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
December 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)
3235 Omni Drive
Cincinnati,OH 45245
(Address of Principal Executive Offices)
(800) 894-4250
(Registrant's telephone number, including area code)
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Item 1.01. Entry into a Material Definitive Agreement.
On February 7, 2005, Resolve Staffing, Inc. ("Registrant") entered into an
agreement to purchase ELS Personnel Services ("ELS"), from Employee Leasing
Services, Inc. ("ELS Inc."), a privately-held company located in Cincinnati,
Ohio. Our Chief Executive Officer and director, Ronald Heineman, is a principal
shareholder of ELS Inc. and is also an officer and director of ELS. Pursuant to
the Purchase Agreement dated February 7, 2005, the Registrant acquired a total
of 10 temporary employee staffing locations from ELS Inc. The Registrant and ELS
Inc. originally entered into an Asset Purchase Agreement on February 7, 2005
("Asset Purchase Agreement") that provided for the sale and purchase of certain
of the assets and liabilities of the ELS Inc. On December 9, 2005, the purchase
was amended to become a stock purchase transaction.
Prior to the acquisition, ELS Inc. provided outsourced human resource services
to its clients nationwide. In addition, ELS Inc. owned and operated ELS
Personnel Services Division, four wholly owned subsidiaries with 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 this business will significantly expand the geographic scope of
Resolve's 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 Stock Purchase Agreement, the Registrant agreed to:
o Issue an aggregate of 13,000,000 shares of restricted common stock
to ELS Inc. or the principal shareholders of ELS Inc.; and
o Issue to the Seller a promissory note in an amount not to exceed
$1,500,000 ("Note"), payable on demand, representing the Purchaser's
obligation to repay the Seller the face amount of said Note for
indebtedness paid or assumed by the Seller and that is associated
with the Business.
The foregoing summary of the Purchase Agreement is qualified in its entirety by
reference to the Purchase Agreement, which is attached as Exhibit 2.1 to this
Form 8-K/A.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 7, 2005, the Registrant acquired equity interest in certain
companies from ELS, Inc. See Item 1.01, "Entry into a Material Definitive
Agreement," for a more detailed description of the equity interest acquired, the
nature of ELS' business, and the nature and amount of consideration given in
connection with the acquisition.
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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 equity interests
from 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 equity interests from 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.
The financial statements required by this Item 9.01 are included in the Exhibits
of this filing.
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(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9(b) are included in
the Exhibits of this filing.
(c) Exhibits.
Exhibit
Number Description
- ------ -----------
2.1 Stock Purchase Agreement dated December 9, 2005, by and between ELS,
Inc. and Resolve Staffing, Inc.
9.1 Audited Financial Statements of Businesses Acquired.
9.2 Pro forma financial information.
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: December 9, 2005 /s/ Ron Heineman
--------------------------------
Ron Heineman, CEO
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