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
February 9, 2005
(Date of report)
RESOLVE STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-29485 33-0850639
(State of Incorporation) (Commission File Number) (IRS Employer ID)
105 North Falkenburg Road, Suite B
Tampa, Florida 33619
(Address of Principal Executive Offices)
(813) 662-0074
(Registrant's telephone number, including area code)
Item 1.01. Entry into a Material Definitive Agreement.
On February 7, 2005, Resolve Staffing, Inc. ("Registrant") entered into an
agreement to purchase certain assets from ELS, Inc. ("ELS"), a privately-held
company located in Cincinnati, Ohio. Our Chief Executive Officer and director,
Ronald Heineman, is a principal shareholder of ELS and is also an officer and
director of ELS. Pursuant to the Asset Purchase Agreement dated February 7,
2005, the Registrant acquired a total of 10 temporary employee staffing
locations from ELS. The acquisition of these locations includes certain tangible
assets used in the operation of the temporary staffing businesses and customer
lists associated with the temporary staffing businesses that were acquired.
Prior to the acquisition, ELS provided outsourced human resource services to its
clients nationwide. In addition, ELS owned and operated 10 temporary staffing
locations. These 10 staffing locations on a combined basis have annualized
revenue of approximately $10 million (unaudited) for 2004. The temporary
staffing locations being acquired by the Registrant are complementary to the
services already provided by the Registrant and the Registrant plans to continue
the business operations of these 10 locations. As a result, the acquisition of
these assets and businesses will significantly expand the geographic scope of
our operations. With these acquired locations, the Registrant will have a total
of 11 locations consisting of four locations in Florida, four locations in Ohio
and three locations in New York.
Pursuant to the Asset Acquisition Agreement, the Registrant agreed to:
o Issue an aggregate of 13,000,000 shares of our restricted common
stock to ELS or its principal shareholders of ELS; and
o Issue a demand promissory note to ELS in the principal amount of
$1,213,000, which accrues interest at the rate of 10% per annum,
representing the Registrant's agreement to pay certain liabilities
that were incurred in the course of operating the assets and
businesses being acquired. See the Asset Purchase Agreement for a
more detailed description of these liabilities.
The foregoing summary of the Asset Purchase Agreement is qualified in its
entirety by reference to the Asset Purchase Agreement, which is attached as
Exhibit 2.1 to this Form 8-K.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 7, 2005, the Registrant acquired certain assets of ELS, Inc. See
Item 1.01, "Entry into a Material Definitive Agreement," for a more detailed
description of the assets acquired, the nature of ELS' business, and the nature
and amount of consideration given in connection with the acquisition.
Item 3.02. Unregistered Sales of Equity Securities.
Effective February 7, 2005, the Registrant agreed to issue an aggregate of
13,000,000 shares of restricted common stock to ELS, Inc., or its principal
shareholders, in connection with the acquisition of certain assets of ELS, Inc.
See Item 1.01, "Entry into a Material Definitive Agreement." These shares shall
be issued in a transaction that is exempt from registration under the Securities
Act of 1933 ("Act") and comparable state securities laws, and the shares shall
be deemed to be "restricted securities" as defined in Rule 144 promulgated under
the Act and shall bear a restrictive legend as required by the Act.
Item 7.01. Regulation FD Disclosure.
On February 9, 2005,we issued a press release disclosing completion of the
acquisition of certain assets of ELS, Inc. A copy of the press release is
attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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In accordance with Item 9.01(a)(4) of Form 8-K, the financial statements
required by this Item 9.01 shall be filed by amendment to this Form 8-K no later
than April 23, 2005.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b)(2) of Form 8-K, the pro forma financial
information required by this Item 9(b) shall be filed by amendment to this Form
8-K no later than April 23, 2005.
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
2.1 Asset Purchase Agreement dated February 7, 2005, by and between ELS,
Inc. and Resolve Staffing, Inc. (without Schedule "A"thereto).
2.2 Promissory Note.
99.1 Press Release dated February 9, 2005 announcing the acquisition.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOLVE STAFFING, INC.
Dated: February 9, 2005 By: /s/ Ron Heineman
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Ron Heineman, CEO
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