SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
November 11, 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)
3235 Omni Drive
Cincinnati, OH 45245
(Address of Principal Executive Offices)
(800) 894-4250
(Registrant's telephone number, including area code)
Item 4.02 Non-Reliance on Previously Issued Financial Statements
Preliminary Comment
On November 7, 2005, the U.S. Securities and Exchange Commission
("Commission") issued comments to the Registrant in connection with the
Commission's review of the Form 8-K filed by the Registrant on October 27, 2005.
The Registrant now files this amendment to that Form 8-K, designed to make
additional disclosures and address the Commission's comments. In that regard,
the following is intended to amend and supersede the Registrant's Form 8-K
filing of October 27, 2005.
Amended and Superseding Disclosures
The Registrant's officers, with the concurrence of the board of directors,
has determined that the financial statements contained in the Forms 10-QSB for
the periods ended March 31, 2005 and June 30, 2005 ("Reports"), should no longer
be relied upon because such Reports do not include the financial statement
disclosure and accurately present the financial results that are necessary and
required to report the acquisitions made by the Registrant, as disclosed in the
Registrant's Form 8-K filed on February 9, 2005.
On or about September 26, 2005, the Registrant received a comment letter
from the Commission subsequent to its review of the Registrant's Form 8-K filed
on February 9, 2005 disclosing certain business acquisitions ("Acquisitions")
made by the Registrant. The Registrant at the time believed that the accounting
treatment of the Acquisitions did not result in the Registrant deeming the
employee staffing division of ELS, Inc. ("ELS") as the accounting acquirer under
SFAS No. 141--Business Combinations. ELS Inc. is a large, privately-held company
that operated a separate employee staffing division, (ELS) that complimented its
other business segments, and it is ELS that has been determined to be the
accounting acquirer of the Acquisitions rather than the Registrant. Although
initially, the Registrant determined that the accounting acquirer was the
Registrant, upon further consideration and comment by the Commission, ELS has
been determined to be the accounting acquirer. Members of the Board of Directors
and officers of the Company have discussed this change as well as all other
items disclosed in the filing with the Registrant's auditors. ELS Inc. is the
seller in the Acquisitions.
Upon further consideration and additional interpretation of SFAS 141, as
it relates to the Acquisitions, the Registrant has determined that ELS is the
accounting acquirer. As a result of this determination, it is the Registrant's
intention to more fully comply with Item 310(c) of Regulation S-B by amending
the Form 8-K filed February 9, 2005 by including two years audited financial
statements of ELS (temporary staffing division) operated by ELS Inc. and the pro
forma financial information required by Item 310(C) of Regulation S-B.
In addition, once the Form 8-K is amended to include the accounting
treatment of the Acquisitions, the Registrant intends to further amend its
Reports filed for the periods ended March 31, 2005 and June 30, 2005. As a
result, the financial statements contained in the Reports should not be relied
upon until such amendments are filed, which the Registrant anticipates will be
completed within approximately 45 days from the date of this report.
Accounting Controls of the Registrant
The Registrant's officers that certified the financial disclosures
contained in the Reports have considered the effects of the Registrant's initial
described above accounting treatment of the Acquisitions compared to the
Registrant's reconsideration of SFAS 141 as it relates to the Acquisitions. In
their initial determination of the accounting treatment for the Acquisitions,
the Registrant and its certifying officers duly considered the interpretive
guidance offered by SFAS 141, coupled with the application of the factors
specifically contained in paragraphs 15-19 of SFAS 141, most notably paragraph
17. Based upon the Registrant's evaluation of the factors contained in paragraph
17 of SFAS 141, and further based upon preliminary discussions the Registrant
had with its auditors. The Registrant felt that its initial determination was
appropriate.
Further consideration, primarily driven by the comments issued to the
Registrant by the Commission, coupled with guidance offered by the accounting
staff at the Commission in reviewing its comments, caused the Registrant to
reconsider the application of SFAS 141 to the Acquisitions.
The Registrant and its certifying officers do not believe that there are
any deficiencies in its accounting controls and procedures as a result of the
sequence of events leading up to the filing of this amended Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
None.
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: November 11, 2005 /s/ Ronald E. Heineman
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Ronald E. Heineman, CEO