UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
[X] Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number 0-29485
RESOLVE STAFFING, INC.
--------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA
-------------------------------
(State or Other Jurisdiction of
Incorporation or Organization)
33-0850639
(IRS Employer Identification No.)
3235 OMNI DRIVE
CINCINNATI, OH 45245
---------------------------------------
(Address of Principal Executive Offices)
(800) 894-4250
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year,
If changed since Last Report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 26, 2005, there were
outstanding 14,789,101 shares of common stock, par value $0.0001, and no shares
of preferred stock.
1
RESOLVE STAFFING, INC.
FORM 10-QSB/A FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated balance sheets as of June 30, 2005 and
December 31, 2004 3
Consolidated statements of operations for the three and six months
ended June 30, 2005 and 2004 4
Consolidated statements of cash flows for the six months
ended June 30, 2005 and 2004 5
Notes to consolidated financial statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 16
ITEM 3. CONTROLS AND PROCEDURES 19
PART II OTHER INFORMATION
ITEM 4. CHANGES IN SECURITIES 20
ITEM 5. OTHER INFORMATION 20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 20
2
RESOLVE STAFFING, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005 AND DECEMBER 31, 2004
ASSETS 2005 2004
----------- -----------
Current Assets
Cash and cash equivalents $ 131,285 $ 75,356
Accounts receivable, net of allowance for bad
debts of $21,494 for 2005 and $7,890 for 2004 2,113,064 1,039,187
Prepaid and other assets 559,517 482,308
----------- -----------
Total current assets 2,803,866 1,596,851
Property and Equipment
Property and equipment 501,524 312,297
Less: Accumulated depreciation 212,979 162,342
----------- -----------
Net property and equipment 288,545 149,955
Other Assets
Goodwill 3,098,149 640,000
Non Compete 191,909 --
----------- -----------
Total other assets 3,290,058 640,000
----------- -----------
Total Assets $ 6,382,469 $ 2,386,806
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank overdraft $ -- $ 37,871
Accounts payable 709,884 300,242
Accrued salaries and payroll taxes 333,651 132,772
Line of credit 2,110,071 400,000
Notes payable 408,454 125,621
Notes payable - related party 2,514,828 924,033
----------- -----------
Total current liabilities 6,076,888 1,920,539
----------- -----------
Long Term Liabilities
Notes payable 435,644 393,556
----------- -----------
Total long term liabilities 435,644 393,556
----------- -----------
Stockholders' (Deficit) Equity
Common stock, $.0001 par value, 50,000,000 shares
authorized, issued and outstanding: June 30, 2005 - 14,639,101 shares; December 31,
2004 - 13,000,000 shares 1,464 1,300
Paid-in capital 1,129,534 989,698
Accumulated deficit (1,261,061) (918,287)
----------- -----------
Total stockholders' (deficit) equity (130,063) 72,711
----------- -----------
Total Liabilities and Stockholders'
(Deficit) Equity $ 6,382,469 $ 2,386,806
=========== ===========
See accompanying notes to these financial statements.
3
RESOLVE STAFFING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
------------ ------------ ------------ ------------
Service Revenues $ 5,421,811 $ 678,507 $ 8,100,261 $ 1,012,777
Cost of Services 4,337,104 590,052 6,509,793 896,851
------------ ------------ ------------ ------------
Gross Margin 1,084,707 88,455 1,590,468 115,926
Operating Expenses
Legal & professional fees 55,615 3,718 97,451 6,718
Advertising/Promotion 44,630 2,342 69,444 4,463
Salaries and benefits 624,396 54,212 953,461 150,241
Taxes and Licenses 110 1,397 217 1,682
Rent & leases 70,272 6,036 120,871 11,751
Travel & entertainment 13,684 241 20,184 966
Administrative expenses 389,134 25,497 568,357 41,682
------------ ------------ ------------ ------------
1,197,841 93,443 1,829,985 217,503
Total operating expenses
------------ ------------ ------------ ------------
Loss From Operations (113,134) (4,988) (239,517) (101,577)
Other Expenses
Interest expense (72,731) -- (103,257) --
------------ ------------ ------------ ------------
Net other expenses (72,731) -- (103,257) --
------------ ------------ ------------ ------------
Net Loss $ (185,865) $ (4,988) $ (342,774) $ (101,577)
============ ============ ============ ============
Loss Per Share
Basic and diluted $ (.01) $ (.00) $ (.02) $ (.01)
============ ============ ============ ============
Weighted Average Number of Shares Outstanding used to Calculate
Loss Per Share
Basic and diluted 14,578,661 13,000,000 14,244,368 13,000,000
============ ============ ============ ============
See accompanying notes to these financial statements.
4
RESOLVE STAFFING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
2005 2004
----------- -----------
Cash Flows From Operating Activities
Net loss $ (342,774) $ (101,577)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization 50,639 --
Common stock issued for services 10,000 --
Change in allowance for doubtful accounts 5,340 --
Amortization of intangibles 2,091 --
Decrease (increase) in current assets:
Accounts receivable (913,510) (104,143)
Prepaid and other assets 7,941 (39,129)
Increase (decrease) in current liabilities:
Accounts payable 281,879 6,524
Accrued salaries and payroll taxes 200,881 (59,672)
----------- -----------
Total adjustments (354,739) (196,420)
Net cash used in operating activities (697,513) (297,997)
----------- -----------
Cash Flows From Investing Activities
Purchase of property and equipment (118,706) --
Acquisition of net assets of subsidiaries, net of cash (346,000) --
----------- -----------
Net cash used in investing activities (464,706) --
----------- -----------
Cash Flows From Financing Activities
Repayment of bank overdraft (37,871) (8,416)
Proceeds from line of credit 1,710,071 --
Payments from notes payable (53,179) --
Borrowings from (repayments to) stockholders (400,873) 306,413
----------- -----------
Net cash provided by financing activities 1,218,148 297,997
----------- -----------
Net Increase in Cash and Cash Equivalents 55,929 --
Cash and Cash Equivalents, Beginning of the Period 75,356 --
----------- -----------
Cash and Cash Equivalents, End of the Period $ 131,285 $ --
=========== -----------
5
RESOLVE STAFFING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
NON-CASH INVESTING AND FINANCING ACTIVITIES
In connection with the Combination on February 7, 2005, described below in the
Basis of Presentation section of the notes to consolidated financial statements,
ELS was deemed to be the acquiring company for accounting purposes and the
Combination was accounted for as a reverse acquisition under the purchase method
of accounting for business combinations in accordance with accounting principles
generally accepted in the United States. In conjunction with this transaction,
Resolve issued 13,000,000 shares of restricted common stock valued at $130,000
and a note payable in the amount of $1,500,000 in exchange for 100% of the
ownership interest in 4 entities with 10 staffing locations. The fair value of
the assets and liabilities assumed, on the date of acquisition were as follows:
Accounts receivable $ 30,457
Prepaid and other assets 48,483
Property and equipment 15,280
Goodwill 2,026,496
Accounts payable and accrued liabilities (71,472)
Notes payable (419,244)
-----------
$ 1,630,000
===========
Acquisition of Entities from Unrelated Parties
On various dates during the six months ended June 30, 2005, Resolve Staffing,
Inc., entered into purchase agreements ("Agreements"), to acquire all of the
assets and/or ownership of various separate privately-held entities owned and
operated by unrelated parties located in Erie, Pennsylvania, Buffalo, New York,
upstate New York, and Southern California. Pursuant to the acquisition
agreements, Resolve acquired a total of 10 temporary employee staffing locations
from the newly acquired entities.
Resolve issued notes payable in the amount of $289,000 in exchange for the
assets and liabilities of the above staffing entities as described below. The
following table summarizes the estimated fair value, of the assets acquired and
liabilities assumed, on the date of acquisition of each entity:
Accounts receivable $ 135,252
Property and equipment 2,139
Other assets 144,000
Goodwill 225,426
Non-compete agreements
Accounts payable and accrued expenses (56,292)
Notes payable (161,525)
---------
$ 289,000
=========
The financial results of these acquired entities are included in the
consolidated financial statements from the date of acquisition.
See accompanying notes to these financial statements.
6
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization and Nature of Operations
Resolve Staffing, Inc., ("Resolve" or the "Company") was organized under the
laws of the State of Nevada on April 9, 1998. Integra Staffing, Inc.,
("Integra") is a wholly owned subsidiary that was organized under the laws of
the State of Florida on August 16, 1999 (collectively referred to as "Resolve")
and acquired in 2001. The Company is a national provider of outsourced human
resource services with 22 offices reaching from California to New York. The
Company provides a full range of supplemental staffing and outsourced solutions,
including solutions for temporary, temporary-to-hire, or direct hire staffing in
the clerical, office administration, customer service, professional and light
industrial categories.
On January 24, 2005, Resolve acquired certain assets from Solaris Staffing, Inc.
These assets included the operations of certain temporary staffing offices
located in upstate New York. The aggregate purchase price was $125,000, of which
$90,000 has been paid to date.
On February 20, 2005, Resolve acquired SupportStaff Employment Services, a
full-service staffing firm located in Sebring, FL. The aggregate purchase price
was $75,000, which has been paid in full.
On April 1, 2005 Resolve opened a new temporary staffing location in Salisbury,
North Carolina.
On May 9, 2005, Resolve acquired certain assets from Pride Staffing, Inc. These
assets include a temporary staffing office located in Erie, PA.
On June 13, 2005 Resolved acquired The Arnold Group, a Southern California
staffing firm.
On June 20, 2005 Resolve acquired Taylor Personnel Services, a Buffalo, New York
staffing firm.
Acquisition of Entities from Related Parties
On February 7, 2005, Resolve Staffing, Inc., entered into an equity purchase
agreement ("Agreement"), to purchase ELS Personnel Services ("ELS") (the
"Combination") from Employee Leasing Services, Inc., ("ELS Inc."), a
privately-held company located in Cincinnati, Ohio. The Company's Chief
Executive Officer and director, Ronald Heineman, is a principal shareholder,
officer and director of ELS. Pursuant to the equity purchase agreement, Resolve
acquired the ownership interest in the group of companies which comprised ELS
Personnel Services, (ELSP Personnel Services, LLC, Five Star Staffing, Inc.,
Five Star Staffing (NY), Inc., and American Staffing Resources, Ltd.) comprising
a total of 10 temporary employee staffing locations. See Basis of Presentation
section for discussion of accounting treatment of the acquisition of ELS.
Employee Leasing Services, Inc., operated 3 locations and acquired the 7
temporary employee staffing locations throughout fiscal 2004. ELS Inc. acquired
3 locations from Five Star Staffing, Inc., in August 2004, 3 locations from Five
Star Staffing (NY), Inc., in November 2004 and 1 location from American Staffing
Resources, Ltd., in November 2004. Prior to ELS Inc.'s acquisition of these
entities, these entities were owned and operated by unrelated third parties in
various locations throughout Florida, New York and Ohio.
In connection with the Combination on February 7, 2005, described below in the
Basis of Presentation section of these notes to consolidated financial
statements, ELS was deemed to be the acquiring company for accounting purposes
and the Combination was accounted for as a reverse acquisition under the
purchase method of accounting for business combinations in accordance with
accounting principles generally accepted in the United States.
7
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
(CONTINUED)
The acquisition of the ELS entities was treated as a reverse acquisition for
financial accounting purposes and therefore the accompanying comparative
financial information is that of ELS rather than the historical financial
statements of Resolve Staffing, Inc.
In connection with the Combination on February 7, 2005, described below in the
Basis of Presentation section of the notes to consolidated financial statements,
ELS was deemed to be the acquiring company for accounting purposes and the
Combination was accounted for as a reverse acquisition under the purchase method
of accounting for business combinations in accordance with accounting principles
generally accepted in the United States. In conjunction with this transaction,
Resolve issued 13,000,000 shares of restricted common stock valued at $130,000
and a note payable in the amount of $1,500,000 in exchange for 100% of the
ownership interest in 3 entities with 10 staffing locations. The fair value of
the assets and liabilities assumed, on the date of acquisition were as follows:
Accounts receivable $ 30,457
Prepaid and other assets 48,483
Property and equipment 15,280
Goodwill 2,026,496
Accounts payable and accrued liabilities (71,472)
Notes payable (419,244)
-----------
$ 1,630,000
===========
Acquisition of Entities from Unrelated Parties
On various dates during the six months ended June 30, 2005, Resolve Staffing,
Inc., entered into purchase agreements ("Agreements"), to acquire all of the
assets and/or ownership of 4 separate privately-held entities owned and operated
by unrelated parties, SupportStaff Employment Services, Pride Staffing, Taylor
Personnel Services Inc., and The Arnold Group, located in Sebring, Florida,
Erie, Pennsylvania, Buffalo, New York, and Southern California, respectively.
Pursuant to the acquisition agreements, Resolve acquired a total of 4 temporary
employee staffing locations from the three newly acquired entities.
Resolve paid cash and issued notes payable in the amount of $635,000 in exchange
for the assets and liabilities of the 4 staffing entities as described below.
The following table summarizes the estimated fair value of the assets acquired
and liabilities assumed, on the date of acquisition:
Accounts receivable $ 135,252
Other assets 36,667
Property and equipment 55,244
Goodwill 431,654
Non-compete agreements 194,000
Accounts payable (56,292)
Notes payable (161,525)
---------
$ 635,000
=========
To date the books and records of the locations acquired have not been audited,
and therefore the allocation of the purchase price is subject to refinement.
8
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
(CONTINUED)
In conjunction with the acquisitions in 2005, $2,460,000 has been assigned to
goodwill. Approximately $480,000 of the goodwill is expected to be deductible
for tax purposes.
The financial results of these acquired entities, from both the first and second
quarter, are included in the consolidated financial statements from the date of
acquisition.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions incorporated in
Regulation S-B, Item 310(b) of the Securities and Exchange Commission.
Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The financial statements are unaudited, but in
the opinion of management, all adjustments (consisting of normal recurring
adjustments and accruals) considered necessary for a fair presentation of the
Company's financial position, results of operations and cash flows for the six
months ended June 30, 2005 and 2004 have been included.
These statements are not necessarily indicative of the results to be expected
for the full fiscal year. These statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Form 10-KSB
for the year ended December 31, 2004 as filed with the Securities and Exchange
Commission.
Because the owners of ELS held approximately 90% of the Company's outstanding
common stock after the Combination, as well as the Company's analysis of the
other criteria used for determining which entity is the accounting acquirer
under SFAS No. 141, ELS is deemed to be the acquiring company for accounting
purposes and the Combination has been accounted for as a reverse acquisition
under the purchase method of accounting for business combinations in accordance
with accounting principles generally accepted in the United States. Accordingly,
historical financial statements prior to the Combination reflect those of ELS.
The audited financial statements of Resolve for each of the two years ended
December 31, 2004 are included in the Resolve Staffing, Inc. Annual Report on
Form 10-KSB, filed with the Securities and Exchange Commission (the "SEC"). The
audited financial statements of the entities which comprised the temporary
staffing division of ELS, Inc. for the two years ended December 31, 2004, or
such time as the entity was under the control of ELS, Inc. through December 31,
2004 will be included in Resolve Staffing, Inc.'s Current Report on Form 8-K/A
which the Company anticipates filing with the SEC prior to December 10, 2005.
Principles of Consolidation
The consolidated financial statements at June 30, 2005 include the accounts of
the Company and its subsidiaries: ELS Personnel Services, LLC, Five Star
Staffing, Inc., Five Star Staffing (NY), Inc., American Staffing Resources, Ltd,
and Taylor Personnel Services. All significant inter-company accounts and
transactions have been eliminated in preparing the accompanying financial
statements.
9
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
(CONTINUED)
Revenue Recognition
Staffing and managed service revenue and the related labor costs and payroll are
recorded in the period in which services are performed. The Company follows
Emerging Issues Task Force ("EITF") 99-19, "Reporting Revenue Gross as a
Principal versus Net as an Agent," in the presentation of revenues and expenses.
This guidance requires Resolve to assess whether it acts as a principal in the
transaction or as an agent acting on behalf of others. In situations where
Resolve is the principal in the transaction and has the risks and rewards of
ownership, the transactions are recorded gross in the consolidated statements of
operations.
Stock Based Employee Compensation:
Resolve accounts for and reports its stock-based employee compensation
arrangements using the intrinsic value method as prescribed in Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
25"), Financial Accounting Standards Board Interpretation No, 44, Accounting for
Certain Transactions Involving Stock Compensation ("FIN 44"), and Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation
- - Transition and Disclosure ("SFAS 148"). Accordingly, compensation cost for
stock options and warrants are measured as the excess, if any, of the fair value
of the Company's stock at the date of grant over the stock option exercise
price. Resolve accounts for stock issued to non-employees in accordance with the
provisions of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation ("SFAS 123"). Under SFAS 123, stock option awards
issued to non-employees are accounted for at their fair value on the date
issued, where fair value is determined using the Black-Scholes option pricing
method.
There are no differences between the historical and pro-forma stock based
compensation value.
Recent Accounting Principles
Effective as of December 31, 2004, the Company adopted the revised
interpretation of Financial Accounting Standards Board (FASB) Interpretation No.
46 (FIN 46), "Consolidation of Variable Interest Entities," (FIN 46-R). FIN 46-R
requires that certain variable interest entities be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The Company does not have any
investments in entities it believes are variable interest entities for which the
Company is the primary beneficiary.
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment (SFAS No. 123R). FAS No. 123R revised SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and its related implementation guidance. SFAS No.
123R will require compensation costs related to share-based payment transactions
to be recognized in the financial statement (with limited exceptions). The
amount of compensation cost will be measured based on the grant-date fair value
of the equity or liability instruments issued. Compensation cost will be
recognized over the period that an employee provides service in exchange for the
award.
10
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
(CONTINUED)
In April 2005, the Securities and Exchange Commission adopted a new rule that
amends the compliance dates for SFAS No. 123R. The Statement requires that
compensation cost relating to share-based payment transactions be recognized in
financial statements and that this cost be measured based on the fair value of
the equity or liability instruments issued. SFAS No. 123R covers a wide range of
share-based compensation arrangements including share options, restricted share
plans, performance-based awards, share appreciation rights, and employee share
purchase plans. The Company will adopt SFAS No. 123R on January 1, 2006 and is
currently evaluating the impact the adoption of the standard will have on the
Company's results of operations.
In March 2005, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 107 ("SAB No. 107"), Share-Based Payment, providing
guidance on option valuation methods, the accounting for income tax effects of
share-based payment arrangements upon adoption of SFAS No. 123R, and the
disclosures in MD&A subsequent to the adoption. The Company will provide SAB No.
107 required disclosures upon adoption of SFAS No. 123R on January 1, 2006 and
is currently evaluating the impact the adoption of the standard will have on the
Company's financial condition, results of operations, and cash flows.
In December 2004, FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets- An
Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting
for Nonmonetary Transactions, is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early
application is permitted and companies must apply the standard prospectively.
The adoption of this standard is not expected to have a material effect on the
Company's results of operations or financial position.
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Errors
Corrections, a replacement of APB Opinion No. 20 and FAS No. 3. The Statement
applies to all voluntary changes in accounting principle, and changes the
requirements for accounting for and reporting of a change in accounting
principle. SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impractical.
APB Opinion No. 20 previously required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. SFAS No.154
improves the financial reporting because its requirements enhance the
consistency of financial reporting between periods.
11
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS
As reflected in the accompanying financial statements, the Company has a working
capital deficiency and a stockholder's deficit of $3,273,024 and $130,063,
respectively, as of June 30, 2005. In addition, the Company has incurred
substantial losses and has been dependent upon the financial support of
stockholders, management and other related parties.
Management has successfully obtained additional financial resources, which the
Company believes will support operations until profitability can be achieved.
These financial resources include financing from both related and non-related
third parties, as discussed in the accompanying footnotes to the financial
statements. There can be no assurance that management will be successful in
these efforts. The financial statements do not reflect any adjustments that may
arise as a result of this uncertainty.
NOTE C - NOTES PAYABLE
Note Payable
During May and June 2002, Resolve Staffing, Inc. obtained loans from an
unrelated individual for a total of $40,000. The underlying notes payable bear
interest at 12% per annum payable quarterly in arrears and are secured by the
accounts receivable of the Company. The maturities were extended to July 3,
2004, and have subsequently been extended to be due on demand.
Revolving Note
On March 3, 2005, Resolve Staffing, Inc., secured a revolving note from Fifth
Third Bank for an amount of $1,900,000 with a maturity date of June 1, 2006.
Interest is payable on the principal balance outstanding on a monthly basis, at
the bank's prime rate. Borrowings under this note are limited to 80% of the
Company's accounts receivable balance which have been outstanding for less than
90 days.
Term Note
On March 3, 2005, Resolve Staffing, Inc., secured a term note ("note") from
Fifth Third Bank for an amount of $465,000 with a maturity date of September 1,
2009. The outstanding balance of the Note is to be paid in 53 installments of
principal and interest, each in the amount of $9,845, commencing April 1, 2005.
Interest is payable on the principal balance outstanding at a rate of 6.6% per
annum.
12
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE D - NOTES PAYABLE - RELATED PARTY
Notes payable-related party represents aggregate borrowings totaling $91,500 to
William Brown, a director and shareholder of Resolve Staffing, Inc. The
underlying note bears interest at 5% and is due on March 31, 2004. Resolve has a
verbal agreement to extend the maturity on a month to month basis.
On December 8, 2003, Resolve Staffing, Inc. entered into a non-interest bearing
short-term credit agreement with ELS, Inc that provides for borrowings of up to
$200,000. ELS, Inc. is a company owned by Ronald Heineman, the Company's Chief
Executive Officer. The underlying promissory note is secured by 400,000 shares
of common stock that were released to an escrow agent, but not issued for
accounting or reporting purposes. As of June 30, 2005, there was $923,328
outstanding under this agreement. Balances due under the credit agreement were
originally due May 8, 2004. On June 1, 2005, the agreement was amended to extend
the line to a maximum of $1,000,000. The line of credit bears interest at prime
plus one percent (currently 7.0%) and is payable upon demand.
On February 7, 2005 Resolve entered into a loan agreement with ELS, Inc. a
company owned by Resolve's Chief Executive Officer, Ron Heineman, for the
principal sum of $1,500,000 for the purchase of ELS Personnel Services. The note
bears interest at prime plus one percent (currently 7.0%) and is payable upon
demand.
NOTE E - STOCKHOLDERS' EQUITY
On February 7, 2005, Resolve Staffing, Inc., entered into an equity purchase
agreement ("Agreement"), to purchase ELS Personnel Services ("ELS") (the
"Combination") from Employee Leasing Services, Inc., ("ELS Inc."), a
privately-held company located in Cincinnati, Ohio. The Company's Chief
Executive Officer and director, Ronald Heineman, is a principal shareholder,
officer and director of ELS. Pursuant to the equity purchase agreement, Resolve
acquired the ownership interest in the group of companies which comprised ELS,
(Five Star Staffing, Inc., Five Star Staffing (NY), Inc., and American Staffing
Resources, Ltd.) comprising a total of 10 temporary employee staffing locations.
See Basis of Presentation section for discussion of accounting treatment of the
acquisition of ELS.
The aggregate purchase price was $1,630,000, including 13,000,000 shares of the
Company's restricted common stock valued at $130,000 based on management's
estimate of the fair value of the restricted common stock, and a demand
promissory note in the principal amount of $1,500,000, which accrues interest at
the rate of 10% per annum. The agreement does not specify any contingent
payments, options or other commitments.
Common Stock Warrants
As of June 30, 2005 there were 851,320 stock warrants outstanding which are due
to expire on June 30, 2007. Each warrant has an exercise price of $.75 per share
price. All stock warrants are exercisable.
NOTE F - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest during the six months ended June 30, 2005 and 2004
amounted to $103,257 and $0 respectively.
NOTE G - NET LOSS PER SHARE
Net loss per share is computed based upon the weighted outstanding shares of the
Company's common stock for each period presented. The weighted average number of
shares excludes 851,320 common stock equivalents, representing principally
warrants and stock options, since the effect of including them would be
anti-dilutive.
13
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
NOTE H - SUBSEQUENT EVENTS
On August 22, 2005 Resolve acquired Truckers Plus, Inc., a thirteen location
truck driver staffing firm headquartered in Nashville, Tennessee.
On September 14, 2005 Resolve acquired Delta Staffing, a Southern California
staffing firm.
On September 30, 2005 Resolve acquired Midwest Staffing, a medical staffing firm
located in Oklahoma City, Oklahoma.
On October 31, 2005, Resolve acquired Project Solvers, located in New York, New
York, and Star Personnel, located in Ashland, Kentucky.
On or about September 26, 2005, Resolve received a comment letter from the
Securities and Exchange Commission ("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. 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.
On October 27, 2005, Resolve filed a Form 8-K regarding the letter from the
Commission. On November 7, 2005, the 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 then filed an amendment to
that Form 8-K, designed to make additional disclosures and address the
Commission's comments.
The Registrant's officers, with the concurrence of the board of directors,
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
disclosures and accurately present the financial results that are necessary and
required to report the acquisitions made by the Registrant, as discussed above.
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.
NOTE I - PROFORMA INFORMATION
The interim financial statements for the six months ended June 30, 2005 are
presented in accordance with accounting principles generally accepted in the
United States (GAAP), which requires that the financial results of these
acquired entities (as detailed in Footnote A) are included in the consolidated
financial statements from the date of acquisition. As a result, the consolidated
statement of operations does not include the activity of the acquired companies,
including the acquisition of Resolve which has been recorded a reverse
acquisition, for the period from January 1, 2005 to the respective dates of
acquisition.
Presented below is the unaudited pro forma statement of operations for the six
months ended June 30, 2005 as if the acquisition of Resolve from related parties
(Note A) had been acquired January 1, 2005.
14
RESOLVE STAFFING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
Pro-forma adjustments for
------------------------------------------
Actual six
months ended Resolve Adjusted
June 30, 2005 Staffing, Inc. June 30, 2005
------------- -------------- ---------- --------- -------------
Service Revenues $ 8,100,261 $ 45,069 $ 8,145,330
Cost of Services 6,509,793 -- 6,509,793
----------- ----------- -----------
Gross Margin 1,590,468 45,069 1,635,537
----------- ----------- -----------
Operating Expenses
Legal and professional fees 97,451 25,964 123,415
Advertising/Promotion 69,444 -- 69,444
Salaries and benefits 953,461 -- 953,461
Taxes & licences 217 -- 217
Rent & leases 120,871 1,183 122,054
Travel & entertainment 20,184 -- 20,184
Administrative expenses 568,357 36,520 604,877
----------- ----------- -----------
Total operating expenses 1,829,985 63,667 1,893,652
Profit (Loss) From Operation (239,517) (18,598) (258,115)
Other Expenses
Interest expense (103,257) (400) (103,657)
----------- ----------- -----------
Net other expenses (103,257) (400) (103,657)
Net Loss $ (342,774) $ (18,998) $ (361,772)
----------- ----------- -----------
Pro-forma earnings per share information for the six months ended June 30, 2005:
Basic weighted average shares outstanding: 14,558,991
Pro forma basic net loss per common share: $(.02)
The Company has been unable to obtain the necessary information to present
pro-forma financial information reflecting the combined operations of Resolve
Staffing, Inc, and the various acquired staffing locations from unrelated
parties, for the period ended June 30, 2005. This current Report on Form
10-QSB/A will be supplemented by amendment to provide the necessary comparative
pro-forma information as soon as the information becomes available.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report and other reports, as well as other written and oral statements made
or released by us, may contain forward-looking statements. Forward-looking
statements are statements that describe, or that are based on, our current
expectations, estimates, projections and beliefs. Forward-looking statements are
based on assumptions made by us, and on information currently available to us.
Forward-looking statements describe our expectations today of what we believe is
most likely to occur or may be reasonably achievable in the future, but such
statements do not predict or assure any future occurrence and may turn out to be
wrong. You can identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. The words "believe,"
"anticipate," "intend," "expect," "estimate," "project", "predict", "hope",
"should", and "may", other words and expressions that have similar meanings, and
variations of such words and expressions, among others, usually are intended to
help identify forward-looking statements.
Forward-looking statements are subject to both known and unknown risks and
uncertainties and can be affected by inaccurate assumptions we might make.
Risks, uncertainties and inaccurate assumptions could cause actual results to
differ materially from historical results or those currently anticipated.
Consequently, no forward-looking statement can be guaranteed. The potential
risks and uncertainties that could affect forward looking statements include,
but are not limited to the ability to raise needed financing, increased
competition, extent of the market demand for and supply of goods and services of
the types provided by the Company, governmental regulation, performance of
information systems, and the ability of the Company to hire, train and retain
qualified employees. In addition, other risks, uncertainties, assumptions, and
factors that could affect the Company's results and prospects have been and may
further be described in the Company's prior and future filings with the
Securities and Exchange Commission and other written and oral statements made or
released by the Company.
We caution you not to place undue reliance on any forward-looking statements,
which speak only as of the date of this document. The information contained in
this report is current only as of its date, and we assume no obligation to
update any forward-looking statements.
The financial information set forth in the following discussion should be read
in conjunction with, and qualified in its entirety by, the Company's unaudited
consolidated financial statements and notes included herein. The results
described below are not necessarily indicative of the results to be expected in
any future period. Certain statements in this discussion and analysis, including
statements regarding our strategy, financial performance and revenue sources,
are forward-looking information based on current expectations and entail various
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Readers are referred to
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004.
RESULTS OF OPERATIONS
COMPARISON OF CONSOLIDATED OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2005
AND 2004.
As discussed above, the Company entered into a reverse acquisition transaction
between ELS and Resolve on February 7, 2005. Prior period amounts presented on
the consolidated balance sheet, statement of operations, and cash flows reflect
the balances of ELS only, as ELS is deemed to be the acquirer for accounting
purposes.
Our net loss increased from $4,988 for the three months ended June 30, 2004 to
$185,865 for the three months ended June 30, 2005. A line-by-line discussion of
our results of operations is as follows:
16
Revenues for the three months ended June 30, 2004 compared to 2005 increased
from $678,507 to $5,421,811 or a 699% increase. This increase is attributable to
the acquisition, and opening, of new locations in 2005. Resolve has grown from
the ELS locations in 2004 to 22 locations as of June 30, 2005.
Our cost of services increased from $590,052 for the three months ended June 30,
2004 to $4,337,104 for the three months ended June 30, 2005. This increase was
largely due to the increased revenues as noted above. However, as a percentage
of revenue, our cost of services decreased from 87% to 80%, which is
attributable to an increase in higher margin staffing opportunities in new
markets and better control of worker's comp and insurance costs.
For the three months ended June 30, 2005 and 2004 the major categories of
expenses, as a percent of revenue were as follows:
2005 2004
---- ----
Legal & professional 1% 1%
Advertising & promotion 1% 0%
Salaries & benefits 12% 8%
Taxes & licenses 0% 0%
Rent & leases 1% 1%
Travel & entertainment 0% 0%
Administrative expenses 7% 4%
Legal & professional expense increased from $3,718 in 2004 to $55,615 in 2005,
reflecting an increase in accounting and legal costs associated with audits and
the acquisition of new locations.
Advertising and promotion expense increased from $2,342 in 2004 to $44,630 in
2005, reflecting an increased level of outside advertising and promotion. This
increase is attributable to the additional locations. Advertising and promotion
expense was relatively unchanged, as a percent of total sales.
Salaries and benefits increased from $54,212 in 2004 to $624,396 in 2005,
reflecting an increase in administrative and management compensation required to
operate the increased number of locations. As a percent of sales, this
represents an increase from 8% in 2004 to 12% in 2005.
Taxes & licenses decreased slightly from $1,397 in 2004 to $110 in 2005.
Rent & leases expense increased from $6,036 in 2004 to $70,272 in 2005,
reflecting an increase in the total locations being operated as a result of the
recent acquisitions. Resolve has increased from the ELS locations in 2004 to a
total of 22 locations as of June 30, 2005. Rent and lease expense was relatively
unchanged, as a percent of sales.
Travel & entertainment increased from $241 in 2004 to $13,684 in 2005,
reflecting the increased effort by our staff to market our services on a
national basis.
Administrative expenses increased from $25,497 in 2004 to $389,134 in 2005. This
increase reflects increased expenses associated with operating multiple staffing
locations. These changes include increased cost of various administrative
expenses, which include, but are not limited to printing, postage, shipping,
computer support, and other various public company expenses.
Interest expense increased from $0 in 2004 to $72,731 in 2005. The change was
due to additional borrowing on the credit line and other notes payable
associated with our recent acquisitions.
COMPARISON OF CONSOLIDATED OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND
2004.
Our net loss increased from $101,577 for the six months ended June 30, 2004 to
$342,774 for the six months ended June 30, 2005. A line-by-line discussion of
our results of operations is as follows:
17
Revenues for the six months ended June 30, 2004 compared to 2005 increased from
$1,012,777 to $8,100,261 or a 700% increase. This increase is attributable to
the acquisitions, and opening, of new locations in 2005.
Our cost of services increased from $896,851 for the six months ended June 30,
2004 to $6,509,792 for the six months ended June 30, 2005. This increase was
largely due to the increased revenues as noted above. However, as a percentage
of revenue, our cost of services decreased from 89% to 80%.
For the six months ended June 30, 2005 and 2004, the major categories of
expenses as a percent of revenue were as follows:
2005 2004
---- ----
Legal & professional 1% 1%
Advertising & promotion 1% 0%
Salaries & benefits 12% 15%
Taxes & licenses 0% 0%
Rent & leases 1% 1%
Travel & entertainment 0% 0%
Administrative expenses 7% 4%
Legal & professional expense increased from $6,718 in 2004 to $97,451 in 2005,
reflecting an increase in accounting and legal costs associated with audits and
the acquisitions of new locations. As a percent of Sales, legal and professional
expenses remained relatively unchanged.
Advertising and promotion expense increased from $4,463 in 2004 to $69,444 in
2005, reflecting an increased level of outside advertising and promotion. This
increase is attributable to the additional locations.
Salaries and benefits increased from $150,241 in 2004 to $953,461 in 2005,
reflecting an increase in administrative and management compensation required to
operate the increased number of locations. As a percent of sales, this
represents a decrease from 15% in 2004 to 12% in 2005.
Taxes & licenses decreased slightly from $1,682 in 2004 to $217 in 2005.
Rent & leases expense increased from $11,751 in 2004 to $120,871 in 2005,
reflecting an increase in the total locations being operated as a result of the
recent acquisitions. Resolve has increased from the ELS locations in 2004 to a
total of 22 locations in 2005. Rent and lease expense was relatively unchanged,
as a percent of sales.
Travel & entertainment increased from $966 in 2004 to $20,184 in 2005,
reflecting the increased effort by our staff to market our services on a
national basis.
Administrative expenses increased from $41,682 in 2004 to $568,357 in 2005. This
increase reflects increased expenses associated with operating multiple staffing
locations. These changes include increased cost of various administrative
expenses, which include, but are not limited to printing, postage, shipping,
computer support, and other various public company expenses.
Interest expense increased from $0 in 2004 to $103,257 in 2005. The change was
due to additional borrowing on the credit line and other notes payable
associated with our recent acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
As reflected in the accompanying financial statements, the Company has a working
capital deficiency and a stockholder's deficit of $3,273,022 and $130,063,
respectively, as of June 30, 2005. In addition, the Company has incurred
substantial losses and has been dependent upon the financial support of
stockholders, management and other related parties.
18
Management has successfully obtained additional financial resources, which the
Company believes will support operations until profitability can be achieved.
These financial resources include financing from both related and non-related
third parties, as discussed in the footnotes to the financial statements. There
can be no assurance that management will be successful in these efforts. The
financial statements do not reflect any adjustments that may arise as a result
of this uncertainty.
FOR THE SIX MONTHS ENDED JUNE 30, 2005
For the six months ended June 30, 2005 we incurred a net loss of $342,774. Of
this loss, $52,730 was for depreciation and amortization and did not represent
the use of cash. Changes in accounts receivable, prepaid and other expenses,
offset by increases in accounts payable, payroll, salary, and other accruals
brought the total cash used by operations to $697,513.
Our average monthly revenue for the first six months of 2004 was $168,796, and
has increased to a monthly average of $1,350,043 for the first six months of
2005 and an average of $1,807,270 for the second quarter of 2005. Although we
have seen our average monthly revenues and business activity increase, we expect
to continue to incur losses for the foreseeable future.
We expect our operating expenses to increase significantly in the near future as
we attempt to build our brand and expand our customer base. We hope our expenses
will be funded from operations and short-term loans from officers, shareholders
or others; however, our operations may not provide such funds and we may not be
able obtain short-term loans from officers, shareholders or others. Our officers
and shareholders are under no obligation to provide additional loans to the
company.
ITEM 3. CONTROLS AND PROCEDURES
As required by Rule 13a-14 under the Securities Exchange Act of 1934, as of the
end of the period covered by this report, Resolve carried out an evaluation of
the effectiveness of the design and operation of Resolve's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of Resolve's management, including Resolve's Chief Executive
Officer, who concluded that Resolve's disclosure controls and procedures are
effective. There have been no significant changes in Resolve's internal controls
or in other factors, which could significantly affect internal controls
subsequent to the date Resolve carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Resolve's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in Resolve's reports filed under the
Exchange Act is accumulated and communicated to management, including Resolve's
Chief Executive Officer, to allow timely decisions regarding required
disclosure.
19
PART II - OTHER INFORMATION
ITEM 4. CHANGES IN SECURITIES
On August 20, 2004, the Board of Directors, with a written consent of
shareholders, approved a one for five reverse split of the Company's common
stock. An Information Statement was mailed on or about November 30, 2004 to the
holders of record at the close of business on November 25, 2004, of the common
stock, $.0001 par value per share (the "Common Stock") of Resolve Staffing, Inc.
(the "Company"), in connection with action by written consent to authorize and
approve the filing of an amendment to the Company's Articles of Incorporation
for the purpose of effecting:(i) a reverse stock split of the outstanding shares
of the Company's Common Stock on a one-for-five basis, with no fractional shares
to issue for any uneven or odd number of shares. The Reverse Split shall be
accomplished by using rounding up principals rather than issuing any fractional
shares of common stock or cash in lieu of fractional shares; (ii) maintaining
the par value of the Company's Common Stock at $.0001; and (iii) maintaining the
current number of shares of Common Stock the Company is authorized to issue at
50,000,000. Members of the Board of Directors and three shareholders owned or
had voting authority represents approximately 73% of the total outstanding votes
of all issued and outstanding shares of Common Stock of the Company and such
votes were sufficient to approve the action on the record date of November 25,
2004. The reverse split took place on December 28, 2004.
On February 7, 2005, Resolve Staffing, Inc., entered into an equity purchase
agreement ("Agreement"), to purchase ELS Personnel Services ("ELS") from
Employee Leasing Services, Inc., ("ELS Inc."), a privately-held company located
in Cincinnati, Ohio. Resolve issued a total of 13,000,000 shares of common stock
as part of the payment for the acquisition. See Item 5. Other Information for
additional information. In accordance with SFAS No. 141 - Business Combinations,
the transaction has been recorded as a reverse acquisition whereby ELS is
considered the accounting acquirer.
On May 25, 2005, Resolve Staffing, Inc. issued 100,000 shares to certain
employees as part of their compensation.
ITEM 5. OTHER INFORMATION
April 21, 2005, William Walton joined the Board of Directors of Resolve
Staffing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 31.1 Certification by Ronald Heineman, Chief Executive
Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Exhibit 32.1 Certification by Ronald Heineman, Chief Executive
Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
(b) Reports on Form 8-K
We filed the following reports on Form 8-K during the first six
months of 2005:
Form 8-K, January 13, 2005, Item 5 - Change in Registrants Officers;
Reporting the Resignation of Michael Knox as an Officer.
Form 8-K, February 9, 2005, Item 1 - Entry into a Material
Definitive Agreement; Reporting the acquisition of ELS' Staffing
Division.
Form 8-K, April 21, 2005, Item 5- Change in Registrants Directors;
Reporting the addition of William Walton to the Board of Directors.
20
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RESOLVE STAFFING, INC.
Dated: December 9, 2005 /s/ Ronald Heineman
----------------------------------------
By: Ronald Heineman
Chief Executive Officer (principal
executive officer, director)
21