- December 31, 2008
|
5,600,000 | $ | 560 | $ | 49,800 | $ | (79,444 | ) | $ | (29,084 | ) |
INTERNATIONAL
MEDICAL STAFFING, INC.
|
(A
DEVELOPMENT STAGE COMPANY)
|
STATEMENTS
OF CASH FLOWS (NOTE 2)
|
FOR
THE YEAR ENDED DECEMBER 31, 2008, THE PERIOD ENDED DECEMBER 31,
2007,
|
AND
CUMULATIVE FROM INCEPTION (MARCH 21, 2007)
|
THROUGH
DECEMBER 31,
2008
|
Year
Ended
|
Period
Ended
|
Cumulative
|
||||||||||
December
31,
|
December
31,
|
From
|
||||||||||
2008
|
2007
|
Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
(loss)
|
$ | (38,517 | ) | $ | (40,927 | ) | $ | (79,444 | ) | |||
Adjustments
to reconcile net (loss) to net cash
|
||||||||||||
(used
in) operating activities:
|
||||||||||||
Officers
compensation
|
- | 360 | 360 | |||||||||
Prepaid
expenses
|
(525 | ) | - | (525 | ) | |||||||
Changes
in net liabilities-
|
||||||||||||
Accounts
payable - Other
|
13,579 | 1,000 | 14,579 | |||||||||
Accrued
liabilities
|
8,166 | 7,989 | 16,155 | |||||||||
|
- | |||||||||||
Net
Cash (Used in) Operating Activities
|
(17,297 | ) | (31,578 | ) | (48,875 | ) | ||||||
|
||||||||||||
Investing
Activities:
|
||||||||||||
Cash
provided by investing activities
|
- | - | - | |||||||||
|
||||||||||||
Net
Cash Provided by Investing Activities
|
- | - | - | |||||||||
Financing
Activities:
|
||||||||||||
Issuance
of common stock for cash
|
- | 50,000 | 50,000 | |||||||||
Net
Cash Provided by Financing Activities
|
- | 50,000 | 50,000 | |||||||||
Net
Increase in Cash
|
(17,297 | ) | 18,422 | 1,125 | ||||||||
Cash
- Beginning of Period
|
18,422 | - | - | |||||||||
Cash
- End of Period
|
$ | 1,125 | $ | 18,422 | $ | 1,125 | ||||||
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.
|
2008
|
2007
|
|||||||
Current
Tax Provision:
|
||||||||
Federal
and state-
|
||||||||
Taxable
income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal
and state-
|
||||||||
Loss
carryforwards
|
$ | 9,128 | $ | 9,700 | ||||
Change
in valuation allowance
|
(9,128 | ) | (9,700 | ) | ||||
Total
deferred tax provision
|
$ | - | $ | - |
2008
|
2007
|
|||||||
Loss
carryforwards
|
$ | 18,828 | $ | 9,700 | ||||
Less
- Valuation allowance
|
(18,828 | ) | (9,700 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - |
·
|
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.
|
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.
|
INTERNATIONAL
MEDICAL
STAFFING,
INC.
(Registrant)
|
||||
By:
|
/s/
Aron Fishl Paluch
|
|||
Name:
Aron Fishl Paluch
|
||||
Title:
President, Treasurer (Principal
Executive
Officer and Principal Financial
and
Accounting Officer), Secretary and
Director
|
||||
Dated:
March 23, 2009
|
|
||||
By:
|
/s/
Aron Fishl Paluch
|
|||
Name:
Aron Fishl Paluch
|
||||
Title:
President, Treasurer (Principal
Executive
Officer and Principal Financial
and
Accounting Officer), Secretary and
Director
|
||||
Dated:
March 23, 2009
|