x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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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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Registrant’s telephone number, including area code: | (940) 991-8337 |
Securities registered pursuant to Section 12(b) of the Act: | None |
Securities registered pursuant to Section 12(g) of the Act: | $0.0001 par value common stock |
Page
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||||
PART
I
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||||
ITEM 1.
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Financial
Statements
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2
|
||
ITEM 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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12
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||
ITEM 3.
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Quantitative
and Qualitative Disclosures about Market Risk
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14
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||
ITEM 4.
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Controls
and Procedures
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14
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||
PART
II
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||||
ITEM 1.
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Legal
Proceedings
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14
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||
ITEM
1A.
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Risk
Factors
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14
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||
ITEM 2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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15
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||
ITEM 3.
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Quantitative
and Qualitative Disclosures about Market Risk
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15
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||
ITEM 4.
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Submission
of Matters to a Vote of Security Holders
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15
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||
ITEM 5.
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Other
Information
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15
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||
ITEM 6.
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Exhibits
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15
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o
|
dependence
on key personnel;
|
o
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competitive
factors;
|
o
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degree
of success of research and development
programs
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o
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the
operation of our business; and
|
o
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general
economic conditions in the United States and the
Philippines.
|
2008
|
||||
ASSETS
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||||
Current
Assets:
|
||||
Cash
in bank
|
$
|
402
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||
Prepaid
expenses
|
11,675
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|||
Total
current assets
|
12,077
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|||
Total
Assets
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$
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12,077
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||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
payable - Trade
|
$
|
4,200
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||
Accrued
liabilities
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6,200
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|||
Due
to related party - Director and stockholder
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2,593
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|||
Total
current liabilities
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12,993
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|||
Total
liabilities
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12,993
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|||
Commitments
and Contingencies
|
||||
Stockholders'
(Deficit):
|
||||
Common
stock, par value $0.0001 per share, 100,000,000 shares
authorized;
5,600,000 shares issued and outstanding
|
560
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|||
Additional
paid-in capital
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49,800
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|||
(Deficit)
accumulated during the development stage
|
(51,276
|
)
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||
Total
stockholders' (deficit)
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(916
|
)
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||
Total
Liabilities and Stockholders' (Deficit)
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$
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12,077
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Three
Months Ended
March 31,
2008
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Period Ended
March 31,
2007
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Cumulative
From
Inception
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||||||||
Revenues
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$
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-
|
$
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-
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$
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-
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||||
Expenses:
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||||||||||
General
and administrative-
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||||||||||
Professional
fees
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7,525
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-
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45,025
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|||||||
SEC
and filing fees
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2,504
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-
|
2,554
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|||||||
Office
rent
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300
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-
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1,200
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|||||||
Bank
charges
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20
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-
|
1,048
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|||||||
Consulting
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-
|
-
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1,000
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|||||||
Officers
compensation paid by common stock
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-
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300
|
360
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|||||||
Other
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-
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-
|
89
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|||||||
Total
general and administrative expenses
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10,349
|
300
|
51,276
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|||||||
(Loss)
from Operations
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(10,349
|
)
|
(300
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)
|
(51,276
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)
|
||||
Other
Income (Expense)
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-
|
-
|
-
|
|||||||
Provision
for income taxes
|
-
|
-
|
-
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|||||||
Net
(Loss)
|
$
|
(10,349
|
)
|
$
|
(300
|
)
|
$
|
(51,276
|
)
|
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(Loss)
Per Common Share:
|
||||||||||
(Loss)
per common share - Basic and Diluted
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$
|
(0.00
|
)
|
$
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(0.00
|
)
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||||
Weighted
Average Number of Common Shares
Outstanding
- Basic and Diluted
|
5,600,000
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1,090,909
|
Three
Months Ended
March 31,
2008
|
Period Ended
March 31,
2007
|
Cumulative
From
Inception
|
||||||||
Operating
Activities:
|
||||||||||
Net
(loss)
|
$
|
(10,349
|
)
|
$
|
(300
|
)
|
$
|
(51,276
|
)
|
|
Adjustments
to reconcile net (loss) to net cash
(used
in) operating activities:
|
||||||||||
Officers
compensation paid by issued shares
|
-
|
300
|
360
|
|||||||
Prepaid
expenses
|
(11,675
|
)
|
-
|
(11,675
|
)
|
|||||
Changes
in net liabilities-
|
||||||||||
Accounts
payable - Trade
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3,200
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-
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4,200
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|||||||
Accrued
liabilities
|
(1,789
|
)
|
-
|
6,200
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||||||
Net
Cash (Used in) Operating Activities
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(20,613
|
)
|
-
|
(52,191
|
)
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|||||
Investing
Activities:
|
||||||||||
Cash
provided by investing activities
|
-
|
-
|
-
|
|||||||
Net
Cash Provided by Investing Activities
|
-
|
-
|
-
|
|||||||
Financing
Activities:
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||||||||||
Issuance
of common stock for cash
|
-
|
-
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50,000
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|||||||
Due
to Related Party - Director and stockholder
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2,593
|
-
|
2,593
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|||||||
Net
Cash Provided by Financing Activities
|
2,593
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-
|
52,593
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|||||||
Net
Increase (Decrease) in Cash
|
(18,020
|
)
|
-
|
402
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||||||
Cash
- Beginning of Period
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18,422
|
-
|
-
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|||||||
Cash
- End of Period
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$
|
402
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$
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-
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$
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402
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||||
Supplemental
Disclosure of Cash Flow Information:
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||||||||||
Cash
paid during the period for:
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||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
Income
taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
2008
|
|
2007
|
|||
Current
Tax Provision:
|
|
|
|||||
Federal
and state-
|
|
|
|||||
State
franchise tax
|
$
|
-
|
$
|
-
|
|||
Total
current tax provision
|
$
|
-
|
$
|
-
|
|||
Deferred
Tax Provision:
|
|||||||
Federal
and state-
|
|||||||
Loss
carryforwards
|
$
|
2,453
|
$ |
9,413
|
|||
Change
in valuation allowance
|
(2,453
|
)
|
|
(9,413
|
) | ||
Total
deferred tax provision
|
$
|
-
|
$ |
-
|
|
|
2008
|
|
|
2007
|
||
Loss
carryforwards
|
$
|
12,152
|
$
|
9,413
|
|||
Less
- Valuation allowance
|
(12,152
|
)
|
$
|
(9,413
|
) | ||
Total
net deferred tax assets
|
$
|
-
|
●
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Disclosure
of the objectives for using derivative instruments be disclosed in
terms
of underlying risk and accounting
designation;
|
●
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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.
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Exhibit No.
|
Description
|
|
3.1
|
Articles
of Incorporation. (Attached as an exhibit to our Registration Statement
on
Form SB-2 originally filed with the SEC on December 19, 2007, and
incorporated herein by reference.)
|
|
3(ii)
|
Bylaws.
(Attached as an exhibit to our Registration Statement on Form SB-2
originally filed with the SEC on December 19, 2007, and incorporated
herein by reference.)
|
|
31.1
|
Certification
of Aron Fishl Paluch pursuant to Rule 13a-14(a).
|
|
32.1
|
Certification
of Aron Fishl Paluch pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
INTERNATIONAL
MEDICAL STAFFING, INC.
|
||
|
|
|
Date: May 12, 2008 | By: | /s/ Aron Fishl Paluch |
Aron
Fishl Paluch
|
||
President,
Treasurer, and Director
Principal
Executive Officer, Principal
Financial
and Chief Accounting Officer
|
Signatures
|
Title
|
Date
|
||
/s/
Aron
Fishl Paluch
|
President,
Treasurer, and Director
|
May
12, 2008
|
||
Aron
Fishl Paluch
|