-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWD2yVOJ9IN4cOKwjRHzhsHAOuU4zacltO/kzBpL1m/E0Lr2xR3K7QbXwFKHtQZE Dwlqips4LOla03spWEXh4g== 0001144204-09-032490.txt : 20090615 0001144204-09-032490.hdr.sgml : 20090615 20090615113341 ACCESSION NUMBER: 0001144204-09-032490 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090615 DATE AS OF CHANGE: 20090615 GROUP MEMBERS: DAVID M. BETSILL GROUP MEMBERS: DAVID MICHAEL CONNER GROUP MEMBERS: DOMINIC MAZZONE GROUP MEMBERS: GARTH KULLMAN GROUP MEMBERS: LEE L. VANATTA GROUP MEMBERS: ROBERT E. JAMES, II GROUP MEMBERS: WILLIAM R. NORTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MEDICAL STAFFING CENTRAL INDEX KEY: 0001415306 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84876 FILM NUMBER: 09891291 BUSINESS ADDRESS: STREET 1: 542 EAST 3RD STREET CITY: BROOKLYN STATE: NY ZIP: 11218 BUSINESS PHONE: 646 383 2404 MAIL ADDRESS: STREET 1: 542 EAST 3RD STREET CITY: BROOKLYN STATE: NY ZIP: 11218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PURESPECTRUM INC CENTRAL INDEX KEY: 0001371466 IRS NUMBER: 900316749 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 340 EISENHOWER DR, STE 610 CITY: SAVANNAH STATE: 2Q ZIP: 31406 BUSINESS PHONE: 800-787-8098 MAIL ADDRESS: STREET 1: 340 EISENHOWER DR, STE 610 CITY: SAVANNAH STATE: 2Q ZIP: 31406 SC 13D 1 v152389_sc13d.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D

INTERNATIONAL MEDICAL STAFFING, INC.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

45986 A 100
(CUSIP Number)

Lee L. Vanatta
340 Eisenhower Drive, Bldg 600, Suite 610
Savannah, GA 31406-1616 (912) 961-4980
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 3, 2009
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d -7(b) for other parties to whom copies are to be sent.
 
(1)  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934  or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Notes).
 
CUSIP No. 5986 A 100
 
1.
NAME OF REPORTING PERSONS
  
     
 
PureSpectrum, Inc., Lee L. Vanatta, David M. Betsill, David Michael Conner, Robert E. James, II, Garth Kullman, Dominic Mazzone and William R. Norton
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
     
3.
SEC USE ONLY
  
     
4.
SOURCE OF FUNDS:
WC
  
     
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDIINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(3)
o
 
-1-
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States, Nevada
  
     
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
  
   
7.
Sole Voting Power
See Item 5 of attached schedule
     
8.
Shared Voting Power
See Item 5 of attached schedule
     
9.
Sole Dispositive Power
See Item 5 of attached schedule
     
10.
Shared Dispositive Power
See Item 5 of attached schedule
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5 of attached schedule
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5 of attached schedule
     
14.
TYPE OF REPORTING PERSON
PureSpectrum, Inc. is “CO”; Messrs, Vanatta, Betsill, Conner, James, Kullman, Mazzone and Norton are “IN”
 

ITEM 1.  SECURITY AND ISSUER
 
This statement relates to the common stock, $0.0001 par value (the "Common Stock") of International Medical Staffing, Inc. (the "Issuer").
 
The name and address of the principal executive offices of the Issuer are:
 
 
International Medical Staffing, Inc.
542 East 3rd Street
Brooklyn, New York 11219
 
ITEM 2.   IDENTITY AND BACKGROUND
 
 
The reporting persons are PureSpectrum, Inc., Lee L. Vanatta, David M. Betsill, David Michael Conner, Robert E. James, II, Garth Kullman, Dominic Mazzone and William R. Norton.
 
I.
(a)
Pure Spectrum, Inc.
     
 
(b)
The principal business address of PureSpectrum, Inc. is 340 Eisenhower Drive, Bldg. 600, Suite 610, Savannah, Georgia 31406-1616.
     
 
(c)
The principal business of PureSpectrum, Inc. is development, marketing, licensing and contract manufacturing of lighting technology.
 
 
 
 
 
 
 
-2-
 
 
(d)
During the last five years, PureSpectrum, Inc. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, PureSpectrum, Inc. has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
PureSpectrum, Inc. is a Nevada corporation.
     
II.
(a)
Lee L. Vanatta, President/CEO and Director of PureSpectrum, Inc.
     
 
(b)
The principal business address of Lee L. Vanatta is 340 Eisenhower Drive, Bldg. 600, Suite 610, Savannah, Georgia 31406-1616.
     
 
(c)
The principal occupation of Lee L. Vanatta is President and CEO of PureSpectrum, Inc.
     
 
(d)
During the last five years, Lee L. Vanatta has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, Lee L. Vanatta has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
Lee L. Vanatta is a citizen of the United States.
     
III.
(a)
David M. Betsill, Director of PureSpectrum, Inc.
     
 
(b)
The principal residence address of David M. Betsill is 1381 Wesley Parkway, Atlanta, Georgia 30327.
     
 
(c)
The principal occupation of David M. Betsill is an accountant, having recently retired as a partner at Ernst & Young, LLP.
     
 
(d)
During the last five years, David M. Betsill has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, David M. Betsill has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
David M. Betsill is a citizen of the United States.
     
IV.
(a)
David Michael Conner, Director of PureSpectrum, Inc.
     
 
(b)
The principal business address of David Michael Conner is The Armstrong House, 447 Bull Street, P. O. Box 2139, Savannah, Georgia 31402.
     
 
(c)
The principal occupation of David Michael Conner is a partner with Bouhan Williams & Levy, LLP, Attorneys.
     
 
(d)
During the last five years, David Michael Conner has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, David Michael Conner has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
David Michael Conner is a citizen of the United States.
 
-3-
 
V.
(a)
Robert E. James, II, Director of PureSpectrum, Inc.
     
 
(b)
The principal business address of Robert E. James, II, is1805 Martin Luther King, Jr., Blvd., Savannah, Georgia 31415.
     
 
(c)
The principal occupation of Robert E. James, II is President of Coastal Legacy Group, LLC, a Savannah-based real estate development firm.
     
 
(d)
During the last five years, Robert E. James, II has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, Robert E. James, II has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
Robert E. James, II is a citizen of the United States.
     
VI.
(a)
Garth Kullman, Vice President-Sales and Director of PureSpectrum, Inc.
     
 
(b)
The principal business address of Garth Kullman. is 340 Eisenhower Drive, Bldg. 600, Suite 610, Savannah, Georgia 31406-1616.
     
 
(c)
The principal occupation of Garth Kullman is Vice President-Sales of PureSpectrum, Inc.
     
 
(d)
During the last five years, Garth Kullman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, Garth Kullman has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
Garth Kullman is a citizen of the United States.
     
VII.
(a)
Dominic Mazzone, Director of PureSpectrum, Inc.
     
 
(b)
The principal business address of Dominic Mazzone is Two Midtown Plaza, 1349 W. Peachtree St., NW, Suite 1910, Atlanta, Georgia 30309.
     
 
(c)
The principal occupation of Dominic Mazzone is President and Managing Director of Mazzone & Associates, Inc., an Atlanta-based investment banking firm.
     
 
(d)
During the last five years, Dominic Mazzone has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, Dominic Mazzone has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
Dominic Mazzone is a citizen of the United States.
     
VIII.
(a)
William R. Norton, Executive Vice President/Secretary and Director of PureSpectrum, Inc.
     
 
(b)
The principal business address of William R. Norton is 340 Eisenhower Drive, Bldg. 600, Suite 610, Savannah, Georgia 31406-1616.
     
 
(c)
The principal occupation of William R. Norton is Executive Vice President/Secretary of PureSpectrum, Inc.
 
-4-
 
 
(d)
During the last five years, William R. Norton has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
 
(e)
During the last five years, William R. Norton has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
     
 
(f)
William R. Norton is a citizen of the United States.
 
 
 
 
 
 
 
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
On June 3, 2009, PureSpectrum, Inc. (“PureSpectrum”) acquired 3,600,000 shares of the Common Stock from Aron Fishl Paluch and Devorah Leah Bisk Katan for $250,000 in cash.  The source of funds was working capital of PureSpectrum.
 
ITEM 4.  PURPOSE OF TRANSACTION
 
The purpose of this transaction between the Issuer and PS was to acquire a controlling interest in the Issuer.
 
PureSpectrum:
 
(a)
does have a tentative plan whereby its shareholders will acquire additional securities of the Issuer, see (b) immediately below;
   
(b)
does have a tentative plan whereby PureSpectrum will transfer its assets and liabilities to the Issuer in exchange for common stock and other securities of the Issuer which will then be distributed to PureSpectrum’s shareholders in liquidation of PureSpectrum;
   
(c)
does not have any plans to sell or transfer a material amount of assets of the Issuer or any of its subsidiaries;
   
(d)
does have a plan to appoint at least one member to the Issuer’s Board of Directors;
   
(e)
does have a plan to increase the number of authorized shares of the Common Stock and to authorize a class of “blank check” preferred stock;
   
(f)
except as described in the preceding paragraphs, does not have any plans or proposals for any other material change in the Issuer’s business or corporate structure;
   
(g)
does have a plan to amend the Issuer’s Certificate of Incorporation in order to effect the increase described in paragraph (e) above;
   
(h)
does not plan to cause a class of securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
   
(i)
does not have any plans or proposals for a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
   
(j)
does not have any plans or proposals for any action similar to any of those enumerated above.
 
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER
 
(a)           PureSpectrum, Inc.
 
-5-
 
Pursuant to the reported transaction, PureSpectrum will have received 3,600,000 shares of Common Stock of the Issuer, which will constitute approximately 64.29% of the outstanding Common Stock of the Issuer.
 
Messrs. Vanatta, Betsill, Conner, James, Kullman, Mazzone and Norton are directors of PureSpectrum and therefore may be considered beneficial owners of the shares described in this Item 5.  Individually, they do not have voting, shared voting, sole dispositive or shared dispositive power with respect to the shares described in this Item 5.
 
There were no transactions in the class of securities reported on that were effected during the past sixty day or since the most recent filing on Schedule 13D, whichever is less, by PureSpectrum, Messrs. Vanatta, Betsill, Conner, James, Kullman, Mazzone and Norton.
 
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares described in this Item 5.
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions in loan agreements need not be included.
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
 
(a)
Agreement to File one Statement on Schedule 13D.
   
(b)
Stock Purchase Agreement, dated June 3, 2009.
-6-

SIGNATURES
 
 
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
 
 
PureSpectrum, Inc.
 
By: /S/ Lee L. Vanatta
Lee L. Vanatta, President/CEO
 
/S/ Lee L. Vanatta
Lee L. Vanatta
 
/S/ David M. Betsill
David M. Betsill
 
/S/ David Michael Conner
David Michael Conner
 
/S/ Robert E. James, II
Robert E. James, II
 
/S/ Garth Kullman
Garth Kullman
 
/S/ Dominic Mazzone
Dominic Mazzone
 
/S/ William R. Norton
William R. Norton
 
-7-
 
 EX-7.A 2 v152389_ex7-a.htm Unassociated Document
 
Exhibit 7(a)
 
Agreement to file One Statement on Schedule 13D
 
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, the undersigned agree that the Schedule 13D to which this Exhibit is attached is filed on behalf of each of the undersigned.
 
Dated: June 12, 2009
 
 
 
PureSpectrum, Inc.
 
By: /S/ Lee L. Vanatta
Lee L. Vanatta, President/CEO
 
/S/ Lee L. Vanatta
Lee L. Vanatta
 
/S/ David M. Betsill
David M. Betsill
 
/S/ David Michael Conner
David Michael Conner
 
/S/ Robert E. James, II
Robert E. James, II
 
/S/ Garth Kullman
Garth Kullman
 
/S/ Dominic Mazzone
Dominic Mazzone
 
/S/ William R. Norton
William R. Norton
 
 EX-7.B 3 v152389_ex7-b.htm Unassociated Document
 
Stock Purchase Agreement


Dated as of June 3, 2009


By and Among


PureSpectrum, Inc.


and


Aron Fishl Paluch


and


Devorah Leah Bisk Katan


and


International Medical Staffing, Inc.
 
 
Table of Contents
 
Section 1. Construction and Interpretation
3
1.1. Principles of Construction.
3
   
Section 2.  The Transaction
4
2.1. Purchase Price:
4
2.2. Transfer of Shares and Terms of Payment:
4
2.3. Closing.
4
   
Section 3.  Representations and Warranties
5
3.1. Representations and Warranties of the Sellers and the Company.
5
3.2. Covenants of the Sellers and the Company.
7
 3.3. Representations and Warranties of the Purchaser
7
 
 
Section 4.  Miscellaneous
9
4.1. Expenses.
9
4.2. Governing Law.
9
4.3. Resignation of Old and Appointment of New Board of Directors.
9
4.4. Disclosure.
10
4.5. Notices.
10
4.6. Parties in Interest.
10
4.7. Entire Agreement.
11
4.8. Amendments.
11
4.9. Severability.
11
4.10. Counterparts.
11
4.11. Spin Out

Page 2 of 12
 
Stock Purchase Agreement

This stock purchase agreement (“Agreement”), dated as of June 3, 2009, is entered into by and among International Medical Staffing, Inc. (“IMSG” or the “Company”) and Aron Fishl Paluch and Devorah Leah Bisk Katan, (each a “Seller” and collectively, the “Sellers”), and PureSpectrum, Inc. (the “Purchaser” and together with the Company and the Sellers, the “Parties”).


W i t n e s s e t h:

Whereas, the Sellers, are shareholders of IMSG, a corporation organized and existing under the laws of the State of Delaware, who own and/or control in the aggregate 3,600,000 shares of the Company, which represents approximately 64.28% of the issued and outstanding common shares of the Company, which total 5,600,000; and

Whereas, the Purchaser desires to acquire such number of shares of the Company.

Now, Therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein contained, the Parties have reached the following agreement with respect to the sale by the Sellers of such common stock of the Company to the Purchaser:

Section 1. Construction and Interpretation

1.1. Principles of Construction.

(a) All references to Articles, Sections, subsections and Appendixes are to Articles, Sections, subsections and Appendixes in or to this Agreement unless otherwise specified.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “including” is not limiting and means “including without limitations.”

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) The Table of Contents hereto and the Section headings herein are for convenience only and shall not affect the construction hereof.

(d) This Agreement is the result of negotiations among and has been reviewed by each Party’s counsel.  Accordingly, this Agreement shall not be construed against any Party merely because of such Party’s involvement in its preparation.

(e) Wherever in this Agreement the intent so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other, and reference to either the singular or the plural shall be deemed to include the other.

Page 3 of 12
 
Section 2.  The Transaction

2.1. Purchase Price:

The Sellers hereby agree to sell to the Purchaser, and the Purchaser, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agrees to purchase from the Sellers 3,600,000 common shares of the capital stock of IMSG (the “Acquired Shares”) for a total  purchase price of $250,000 (the “Purchase Price”), payable in full to the Sellers according to the terms of this Agreement, in United States currency as directed by the Sellers at Closing.

2.2. Transfer of Shares and Terms of Payment:

In consideration for the transfer of the Acquired Shares by the Sellers to the Purchaser, the Purchaser shall pay the Purchase Price in accordance with the terms of this Agreement.  Transfer of the shares and payment thereof shall be in the following manner:

i) The Purchaser has transferred $30,000 (“Initial Payment”) to Anslow & Jaclin,LLP (the “Escrow Agent”) on Tuesday, April 14, 2009.

 
ii) Simultaneously with the transfer of the Initial Payment, the Sellers delivered to the Escrow Agent, the certificates for the Acquired Shares duly endorsed for transfer to be held in escrow in accordance with the terms of this Agreement.  The Escrow Agent shall hold the Acquired Shares pending the Closing. It is agreed that except for a Material Adverse Change (as defined in the certain Non-Binding Letter of Intent between the Sellers and the Purchaser, dated April 10, 2009 - the “LOI”), the Initial Payment is non-refundable.

 
iii) On or before June 3, 2009, the Purchaser shall transfer $220,000 (“Additional Payment”) to Dinur and Deluca, LLP, as escrow agent for the Purchaser (“Purchaser’s Escrow Agent”), to be held in escrow in accordance with the terms of this Agreement.

iv) Subject to the terms, conditions and warranties set forth in this Agreement, on the Closing Date (as such term is defined hereinafter), (a) in consideration for the Acquired Shares, Purchaser’s Escrow Agent will release the Additional Payment to Anslow & Jaclin, LLP, and (b) Anslow & Jaclin LLP, in consideration for the Purchase Price, will transfer and deliver to the Purchaser and/or its nominees, the certificates for the Acquired Shares (collectively, the “Closing”).

v). In the event that the Additional Payment is not received by the Purchaser’s Escrow Agent from the Purchaser on or before 5:00 P. M. EST on June 3, 2009 (wire confirmation to be provided to Sellers), then the Sellers may terminate this Agreement and retain the Initial Payment pursuant to the LOI and the Parties shall have no further obligations to one another.

2.3. Closing.

Subject to the terms and conditions of this Agreement, the Closing shall take place by wire transfer and overnight mail on or before 5:00 P.M. EST on June 3, 2009 (the “Closing Date”).  In the event that the Closing does not occur on or before such date other than due to a breach of this Agreement by the Company or the Sellers, the Sellers may terminate this Agreement and retain the Initial Payment pursuant to the LOI and the Parties shall have no further obligations to one another.

Page 4 of 12
 
Section 3.  Representations and Warranties

3.1. Representations and Warranties of the Sellers and the Company.

3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has all corporate power necessary to engage in all transactions in which it has been involved in as well as any general business transactions in the future that may be desired by its directors.

3.1.2 The Company is in good standing with the Secretary of State of Delaware.

3.1.3 Prior to or at Closing, Anslow & Jaclin, LLP shall pay off all of the Company’s outstanding debts and obligations and shall provide Purchaser with evidence of such payoff.  Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.

3.1.4 The Company will have no assets or liabilities at the Closing Date.

3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations in the future after the Closing.

3.1.7 The Company does not own any real estate or any interests in real estate.

3.1.8 The Company is not liable for any income, real or personal property taxes to any governmental or state agencies whatsoever.

3.1.9 The Company, to its actual knowledge, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.

3.1.10 The Sellers, either directly or by representation, are the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement.  The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.

3.1.11 There are no authorized shares of the Company other than the amount disclosed as being 100,000,000 common shares, and there are no issued and outstanding shares of the Company other than the amount disclosed as being 5,600,000 common shares.  Sellers at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.

Page 5 of 12
 
3.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, and all of such shares in the common stock are fully paid and non-assessable.

3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock.

3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.

3.1.15 The Company has no subsidiaries.

3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants, employees or other such parties.

3.1.17 The Company has no insurance or employee benefit plans whatsoever.

3.1.18 The Company is not in default under any contract, or any other document.

3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement.

3.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of any agreement or other instrument to which they are or have been a party.

3.1.21 All financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.

3.1.22 The Company has filed with the SEC its Quarterly Report on Form 10-Q for the first quarter of 2009.

The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date.

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The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

3.2. Covenants of the Sellers and the Company.

From the date of this Agreement and until the eleventh calendar day after the Closing Date, the Sellers and the Company covenant the following:

3.2.1 The Sellers will to the best of their ability preserve intact the current status of the Company as an OTC Bulletin Board quoted company.

3.2.2 The Sellers will furnish Purchaser with all corporate records and documents, such as Articles of Incorporation and Bylaws, or any other corporate document or record requested by the Purchaser.

3.2.3 The Company will not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the Purchaser.

3.2.4 The Company will not amend or change its Articles of Incorporation or Bylaws, or issue any further shares or create any other class of shares in the Company without the express written consent of the Purchaser.

3.2.5 The Company will not issue any stock options, warrants or other rights or interests in or to its shares without the express written consent of the Purchaser.

3.2.6 The Sellers will not encumber or mortgage any right or interest in their shares of the common stock being sold to the Purchaser hereunder, and also they will not transfer any rights to such shares of the common stock to any third party whatsoever.

3.2.7 The Company will not declare any dividend in cash or stock, or any other benefit.

3.2.8 The Company will not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement.

3.2.9 At Closing, the Company and the Sellers will obtain and submit to the Purchaser resignations of current officers and directors.

3.2.10 The Sellers agree to indemnify the Purchaser against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser by reason of the inaccuracy of any warranty or representation contained in this Agreement.

3.3  Representations and Warranties of the Purchaser.

3.3.1  The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder.  The execution, delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners, members, as the case may be, is required.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the terms thereof.

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3.3.2  The Purchaser is, and will be at the time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  The Purchaser has the authority and is duly and legally qualified to purchase and own shares of the Company.  The Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The information set forth on the signature page hereto regarding the Purchaser is accurate.

3.3.3  On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

3.3.4  The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.  In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares.

3.3.5  The Acquired Shares shall bear the following or similar legend:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

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3.3.6  The offer to sell the Acquired Shares was directly communicated to such Purchaser by the Company.  At no time was such Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

3.3.7  Such Purchaser represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date.

3.3.8  The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.


Section 4.  Miscellaneous

4.1. Expenses.

Each of the Parties shall bear its/his own expenses in connection with the transactions contemplated by this Agreement.

4.2. Governing Law.

The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Delaware applicable to agreements executed and to be wholly performed solely within such state.

4.3. Resignation of Old and Appointment of New Board of Directors and Officers.

The Company and the Sellers shall take such corporate action(s) required by IMSG's Articles of Incorporation and/or Bylaws to (a) appoint the below named persons to their respective positions, to be effective on the eleventh day following the Closing Date, and (b) obtain and submit to the Purchaser, together with all required corporate action(s) the resignation of the current board of directors, and any and all corporate officers as of the Closing Date.

Name
Position
Lee L. Vanatta
Director, President and CEO

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4.4. Disclosure.

The Sellers and the Company agree that they will not make any public comments, statements, or communications with respect to, or otherwise disclose the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.
 
4.5. Notices.

Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by facsimile or by overnight registered mail, postage prepaid, addressed as follows:

If to Sellers, to:

Aron Fishl Paluch, Individually
10 Yechezkel
Bnai Brak, 51105

Devorah Leah Bisk Katan, Individually
78 Rabbi Akiva St.
Bnei Brak, Israel

If to the Purchaser, to:

PureSpectrum, Inc.
Attn: Lee L Vanatta, President and CEO
340 Eisenhower Drive
Building 600, Suite 610
Savannah, Georgia 31400
Facsimile: (912)  351-4501

With a copy to (which shall not constitute notice):
 
Dinur and Deluca, LLP
Attn:  Daniel D. Dinur
990 Hammond Drive, Suite 760
Sandy Springs, GA  30328
Facsimile: (770) 395-3171
and
Bouhan Williams & Levy, L.L.P.
Attn:  David Michael Conner
P. O. Box 2139
Savannah, GA 31401
Facsimile: (912) 644-6243
 
Or such other address or number as shall be furnished in writing by any such Party, and such notice or communication shall, if properly addressed, be deemed to have been given as of the date so delivered or sent by facsimile.

4.6. Parties in Interest.

This Agreement may not be transferred, assigned or pledged by any Party hereto, other than by operation of law.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

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4.7. Entire Agreement.

This Agreement and the other documents referred to herein contain the entire understanding of the Parties hereto with respect to the subject matter contained herein. This Agreement shall supersede all prior agreements and understandings between the Parties with respect to the transactions contemplated herein, including, but not limited to, the LOI.

4.8. Amendments.

This Agreement may not be amended or modified orally, but only by an agreement in writing signed by the Parties.

4.9. Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby.

4.10. Counterparts.

This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier, PDF or facsimile transmission, any one of which shall constitute an original of this Agreement.  When counterparts of copies have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals.  The Parties agree that all such signatures may be transferred to a single document upon the request of any Party.

4.11. Spin out.

At or prior to the Closing Date, the Company’s international medical staffing business will be spun out from the Company.

[-signature page follows-]

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In Witness Whereof, each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year first above written.
 
 
 
Company:
International Medical Staffing, Inc.


By: /S/ Aron Fishl Paluch
Name: Aron Fishl Paluch
Title: President, Secretary, Treasurer
 
 
Sellers:


By: /S/ Aron Fishl Paluch
Name: Aron Fishl Paluch, Individually



By: /S/ Devorah Leah Bisk Katan
Name: Devorah Leah Bisk KatanIndividually

Purchaser:
PureSpectrum, Inc.


By: /S/ Lee L. Vanatta
Name: Lee L. Vanatta
Title:   President and CEO
 
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