PSRU / Valiant Eagle Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367

CORRESP 1 filename1.htm Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367 August 25, 2022 James Lichtenfels, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington, DC 20549 Re: Valiant Eagle, Inc. Form 1-A Filed July 6, 2022 File No. 024-11526 Dear Mr. Lichtenfels, On behalf of Valiant Ea

Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367

CORRESP 1 filename1.htm Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367 August 8, 2022 Ryan Lichtenfels, Esq. Staff Attorney Office of Corporation Finance United States Securities and Exchange Commission Washington, DC 20549 Re: Valiant Eagle, Inc. Form 1-A Filed July 6, 2022 File No. 024-11526 Dear Mr. Lichtenfels, On behalf of Valiant Eagle, Inc. (the “Company”), I am

STATE OF DELAWARE CERTIFICATE OF INCORPORATION INTERNATIONAL MEDICAL STAFFING, INC.

EX1A-2A CHARTER 3 valiantex0201.htm ARTICLES OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC., DATED MARCH 19, 2007 Exhibit 2.1 STATE OF DELAWARE CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC. FIRST: The name of this Corporation is International Medical Staffing. Inc. SECOND: Its registered office in the State of Delaware is to be located at 113 Barksdale Professional

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 6, 2022

Table of Contents PART II ? INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 6, 2022 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

ABA TEAM RESERVATION AGREEMENT

Exhibit 7.3 ABA TEAM RESERVATION AGREEMENT THIS TEAM RESERVATION AGREEMENT (“Agreement”) is entered into as of this 23rd day of January, 2021 by and between American Basketball Association, LLC, an Indiana limited liability company located at 9421 Holliday Drive, Indianapolis, IN 46260 (“ABA”) and Valiant Eagle Inc., a Delaware corporation (“Company”). RECITALS WHEREAS, ABA operates a professional

ABA TEAM RESERVATION AGREEMENT

EX1A-7 ACQ AGMT 16 valiantex0702.htm ABA TEAM RESERVATION AGREEMENT (HOLLYWOOD), DATED JANUARY 21, 2021 Exhibit 7.2 ABA TEAM RESERVATION AGREEMENT THIS TEAM RESERVATION AGREEMENT (“Agreement”) is entered into as of this 21st day of January, 2021 by and between American Basketball Association, LLC, an Indiana limited liability company located at 9421 Holliday Drive, Indianapolis, IN 46260 (“ABA”) a

VALIANT EAGLE, INC. SUBSCRIPTION AGREEMENT

Exhibit 4.1 VALIANT EAGLE, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PER

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC.

EX1A-2A CHARTER 4 valiantex0202.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC., DATED JUNE 4, 2009 Exhibit 2.2 State of Delaware Secretary of State Division of Corporations Delivered 09:32 AM 07/15/2009 FILED 09:28 AM 07/15/2009 SRV 090698682 - 4321193 FILE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC. Pursu

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

EX1A-2A CHARTER 8 valiantex0206.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PURESPECTRUM, INC., DATED DECEMBER 11, 2011 Exhibit 2.6 State of Delaware Secretary of State Division of Corporations Delivered 01:37 PM 12/09/2011 FILED 01:37 PM 12/09/2011 SRV 111275794 - 4321193 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized

Specimen Stock Certificate Valiant Eagle, Inc. shares of Purespectrum, Inc. Common Stock 03/15/2012

EX1A-3 HLDRS RTS 12 valiantex0301.htm SPECIMEN STOCK CERTIFICATE Exhibit 3.1 Specimen Stock Certificate Valiant Eagle, Inc. shares of Purespectrum, Inc. Common Stock 03/15/2012 The following abbreviations when used shall be construed as though they were written out in full according to the applicable laws or regulations.. TEN COM TEN ENT JT TEN UNIF GIFT MIN ACT custodian For Value Received dated,

CERTIFICATE OF DESIGNATION OF SERIES AND DETERMINATION OF RIGHTS AND PREFERENCES PREFERRED STOCK, SERIES B PURESPECTRUM, INC.

EX1A-2A CHARTER 7 valiantex0205.htm CERTIFICATE OF DESIGNATION FOR SERIES B PREFERRED STOCK OF PURESPECTRUM, INC., DATED OCTOBER 10, 2010 Exhibit 2.5 State of Delaware Secretary of State Division of Corporations Delivered 11:00 A< 02052010 FILED 11:00 am 02/05/2010 SRV 100113462 - 4321193 FILE CERTIFICATE OF DESIGNATION OF SERIES AND DETERMINATION OF RIGHTS AND PREFERENCES OF PREFERRED STOCK, SERI

Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226

Exhibit 12.1 Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 [email protected] Tel: 718-622-8450 Fax: 718-282-3113 July 6, 2022 Board of Directors Valiant Eagle, Inc. 6320 Canoga Avenue Suite 1564 Woodland Hills, California 91367 Transfer Online Inc. 512 SE Salmon Street, 2nd Floor Portland, OR 97214-3444 VIA ELECTRONIC DELIVERY Gentlemen: I h

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 2.81 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of VALIANT EAGLE INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of

PURESPECTRUM, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK The undersigned, Lee L. Vanatta and William R. Norton, hereby certify that:

Exhibit 2.4 State of Delaware Secretary of State Division of Corporations Delivered 11:00 AM 02/05/2010 FILED 11:00 AM 02/05/2010 SRV 100113462 - 4321193 FILE PURESPECTRUM, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK The undersigned, Lee L. Vanatta and William R. Norton, hereby certify that: 1. They are the CEO and President and Executive Vic

INTERNATIONAL MEDICAL STAFFING, INC.

Exhibit 2.3 State of Delaware Secretary of State Division of Corporations Delivered 02:13 PM 10/29/2009 FILED 02:07 PM 10/29/2009 SRV 090975362 - 4321193 FILE INTERNATIONAL MEDICAL STAFFING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "Act"), the undersigned, being the President of International Medical Staffing, Inc., a Delaware corporation (

Valiant Eagle

Exhibit 6.1 Valiant Eagle Inc. Employee Compensation Agreement Name of Officer (herein "Employee"): Xavier Mitchell Position: Chief Executive Officer Name of Employer (herein "Employer"): Valiant Eagle Inc. Commencement Date: April 1st, 2021 Compensation: $5,000 monthly that will accrue interest at 8% compounded annually until paid. THIS AGREEMENT is entered into between Valiant Eagle Inc., a Dela

STATE OF DELAWARE CERTIFICATE Of AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 2.8 STATE OF DELAWARE CERTIFICATE Of AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Valiant Eagle, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of

ACQUISITION and MERGER AGREEMENT

EX1A-7 ACQ AGMT 15 valiantex0701.htm ACQUISITION AND MERGER AGREEMENT, DATED SEPTEMBER 7, 2018 Exhibit 7.1 ACQUISITION and MERGER AGREEMENT THIS AGREEMENT (the "Agreement"), made this 7th day of September, 2018, by and among PureSpectrum, Inc., a Delaware corporation, ("PSRU" or the "Company"), Mr. Xavier Mitchell ("Xavier" or the "Seller"), the sole owner of Opportunity Knocks Television LLC, a C

SHARE PURCHASE AGREEMENT

Exhibit 7.4 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT IS DATED June 25, 2021 BY AND AMONG: Valiant Eagle Inc., a Delaware Corporation (“Purchaser”); Carl Dawson, a businessman residing in Calabasas, California (“Seller”); AND: Americas Next Investment, a corporation organized under the laws of California (“The Company ”). WHEREAS: A. The Seller is currently the beneficial owner of 1,0

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 2.7 State of Delaware Secretary of State Division of Corporations Delivered 11:59 AM 03/01/2012 FILED 11:59 AM 03/01/2012 SRV 120263849 - 4321193 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: First: That a meeting of the B

Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367

Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367 June 23, 2022 Scott Anderegg, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington, DC 20549 Re: Valiant Eagle, Inc. Post Qualification Amendment No. 1 to Form 1-A Filed June 10, 2022 File No. 024-11526 Dear Mr. Anderegg, On behalf of Val

Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367

CORRESP 1 filename1.htm Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367 June 21, 2022 Scott Anderegg, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington, DC 20549 Re: Valiant Eagle, Inc. Post Qualification Amendment No. 1 to Form 1-A Filed June 10, 2022 File No. 024-11526 Dear Mr. An

VALIANT EAGLE, INC. SUBSCRIPTION AGREEMENT

Exhibit 4.1 VALIANT EAGLE, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PER

Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226

Exhibit 12.1 Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 [email protected] Tel: 718-622-8450 Fax: 718-282-3113 June 9, 2022 Board of Directors Valiant Eagle, Inc. 6320 Canoga Avenue Suite 1564 Woodland Hills, California 91367 VIA ELECTRONIC DELIVERY Gentlemen: I have acted, at your request, as special counsel to Valiant Eagle, Inc., a Dela

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated June 9, 2022

Table of Contents Post-Qualification Offering Circular Amendment No. 1 File No. 024-11526 PART II ? INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated June 9, 2022 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

EX1A-2A CHARTER 3 valiantex0281.htm CERTIFICATE OF AMENDMENT Exhibit 2.81 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of VALIANT EAGLE INC. resolutions were duly adopted setting fort

SHARE PURCHASE AGREEMENT

EX1A-7 ACQ AGMT 5 valiantex0704.htm SHARE PURCHASE AGREEMENT Exhibit 7.4 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT IS DATED June 25, 2021 BY AND AMONG: Valiant Eagle Inc., a Delaware Corporation (“Purchaser”); Carl Dawson, a businessman residing in Calabasas, California (“Seller”); AND: Americas Next Investment, a corporation organized under the laws of California (“The Company ”). WH

OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: June 10, 2021 June 14, 2021 VALIANT EAGLE, INC. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367

Filed Pursuant to Rule 253(g)(2) File No. 024-11526 OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: June 10, 2021 June 14, 2021 VALIANT EAGLE, INC. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367 This document (the “Supplement”) supplements the Offering Circular of Valiant Eagle, Inc. (the “Company”) filed on May 13, 2021, and as qualified by the Securiti

Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367

CORRESP 1 filename1.htm Valiant Eagle, Inc. 6320 Canoga Avenue, Suite 1564 Woodland Hills, CA 91367 June 7, 2021 Cara Wirth, Esq. Staff Attorney Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission Washington, DC 20549 Re: Valiant Eagle, Inc. Offering Statement on Form 1-A Filed May 13, 2021 File No. 024-11526 Dear Ms. Wirth, On behalf of Vali

INTERNATIONAL MEDICAL STAFFING, INC.

EX1A-2A CHARTER 6 valiantex0203.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION Exhibit 2.3 State of Delaware Secretary of State Division of Corporations Delivered 02:13 PM 10/29/2009 FILED 02:07 PM 10/29/2009 SRV 090975362 - 4321193 FILE INTERNATIONAL MEDICAL STAFFING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "Act"), the undersigned, be

ABA TEAM RESERVATION AGREEMENT

EX1A-7 ACQ AGMT 16 valiantex0702.htm ABA TEAM RESERVATION AGREEMENT Exhibit 7.2 ABA TEAM RESERVATION AGREEMENT THIS TEAM RESERVATION AGREEMENT (“Agreement”) is entered into as of this 21st day of January, 2021 by and between American Basketball Association, LLC, an Indiana limited liability company located at 9421 Holliday Drive, Indianapolis, IN 46260 (“ABA”) and Valiant Eagle Inc., a Delaware co

PURESPECTRUM, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK The undersigned, Lee L. Vanatta and William R. Norton, hereby certify that:

EX1A-2A CHARTER 7 valiantex0204.htm CERTIFICATE OF DESIGNATION - SERIES A PREFERRED STOCK Exhibit 2.4 State of Delaware Secretary of State Division of Corporations Delivered 11:00 AM 02/05/2010 FILED 11:00 AM 02/05/2010 SRV 100113462 - 4321193 FILE PURESPECTRUM, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK The undersigned, Lee L. Vanatta and W

VALIANT EAGLE, INC. SUBSCRIPTION AGREEMENT

EX1A-4 SUBS AGMT 13 valiantex0401.htm SUBSCRIPTION AGREEMENT Exhibit 4.1 VALIANT EAGLE, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated May ___, 2021

Table of Contents PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated May , 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 2.7 State of Delaware Secretary of State Division of Corporations Delivered 11:59 AM 03/01/2012 FILED 11:59 AM 03/01/2012 SRV 120263849 - 4321193 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: First: That a meeting of the B

ABA TEAM RESERVATION AGREEMENT

Exhibit 7.3 ABA TEAM RESERVATION AGREEMENT THIS TEAM RESERVATION AGREEMENT (“Agreement”) is entered into as of this 23rd day of January, 2021 by and between American Basketball Association, LLC, an Indiana limited liability company located at 9421 Holliday Drive, Indianapolis, IN 46260 (“ABA”) and Valiant Eagle Inc., a Delaware corporation (“Company”). RECITALS WHEREAS, ABA operates a professional

ACQUISITION and MERGER AGREEMENT

EX1A-7 ACQ AGMT 15 valiantex0701.htm ACQUISITION AND MERGER AGREEMENT Exhibit 7.1 ACQUISITION and MERGER AGREEMENT THIS AGREEMENT (the "Agreement"), made this 7th day of September, 2018, by and among PureSpectrum, Inc., a Delaware corporation, ("PSRU" or the "Company"), Mr. Xavier Mitchell ("Xavier" or the "Seller"), the sole owner of Opportunity Knocks Television LLC, a Californian Limited Liabil

Valiant Eagle

EX1A-6 MAT CTRCT 14 valiantex0601.htm EMPLOYMENT AGREEMENT Exhibit 6.1 Valiant Eagle Inc. Employee Compensation Agreement Name of Officer (herein "Employee"): Xavier Mitchell Position: Chief Executive Officer Name of Employer (herein "Employer"): Valiant Eagle Inc. Commencement Date: April 1st, 2021 Compensation: $5,000 monthly that will accrue interest at 8% compounded annually until paid. THIS A

Specimen Stock Certificate Valiant Eagle, Inc. shares of Purespectrum, Inc. Common Stock 03/15/2012

EX1A-3 HLDRS RTS 12 valiantex0301.htm SPECIMEN STOCK CERTIFICATE Exhibit 3.1 Specimen Stock Certificate Valiant Eagle, Inc. shares of Purespectrum, Inc. Common Stock 03/15/2012 The following abbreviations when used shall be construed as though they were written out in full according to the applicable laws or regulations.. TEN COM TEN ENT JT TEN UNIF GIFT MIN ACT custodian For Value Received dated,

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 2.6 State of Delaware Secretary of State Division of Corporations Delivered 01:37 PM 12/09/2011 FILED 01:37 PM 12/09/2011 SRV 111275794 - 4321193 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada does hereby certify: First: That a meeting of the Boa

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC.

Exhibit 2.2 State of Delaware Secretary of State Division of Corporations Delivered 09:32 AM 07/15/2009 FILED 09:28 AM 07/15/2009 SRV 090698682 - 4321193 FILE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “Act”), the undersigned, being the President of Internati

Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226

Exhibit 12.1 Suares & Associates Attorneys at Law 833 Flatbush Avenue Suite 100 Brooklyn, New York 11226 [email protected] Tel: 718-622-8450 Fax: 718-282-3113 May 13, 2021 Board of Directors Valiant Eagle, Inc. 6320 Canoga Avenue Suite 1564 Woodland Hills, California 91367 VIA ELECTRONIC DELIVERY Gentlemen: I have acted, at your request, as special counsel to Valiant Eagle, Inc., a Dela

CERTIFICATE OF DESIGNATION OF SERIES AND DETERMINATION OF RIGHTS AND PREFERENCES PREFERRED STOCK, SERIES B PURESPECTRUM, INC.

EX1A-2A CHARTER 8 valiantex0205.htm CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Exhibit 2.5 State of Delaware Secretary of State Division of Corporations Delivered 11:00 A< 02052010 FILED 11:00 am 02/05/2010 SRV 100113462 - 4321193 FILE CERTIFICATE OF DESIGNATION OF SERIES AND DETERMINATION OF RIGHTS AND PREFERENCES OF PREFERRED STOCK, SERIES B OF PURESPECTRUM, INC. The undersigned does

STATE OF DELAWARE CERTIFICATE OF INCORPORATION INTERNATIONAL MEDICAL STAFFING, INC.

Exhibit 2.1 STATE OF DELAWARE CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC. FIRST: The name of this Corporation is International Medical Staffing. Inc. SECOND: Its registered office in the State of Delaware is to be located at 113 Barksdale Professional Center, Newark, Delaware, County of New Castle, Zip Code 19711. The registered agent in charge thereof is Delaware Intercor

STATE OF DELAWARE CERTIFICATE Of AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 2.8 STATE OF DELAWARE CERTIFICATE Of AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Valiant Eagle, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of

Other Events

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PSRU / PureSpectrum, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1418158 PURESP

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

EX-99.1 2 purespectrum8k-ex9901.htm COMPLAINT FOR INJUNCTIVE RELIEF Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE MIRO ZECEVIC, PURESPECTRUM, INC., MINA MAR GROUP CORP Plaintiff, v. C.A. No. - JOEL J NATARIO, as and a former CEO and seller PURESPECTRUM, INC., LLC., NATHAN YODER, individually, CAROLYN HALL, individually, And as Transfer Agent, Defendants. PLAINTIFF MIRO ZECEVIC, PR

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2018 PureSpectrum, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-53015 41-2233202 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorpo

PSRU / PureSpectrum, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Amendment No. 1 Form 10-Q (Mark One) x QUARTRLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-1418158 PURESPECTRUM, INC. (Exact Name

PSRU / PureSpectrum, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) x QUARTRLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-1418158 PURESPECTRUM, INC. (Exact Name of Registrant a

PSRU / PureSpectrum, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Annual period ended December 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from 01/01/2015 to 12/31/2015 Commission File Number: 333

PSRU / PureSpectrum, Inc. FORM 10-K (Annual Report)

10-K 1 psrl10k-2015.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Annual period ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from 01/01/2015 to 12/3

PSRU / PureSpectrum, Inc. FORM 10-Q (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Annual period ended December 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from 01/01/2014 to 12/31/2014 Commission File Number: 333

PSRU / PureSpectrum, Inc. / Emry Capital Group, Inc. - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PureSpectrum Inc (Name of Issuer) Common Stock $0.01 par value (Title of Class of Securities) 000-53015 (CUSIP Number) Emry Capital Group, Inc. 113 Barksdale Professional Center Newark, DE 19711-3258 (302) 261 3660 (Name, Address and Telephon

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2017 PureSpectrum, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-53015 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identi

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MD - Filed by Filing Services Canada Inc. (403) 717-3898 OMB APPROVAL OBM Number: 3235-0167 Expires: October 31, 2013 Estimated average burden hours per response: 1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Of Earliest Event Reported): December 5, 2011 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q/A-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q/A-1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1418158 PURESPE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1418158 PURESPECTRU

June 8, 2011

June 8, 2011 Securities and Exchange Commission Washington, D.C. 20549 RE: PureSpectrum, Inc. Form 10-k for the fiscal years ended December 31, 2010 and 2009. File No. 000-53015 Dear Ms. Hunter: The following is filed in response to your comment letter dated May 26, 2011. 1. With respect to comment No. 1 regarding the Company’s Form 10-K for the fiscal year ended December 31, 2010 in connection wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q

10-Q 1 psru10qmarch2011.htm FORM 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 PURE SPECTRUM, INC. Commission File Number 333-1418158 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [] Form 11-K [] Form 20-F [X ] Form 10-Q [] Form N-SAR For Period Ended: March 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Fo

May 12, 2011

May 12, 2011 Securities and Exchange Commission Washington, D.C. 20549 RE: PureSpectrum, Inc. Form 10-k filed April 16, 2010 Form 10-Q filed December 1, 2010 Proxy Statement filed April 30, 2010 File No. 000-53015 Dear Ms. Hunter: The following is filed in response to your comment letter dated February 17, 2011. 1. With respect to comment No. 1 regarding the Company’s Form 10-K for the fiscal year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 333-1418158 PURESPECTRUM,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-1418158 NOTIFICATION OF LATE FILING

NT 10-K 1 purespectrum10nt.htm NOTICE OF LATE FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-1418158 NOTIFICATION OF LATE FILING (Check One): [ X] Form 10-K [] Form 11-K [] Form 20-F [ ] Form 10-Q [] Form N-SAR For Period Ended: December 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on F

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G FINAL AMENDMENT Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PureSpectrum, Inc. (Nam

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G FINAL AMENDMENT Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PureSpectrum, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74624D102000 (CUSIP Number) December 31, 2010 (Date of Event Whi

AGREEMENT OF JOINT FILING

Exhibit 1 AGREEMENT OF JOINT FILING Pursuant to rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the ?Statement?) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed is on the behalf of each of them.

CORRESP

CORRESP

2600 North Military Trail Suite 270 Boca Raton, Florida 33432

JEFFREY G.KLEIN, P.A 2600 North Military Trail Suite 270 Boca Raton, Florida 33432 Telephone: 561-997-9920 Fax: 561-998-9557 Email: [email protected] February 1, 2011 Securities and Exchange Commission Washington, D.C. 20549 RE: PureSpectrum, Inc. Form 10-k filed April 16, 2010 Form 10-Q filed December 1, 2010 Proxy Statement filed April 30, 2010 File No. 000-53015 Dear Ms. Hunter: The follow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1418158 PURESP

PureSpectrum Management Update

Exhibit 99.1 PureSpectrum Management Update SAVANNAH, Ga.-(BUSINESS WIRE)-October 21, 2010-PureSpectrum (OTC: PSRU) is pleased to announce an update regarding key strategic issues. PureSpectrum, under the direction of Greg Clements, the Company?s sole officer and director, has executed a Management Proposal with the secured creditors. The Company is currently in default with respect to certain out

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a6477653.htm PURESPECTRUM, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): October 7, 2010 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): July 2, 2010 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incorpora

PureSpectrum and Ultra-Tech Lighting Sign Letter of Intent to Further Discussions on Combining Two Companies Companies Share Similar Product Development Strategies and Offer Complementary Product Lines

Exhibit 99.1 PureSpectrum and Ultra-Tech Lighting Sign Letter of Intent to Further Discussions on Combining Two Companies Companies Share Similar Product Development Strategies and Offer Complementary Product Lines SAVANNAH, Ga.-(BUSINESS WIRE)-July 6, 2010-PureSpectrum, Inc. (OTCBB: PSRU) and Ultra-Tech? Lighting, a New Jersey limited liability company, have been engaged in discussions which have

PURESPECTRUM, INC. CODE OF ETHICS FOR PRINCIPAL OFFICERS

Exhibit 14 PURESPECTRUM, INC. CODE OF ETHICS FOR PRINCIPAL OFFICERS POLICY STATEMENT The Board of Directors (the "Board") of PureSpectrum, Inc. (the "Company") recognizes that senior management sets the tone for integrity and business ethics of any organization and has a particularly important responsibility and an elevated role in governance as it affects the interest of all stakeholders. Accordi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 333-1418158 PURESPECTRUM,

AMENDED AND RESTATED BYLAWS PURESPECTRUM, INC. f/k/a International Medical Staffing, Inc. (a Delaware Corporation) ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PURESPECTRUM, INC. f/k/a International Medical Staffing, Inc. (a Delaware Corporation) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of PureSpectrum, Inc., f/k/a International Medical Staffing, Inc. (the ?Corporation?) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 Other Offices. The Corpo

- 1 -

Exhibit 3.1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?INTERNATIONAL MEDICAL STAFFING, INC.?, CHANGING ITS NAME FROM ?INTERNATIONAL MEDICAL STAFFING, INC.? TO ?PURESPECTRUM, INC.?, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF OCTOBER, A.D. 2009. AT 2:07 O?CLOCK P.M. A FILED COPY OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13-d2(a) (Amendment No. 1)* PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13-d2(a) (Amendment No. 1)* PURESPECTRUM, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74624D102000 (CUSIP Number) Tony R. Golden 1

AGREEMENT OF JOINT FILING

Exhibit 1 AGREEMENT OF JOINT FILING Pursuant to rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the ?Statement?) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed is on the behalf of each of them.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PureSpectrum, Inc. (Name of Issuer) Com

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PureSpectrum, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74624D102000 (CUSIP Number) November 10, 2009 (Date of Event Which Requires Fili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PURESPECTRUM, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PURESPECTRUM, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74624D102000 (CUSIP Number) Tony R. Golden 1504 Macy Drive Roswell, Georgia 30075 Tel: (770) 518-3449 Copies to: Gregory Bartko, Esq. Law Office of Gregory Bartko,

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 3/17/10 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incorporation

orange is the new green: the importance of dimming for energy efficient lighting Lee Vanatta Chairman and Chief Executive Officer March 18, 2010 New York, New York

EXHIBIT 99.1 orange is the new green: the importance of dimming for energy efficient lighting Lee Vanatta Chairman and Chief Executive Officer March 18, 2010 New York, New York The Market Lighting worldwide $44 billion annual market Favorable environment for environmentally friendly products Incandescent bulbs being legislated out of existence globally Substantial rebate and incentive programs bei

SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 2/8/10 PURESPECTRUM, INC. (Exact Name of Regis

SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 2/8/10 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incorporation or Organizatio

PURESPECTRUM, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: 2010-1 Issuance Date: February 5, 2010

Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 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

PURESPECTRUM, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK The undersigned, Lee L. Vanatta and William R. Norton, hereby certify that:

Exhibit 3.1 PURESPECTRUM, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK The undersigned, Lee L. Vanatta and William R. Norton, hereby certify that: 1. They are the CEO and President and Executive Vice President and Secretary, respectively, of PureSpectrum, Inc., a Delaware corporation (the ?Corporation?). 2. The Corporation is authorized to iss

PREFERRED STOCK PURCHASE AGREEMENT

Exhibit 4.1 PREFERRED STOCK PURCHASE AGREEMENT This Preferred Stock Purchase Agreement (?Agreement?) is entered into and effective as of February 5, 2010 (?Effective Date?), by and among PureSpectrum, Inc., a Delaware corporation (?Company?), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Energy Capital Group, LLC (including its designees, successors and assigns, ?

PureSpectrum, Inc. Enters into Preferred Stock Agreement for up to $5 Million Socius Energy Capital Group Commits to Purchase as Much as $5 Million of Lighting Company’s Preferred Stock

EX-99.1 5 a6171169ex991.htm EXHIBIT 99.1 Exhibit 99.1 PureSpectrum, Inc. Enters into Preferred Stock Agreement for up to $5 Million Socius Energy Capital Group Commits to Purchase as Much as $5 Million of Lighting Company’s Preferred Stock SAVANNAH, Ga.-(BUSINESS WIRE)-February 8, 2010-PureSpectrum, Inc. (OTCBB: PSRU), a progressive energy efficient lighting company, has entered into a preferred s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 Amendment No. 1 to Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): January 14, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 Amendment No. 1 to Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): January 14, 2010 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other J

DAVIS ACCOUNTING GROUP P.C. A Certified Public Accounting Firm 1957 West Royal Hunte Drive, Suite 150, Cedar City, Utah 84720 (435) 865-2808 ? FAX (435) 865-2821

Exhibit 16.1 DAVIS ACCOUNTING GROUP P.C. A Certified Public Accounting Firm 1957 West Royal Hunte Drive, Suite 150, Cedar City, Utah 84720 (435) 865-2808 ● FAX (435) 865-2821 Securities and Exchange Commission 450 – Fifth Street N.W. Washington, D.C. 20549 Gentlemen: Davis Accounting Group P.C. is the former independent registered accountant of PureSpectrum, Inc. (the “Company” and formerly Intern

PureSpectrum Extends Deadline for Share Exchange of PSPM Shares for PSRU Shares Until February 18, 2010

Exhibit 99.1 PureSpectrum Extends Deadline for Share Exchange of PSPM Shares for PSRU Shares Until February 18, 2010 SAVANNAH, Ga.-(BUSINESS WIRE)-January 21, 2010-PureSpectrum, Inc. (OTCBB: PSRU) has extended the deadline until February 18, 2010 for company shareholders to exchange shares in the former PureSpectrum (PSPM) for shares in the current PureSpectrum (PSRU). On August 2, 2009, PSPM ente

PureSpectrum Extends Deadline for Share Exchange of PSPM Shares for PSRU Shares Until February 18, 2010

Exhibit 99.1 PureSpectrum Extends Deadline for Share Exchange of PSPM Shares for PSRU Shares Until February 18, 2010 SAVANNAH, Ga.-(BUSINESS WIRE)-January 21, 2010-PureSpectrum, Inc. (OTCBB: PSRU) has extended the deadline until February 18, 2010 for company shareholders to exchange shares in the former PureSpectrum (PSPM) for shares in the current PureSpectrum (PSRU). On August 2, 2009, PSPM ente

DAVIS ACCOUNTING GROUP A Certified Public Accounting Firm 1957 West Royal Hunte Drive, Suite 150, Cedar City, Utah 84720 (435) 865-2808 • FAX (435) 865-2821

EX-16.1 2 a6151327ex161.htm EXHIBIT 16.1 Exhibit 16.1 DAVIS ACCOUNTING GROUP A Certified Public Accounting Firm 1957 West Royal Hunte Drive, Suite 150, Cedar City, Utah 84720 (435) 865-2808 • FAX (435) 865-2821 Securities and Exchange Commission 450 - Fifth Street N.W. Washington, D.C. 20549 Gentlemen: Davis Accounting Group P.C. is the former independent registered accountant of PureSpectrum, Inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): January 14, 2010 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Inco

819 Lbs. of Coal Saves:

EX-99.2 4 v165836ex99-2.htm Exhibit 99.2 Future of Energy Investing Exploration and Production and Clean Energy Conference Lee Vanatta Chairman and Chief Executive Officer Gregory McLean Chief Financial Officer November 4, 2009 New York, New York 1 The Market • Lighting worldwide § $44 billion annual market • Favorable legislative environment § Incandescent legislated out of existence globally § O

340 Eisenhower Drive, Suite 610 • Savannah, GA 31406-1616 • P 912.961.4980 F 912.351.4501 www.purespectrumlighting.com

EX-9.1 2 v165836ex99-1.htm EXHIBIT 99.1 THANK YOU FOR BEING HERE TODAY AND THANK YOU FOR YOUR ONGOING SUPPORT OF PURESPECTRUM. WE ARE UNQUESTIONABLY INDEBTED TO OUR SHAREHOLDERS, AND WE HAVE ALWAYS STRIVED TO MAKE OUR SHAREHOLDERS THE FIRST PRIORITY. WE KNOW THAT OUR RECENT TRANSITION FROM PSPM TO PSRU AND THE RESULTING DELAYS IN TRADING HAVE CAUSED SOME ANXIETY AND FRUSTRATION FOR OUR INVESTORS,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 11/12/2009 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incorporati

AMENDMENT NO. 2 PURCHASE AND SALE AGREEMENT PLAN OF REORGANIZATION dated August 4, 2009, as amended by Amendment No. 1 dated August 27, 2009 (the ?Agreement?)

AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT AND PLAN OF REORGANIZATION dated August 4, 2009, as amended by Amendment No. 1 dated August 27, 2009 (the ?Agreement?) This Amendment No. 2 to the Agreement is made and entered into as of November 3, 2009, by and between PureSpectrum, Inc., a Delaware corporation formerly known as International Medical Staffing, Inc. (?IMSG?) and PureSpectrum, Inc., a

AMENDMENT NO. 1 PURCHASE AND SALE AGREEMENT PLAN OF REORGANIZATION dated August 4, 2009 (the “Agreement”)

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT AND PLAN OF REORGANIZATION dated August 4, 2009 (the ?Agreement?) This Amendment No. 1 to the Agreement is made and entered into as of August 27, 2009, by and between International Medical Staffing, Inc., a Delawaare corporation (?IMSG?), and PureSpectrum, Inc., a Nevada corporation (?PSPM?). All terms not defined herein shall have the meaning ascribe

AMENDED AND RESTATED BYLAWS PURESPECTRUM, INC. f/k/a International Medical Staffing, Inc. (a Delaware Corporation) ARTICLE I

EX-3.1 4 v165489ex3-1.htm AMENDED AND RESTATED BYLAWS OF PURESPECTRUM, INC. f/k/a International Medical Staffing, Inc. (a Delaware Corporation) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of PureSpectrum, Inc., f/k/a International Medical Staffing, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 Other Offi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 11/3/2009 PURESPECTRUM, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 11/3/2009 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incorporatio

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INTERNATIONAL MEDICAL STAFFING, INC.

EX-3.1 2 v164759ex3-1.htm EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERNATIONAL MEDICAL STAFFING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “Act”), the undersigned, being the President of International Medical Staffing, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows: 1. The Corporati

AMENDED AND RESTATED BYLAWS INTERNATIONAL MEDICAL STAFFING, INC. (a Delaware Corporation) ARTICLE I

EX-3.2 3 v164759ex3-2.htm EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF INTERNATIONAL MEDICAL STAFFING, INC. (a Delaware Corporation) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of International Medical Staffing, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 Other Offices. The Corporation may also have offi

PureSpectrum, Inc. president and CEO Lee Vanatta will present at today’s “The Future of Energy Investing: Exploration, Production and Clean Technology Conference” PureSpectrum a featured company at conference sponsored and hosted by New York Society

EXHIBIT 99.1 PRESS RELEASE Media Contact: November 4, 2009 (912) 484-9743 [email protected] PureSpectrum, Inc. president and CEO Lee Vanatta will present at today?s ?The Future of Energy Investing: Exploration, Production and Clean Technology Conference? PureSpectrum a featured company at conference sponsored and hosted by New York Society of Security Analysts SAVANNAH, GA ? PureSpec

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 11/4/2009 PURESPECTRUM, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdiction Of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNA

THIS INFORMATION STATEMENT/PROSPECTUS IS BEING PROVIDED TO YOU BY THE BOARDS OF DIRECTORS OF INTERNATIONAL MEDICAL STAFFING, INC. AND PURESPECTRUM, INC. We are not asking you for a proxy and you are requested not to send us a proxy.

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-161701 THIS INFORMATION STATEMENT/PROSPECTUS IS BEING PROVIDED TO YOU BY THE BOARDS OF DIRECTORS OF INTERNATIONAL MEDICAL STAFFING, INC. AND PURESPECTRUM, INC. We are not asking you for a proxy and you are requested not to send us a proxy. Dear International Medical Staffing, Inc. Stockholders and PureSpectrum, Inc. Stockholders: On

INTERNATIONAL MEDICAL STAFFING, INC. 340 Eisenhower Drive Building 600, Suite 610 Savannah, Georgia 31406 (912) 961-4980 October 7, 2009 VIA FACSIMILE: (703) 813-6984 Securities and Exchange Commission 100 F. Street, N.E. Mail Stop 4561 Washington, D

INTERNATIONAL MEDICAL STAFFING, INC. 340 Eisenhower Drive Building 600, Suite 610 Savannah, Georgia 31406 (912) 961-4980 October 7, 2009 VIA FACSIMILE: (703) 813-6984 Securities and Exchange Commission 100 F. Street, N.E. Mail Stop 4561 Washington, D.C. 20549-4561 Attn: Thomas Kluck, Branch Chief RE: Registration Statement on Form S-4, Amendment No. 2 (File No. 333-161701) Ladies and Gentlemen: Wi

As filed with the Securities and Exchange Commission on October 7, 2009

As filed with the Securities and Exchange Commission on October 7, 2009 Registration No.

October 2, 2009

www.dinurdelucalaw.com 990 Hammond Drive, Suite 760 30328 Atlanta, Georgia FAX: 770-395-3171 OFFICE: 770-395-3170 Daniel D. Dinur Anthony A. DeLuca [email protected] [email protected] October 2, 2009 Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3010 Washington, D.C. 20549-4561 Attention: Adam F. Turk RE: International Medical Staffing, Inc.; Registration Statement

As filed with the Securities and Exchange Commission on October 2, 2009

As filed with the Securities and Exchange Commission on October 2, 2009 Registration No.

INTERNATIONAL MEDICAL STAFFING, INC. 340 Eisenhower Drive Building 600, Suite 610 Savannah, Georgia 31406 (912) 961-4980 October 1, 2009

INTERNATIONAL MEDICAL STAFFING, INC. 340 Eisenhower Drive Building 600, Suite 610 Savannah, Georgia 31406 (912) 961-4980 October 1, 2009 VIA FACSIMILE: (703) 813-6984 Securities and Exchange Commission 100 F. Street, N.E. Mail Stop 4561 Washington, D.C. 20549-4561 Attn: Thomas Kluck, Branch Chief RE: Registration Statement on Form S-4, Amendment No. 1 (File No. 333-161701) Ladies and Gentlemen: Wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 333-148158 INTERNATIONA

As filed with the Securities and Exchange Commission on September 3, 2009

As filed with the Securities and Exchange Commission on September 3, 2009 Registration No.

Three (3) Year, Eight Percent (8%) Convertible Debenture Due December 31, 2012

Exhibit 4.3 Three (3) Year, Eight Percent (8%) Convertible Debenture Due December 31, 2012 FOR VALUE RECEIVED, International Medical Staffing, Inc., a for-profit corporation that is organized and that exists under the Laws of the State of Delaware, and which has its principal place of business at the address of 340 Eisenhower Drive, Suite 610, Savannah, Chatham County, Georgia, 31405 (hereinafter

PURESPECTRUM, INC. EMPLOYMENT CONTRACT

Exhibit 10.3 PURESPECTRUM, INC. EMPLOYMENT CONTRACT This Agreement made as of the 1st day of October, 2008, between PureSpectrum, Inc. (the "Company") and Garth Kullman (the "Employee"). WHEREAS, the Company desires to employ Employee for the period and upon and subject to the terms herein provided; and WHEREAS, the Company desires to be assured that Employee (i) will not compete with the Company

PURESPECTRUM, INC. EMPLOYMENT CONTRACT

Exhibit 10.2 PURESPECTRUM, INC. EMPLOYMENT CONTRACT This Agreement made as of the 1st day of October, 2008, between PureSpectrum, Inc. (the "Company") and William Norton (the "Employee"). WHEREAS, the Company desires to employ Employee for the period and upon and subject to the terms herein provided; and WHEREAS, the Company desires to be assured that Employee (i) will not compete with the Company

INTERNATIONAL MEDICAL STAFFING, INC.. WARRANT TO PURCHASE COMMON STOCK

EX-4.2 7 v159665ex4-2.htm Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMP

AMENDMENT NO. 1 PURCHASE AND SALE AGREEMENT PLAN OF REORGANIZATION dated August 4, 2009 (the “Agreement”)

Exhibit 2.1A AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT AND PLAN OF REORGANIZATION dated August 4, 2009 (the ?Agreement?) This Amendment No. 1 to the Agreement is made and entered into as of August 27, 2009, by and between International Medical Staffing, Inc., a Delawaare corporation (?IMSG?), and PureSpectrum, Inc., a Nevada corporation (?PSPM?). All terms not defined herein shall have the me

EX-10.8

PURESPECTRUM, INC. EMPLOYMENT CONTRACT

EX-10.1 11 v159665ex10-1.htm Exhibit 10.1 PURESPECTRUM, INC. EMPLOYMENT CONTRACT This Agreement made as of the 1st day of October, 2008, between PureSpectrum, Inc. (the "Company") and Lee Vanatta (the "Employee"). WHEREAS, the Company desires to employ Employee for the period and upon and subject to the terms herein provided; and WHEREAS, the Company desires to be assured that Employee (i) will no

EX-4.1

PURESPECTRUM, INC. EMPLOYMENT CONTRACT

Exhibit 10.4 PURESPECTRUM, INC. EMPLOYMENT CONTRACT This Agreement made as of the 1st day of July, 2009, between PureSpectrum, Inc. (the "Company") and Gregory McLean (the "Employee"). WHEREAS, the Company desires to employ Employee for the period and upon and subject to the terms herein provided; and WHEREAS, the Company desires to be assured that Employee (i) will not compete with the Company fo

EX-10.7

EX-10.6

EX-10.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNATIONA

PURCHASE AND SALE AGREEMENT AND PLAN OF REORGANIZATION INTERNATIONAL MEDICAL STAFFING, INC. PURESPECTRUM, INC. August 4, 2009 TABLE OF CONTENTS

Exhibit 2.1 PURCHASE AND SALE AGREEMENT AND PLAN OF REORGANIZATION Between INTERNATIONAL MEDICAL STAFFING, INC. and PURESPECTRUM, INC. August 4, 2009 TABLE OF CONTENTS 1. DEFINITIONS 1 2. BASIC TRANSACTION 5 2.1 Transfer of Assets 5 2.2 Excluded Assets 5 2.3 Assumed Obligations 5 2.4 Consideration 5 2.5 Liquidation of Seller 5 2.6 Cancellation of Buyer common Stock Held by Seller 6 2.7 The Closing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 8/4/2009 INTERNATIONAL MEDICAL ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 8/4/2009 INTERNATIONAL MEDICAL STAFFING, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdictio

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) o Definitive Information Statement INTERNATIONAL MEDICAL STAFFING, INC.

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) x Definitive Information Statement INTERNATIONAL MEDICAL STAFFING, INC.

Agreement to file One Statement on Schedule 13D

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.

Stock Purchase Agreement Dated as of June 3, 2009 By and Among PureSpectrum, Inc. Aron Fishl Paluch Devorah Leah Bisk Katan International Medical Staffing, Inc. Table of Contents

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. Re

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D INTERNATIONAL MEDICAL STAFFING, INC.

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) o Definitive Information Statement INTERNATIONAL MEDICAL STAFFING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE SC 14F1 INFORMATION STATEMENT Pursuant to Section 14(F) of the Securities Exchange Act of 1934 and Rule 14F-1 thereunder INTERNATIONAL MEDICAL STAFFING, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE SC 14F1 INFORMATION STATEMENT Pursuant to Section 14(F) of the Securities Exchange Act of 1934 and Rule 14F-1 thereunder INTERNATIONAL MEDICAL STAFFING, INC. (Exact name of registrant as specified in its Charter) Commission File No.: 333-148158 DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 41

International Medical Staffing, Inc. 542 East 3rd Street Brooklyn, NY 11218

Exhibit 99.1 International Medical Staffing, Inc. 542 East 3rd Street Brooklyn, NY 11218 PRESS RELEASE Contact: June 8, 2009 [email protected] PureSpectrum, Inc. acquires control of International Medical Staffing, Inc. BROOKLYN, NY – Effective June 3 2009, International Medical Staffing, Inc. has undergone a change in control resulting from the purchase of 3,600,000 shares or 64.29 percent of

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Of Report (Date Of Earliest Event Reported): 6/3/2009 INTERNATIONAL MEDICAL STAFFING, INC. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-148158 Delaware 41-2233202 (State or Other Jurisdictio

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNATIONAL MEDIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 333-148158 INTERNATIONAL

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 30, 2008 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNATIONAL MED

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNATIONAL MEDICAL

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended March 31, 2008 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNATIONAL MEDICAL

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-148158 INTERNATIONAL MEDICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERNATIONAL MEDICAL STAFFING, INC. (Exact name of registrant as specified in its charter) Delaware 41-2233202 (State of incorporation or organization) (I.R.S. Employer Identification No.) 542 E

EX-3.1

v097596ex3-1 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

INTERNATIONAL MEDICAL STAFFING, INC. * * * * * * * * * * A Delaware Corporation ARTICLE I

INTERNATIONAL MEDICAL STAFFING, INC. * * * * * BY-LAWS * * * * * A Delaware Corporation ARTICLE I OFFICES Section 1 The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation. Section 2 The corporation may also have offices at such other places both within and without the state of Delaware as the Board of

As filed with the Securities and Exchange Commission on December 19, 2007 Registration No. _____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 International Medical

As filed with the Securities and Exchange Commission on December 19, 2007 Registration No.

EX-4.1