ý
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended December 31, 2010
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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80-0551965
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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160
Broadway, 11th
Floor
New
York, New York 10038
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||
(Address
of principal executive offices)
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||
(646)
443-2380
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||
(Registrant’s
telephone number, including area code)
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||
(Former
name, former address and former fiscal year, if changed since last
report)
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Large
accelerated Filer o
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Accelerated
filer o
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Non
- accelerated filer o
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Smaller
reporting company x
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Item
1. Financial Statements (unaudited)
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|
Condensed
Consolidated Balance Sheets as of December 31, 2010 (unaudited)
and September 30, 2010
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3
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Condensed
Consolidated Statements of Operations for the Three Months Ended December
31, 2010 and 2009 (unaudited)
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4
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Condensed
Consolidated Statement of Stockholders’ Equity (Deficit) for the Three
Months Ended December 31, 2010 (unaudited)
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5
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Condensed
Consolidated Statements of Cash Flows for the Three Months Ended December
31, 2010 and 2009 (unaudited)
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6
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Notes
to Condensed Consolidated Financial Statements
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7
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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17
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Item
3. Quantitative and Qualitative Disclosures about Market
Risks
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25
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Item
4. Controls and Procedures
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25
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PART
II – OTHER INFORMATION
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|
Item
1. Legal Proceedings
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26
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Item
1A. Risk Factors
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26
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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26
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Item
3. Defaults Upon Senior Securities
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26
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Item
4. (Removed and Reserved)
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26
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Item
5. Other Information
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26
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Item
6. Exhibits
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26
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Signatures
|
28
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December
31,
|
September
30,
|
|||||||
2010
|
2010
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 395,000 | $ | 254,000 | ||||
Accounts
receivable – less allowance for
doubtful
accounts of $1,669,000 and $473,000, respectively
|
4,838,000 | 269,000 | ||||||
Due
from financial institution, net of allowance for
chargebacks of
$730,000 and $468,000, respectively
|
1,342,000 | 1,556,000 | ||||||
Unbilled
receivables
|
2,507,000 | 2,767,000 | ||||||
Prepaid
expenses
|
179,000 | 169,000 | ||||||
Total
current assets
|
9,261,000 | 5,015,000 | ||||||
Property
and equipment, net
|
1,091,000 | 1,078,000 | ||||||
Other
assets
|
719,000 | 567,000 | ||||||
Intangible
assets, net
|
6,354,000 | 2,946,000 | ||||||
Goodwill
|
4,939,000 | 3,623,000 | ||||||
Total
assets
|
$ | 22,364,000 | $ | 13,229,000 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 6,121,000 | $ | 3,968,000 | ||||
Accrued
wages and related obligations–due to related party
|
2,754,000 | 3,340,000 | ||||||
Borrowings
under revolving credit facility
|
3,059,000 | – | ||||||
Current
portion of long-term debt
|
2,298,000 | 1,478,000 | ||||||
Current
portion of related party long-term debt
|
1,009,000 | 1,009,000 | ||||||
Due
to related party
|
2,382,000 | 1,994,000 | ||||||
Total
current liabilities
|
17,623,000 | 11,789,000 | ||||||
Long
term debt, net of current portion
|
3,990,000 | 1,000,000 | ||||||
Deferred
Rent
|
108,000 | 97,000 | ||||||
Total
liabilities
|
21,721,000 | 12,886,000 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $0.0001 par value, 5,000,000 shares
authorized; zero shares issued and outstanding
|
– | – | ||||||
Common
stock, $0.0001 par value, 95,000,000 shares authorized; 42,286,000 and
42,186,000
shares issued and 38,029,000 and 37,929,000 outstanding as of December 31,
2010 and September 30, 2010, respectively
|
4,000 | 4,000 | ||||||
Additional
paid-in capital
|
6,202,000 | 6,134,000 | ||||||
Accumulated
deficit
|
(5,563,000 | ) | (5,795,000 | ) | ||||
Total
stockholders’ equity
|
643,000 | 343,000 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 22,364,000 | $ | 13,229,000 |
Three
Months Ended
|
||||||||
December
31,
2010
|
December
31,
2009
|
|||||||
Revenues
|
$ | 44,864,000 | $ | 20,696,000 | ||||
Direct
cost of producing revenues
|
365,000 | 77,000 | ||||||
Direct
cost of producing revenues purchased from related parties
|
35,362,000 | 17,633,000 | ||||||
Gross
profit
|
9,137,000 | 2,986,000 | ||||||
Selling,
general and administrative expenses (including
stock-based
compensation of $28,000 and $40,000,
respectively)
|
2,041,000 | 2,192,000 | ||||||
Selling,
general and administrative expenses - related parties
|
5,939,000 | 694,000 | ||||||
Depreciation
and amortization
|
256,000 | 142,000 | ||||||
Other
(income)
|
(40,000 | ) | – | |||||
Income
(loss) from operations
|
941,000 | (42,000 | ) | |||||
Interest
expense
|
334,000 | 136,000 | ||||||
Acquisition
expenses
|
375,000 | – | ||||||
Loss
on debt extinguishments
|
– | 501,000 | ||||||
Net
income (loss) available to common stockholders
|
$ | 232,000 | $ | (679,000 | ) | |||
Net income (loss) per common share: | ||||||||
Basic
|
$ | 0.01 | $ | (0.02 | ) | |||
Diluted
|
$ | 0.01 | $ | (0.02 | ) | |||
Weighted
average shares outstanding:
|
||||||||
Basic
|
37,971,000 | 31,357,000 | ||||||
Diluted
|
38,274,000 | 31,357,000 | ||||||
Additional
|
||||||||||||||||||||
Common
Stock
|
Paid-in
|
Accumulated
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||
Balances
as of September 30, 2010
|
42,186,000 | $ | 4,000 | $ | 6,134,000 | $ | (5,795,000 | ) | $ | 343,000 | ||||||||||
Conversion
of outstanding interest to
unregistered common shares
|
100,000 | 40,000 | 40,000 | |||||||||||||||||
Stock-based
compensation expense
|
28,000 | 28,000 | ||||||||||||||||||
Net
income for the three months
ended December 31, 2010
|
232,000 | 232,000 | ||||||||||||||||||
Balances
as of December 31, 2010
|
42,286,000 | $ | 4,000 | $ | 6,202,000 | $ | (5,563,000 | ) | $ | 643,000 |
Three
Months Ended
|
||||||||
December
31,
2010
|
December
31,
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | 232,000 | $ | (679.000 | ) | |||
Adjustments
to reconcile net income (loss) to cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
256,000 | 142,000 | ||||||
Stock-based
compensation
|
28,000 | 40,000 | ||||||
Bad
debt expense
|
257,000 | 70,000 | ||||||
Loss
on debt extinguishments
|
– | 501,000 | ||||||
Adjustment
to deferred rent
|
11,000 | – | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Trade
accounts receivable including unbilled receivables
|
171,000 | 1,186,000 | ||||||
Due
from financial institution
|
214,000 | (151,000 | ) | |||||
Prepaid
expenses
|
(10,000 | ) | 165,000 | |||||
Other
assets
|
(152,000 | ) | 2,000 | |||||
Accounts
payable and accrued liabilities
|
1,460,000 | 329,000 | ||||||
Accrued
wages and related obligations – due to related party
|
(1,897,000 | ) | (1,372,000 | ) | ||||
Net
cash provided by operating activities
|
570,000 | 233,000 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(4,000 | ) | (16,000 | ) | ||||
Acquisition
of assets
|
(50,000 | ) | – | |||||
Net
cash used in investing activities
|
(54,000 | ) | (16,000 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Principal
payments on long-term debt
|
(678,000 | ) | (4,000 | ) | ||||
Advances
from related party–net
|
188,000 | (166,000 | ) | |||||
Borrowings
(payments) on credit facilities–net
|
115,000 | (75,000 | ) | |||||
Net
cash used in financing activities
|
(375,000 | ) | (245,000 | ) | ||||
Net
increase (decrease) in cash
|
141,000 | (28,000 | ) | |||||
Cash
at the beginning of period
|
254,000 | 63,000 | ||||||
Cash
at the end of period
|
$ | 395,000 | $ | 35,000 |
·
|
Accountabilities;
|
·
|
Corporate
Resource Development, Inc. (“CRD”), a wholly-owned subsidiary of the
Company formed on March 23, 2010. On April 5, 2010, CRD
acquired, through a private foreclosure sale, certain assets of GT
Systems, Inc. and its operating affiliates (“GT Systems”) related to the
temporary and permanent placement of employees. See also Note 3
to the Condensed Consolidated Financial
Statements;
|
·
|
Insurance
Overload Services, Inc. (“Insurance Overload”), a wholly-owned subsidiary
was formed on July 22, 2010. On August 27, 2010, pursuant to a
merger, Insurance Overload closed its acquisition of Tri-Overload
Staffing, Inc. (“Tri-Overload”), renamed Insurance Overload as part of the
acquisition. Prior to the Company’s acquisition of Tri-Overload, it
was purchased on July 20, 2009 by TS Staffing Corp. (“TS Staffing”), an
entity wholly-owned by Robert Cassera, a director of the
Company. Mr. Cassera owns Tri-State Employment Services, Inc.
(“Tri-State” or “TSE”), which together with its affiliated entities and
persons was the beneficial owner of approximately 74.3% of the Company's
outstanding shares of common stock at December 31, 2010, including the
shares issued to TS Staffing, the seller of Tri-Overload, in connection
with the Company's acquisition of such entity. Because the
Company and Tri-Overload were both controlled by Tri-State and its
affiliates, the acquisition was recorded using the pooling-of-interest
method as required under United States generally accepted accounting
principles (“U.S. GAAP”) for business combinations of entities under
common control and the financial information for all periods presented
reflects the financial statements of the combined companies as if the
acquisition had occurred on July 20, 2009. See also Note 3 to
the Condensed Consolidated Financial Statements;
and,
|
·
|
Integrated
Consulting Group, Inc. (“ICG Inc.”), a wholly-owned subsidiary formed on
October 18, 2010 acquired, through a public foreclosure sale, certain
assets of Integrated Consulting Group of NY LLC (“ICG Seller”) on December
14, 2010 related to the temporary placement of employees in the light
industrial industry and translation and interpreting services (the “ICG
Acquisition”). See also Note 3 to the Condensed Consolidated
Financial Statements.
|
For
the Three Months Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Numerator:
|
||||||||
Net
income (loss)
|
$ | 232,000 | $ | (679,000 | ) | |||
Denominator:
|
||||||||
Weighted-average
shares of common stock outstanding
|
37,971,000 | 31,357,000 | ||||||
Dilutive
effect of stock warrants,
convertible
debt and restricted stock
|
303,000 | – | ||||||
Weighted-average
shares of
common
stock outstanding, assuming dilution
|
38,274,000 | 31,357,000 | ||||||
Net
income (loss) per share:
|
||||||||
Basic
|
$ | 0.01 | $ | (0.02 | ) | |||
Diluted
|
$ | 0.01 | $ | (0.02 | ) |
Backlog
|
$ | 195,000 | ||
Sales representative
network
|
2,055,000 | |||
Property,
plant and equipment
|
750,000 | |||
Total
Purchase Price
|
$ | 3,000,000 |
Three
Months Ended December 31, 2009
|
||||||||||||
Corporate
Resource Services, Inc.
|
Tri-
Overload Staffing, Inc. |
Combined
|
||||||||||
Revenues
|
$ | 14,114,000 | $ | 6,582,000 | $ | 20,696,000 | ||||||
Direct
cost of producing revenues
|
12,687,000 | 5,023,000 | 17,710,000 | |||||||||
Gross
profit
|
1,427,000 | 1,559,000 | 2,986,000 | |||||||||
Operating
expenses
|
1,945,000 | 1,083,000 | 3,028,000 | |||||||||
Income
(loss) from operations
|
(518,000 | ) | 476,000 | (42,000 | ) | |||||||
Interest
and other expenses
|
597,000 | 40,000 | 637,000 | |||||||||
Net
income (loss)
|
$ | (1,115,000 | ) | $ | 436,000 | $ | (679,000 | ) | ||||
Basic
and diluted loss per common share
|
$ | (0.05 | ) | $ | (0.02 | ) | ||||||
Weighted
average shares outstanding – basic and diluted
|
22,767,000 | 31,357,000 |
Net
working capital
|
$ | 2,693,000 | ||
Property,
plant and equipment
|
71,000 | |||
Backlog
|
278,000 | |||
Sales representative
network
|
3,324,000 | |||
Goodwill
|
1,316,000 | |||
Total
Purchase Price
|
$ | 7,682,000 |
Included
in the
Financial
Statements of the Company
December
14, 2010 –
December
31, 2010
|
Supplemental
Pro
forma
Consolidated
October
1, 2010 –
December
31, 2010
|
|||||||
Revenue
|
$ | 1,599,000 | $ | 7,936,000 | ||||
Net
loss
|
$ | (451,000 | ) | $ | (768,0000 | ) |
As
of December 31, 2010
|
As
of September 30, 2010
|
||||||||||||||||||||||
Accumulated
|
Accumulated
|
||||||||||||||||||||||
Gross
|
Amortization
|
Net
|
Gross
|
Amortization
|
Net
|
||||||||||||||||||
Customer
lists and relationships
(7 to 10 years) |
$
|
4,318,000
|
$
|
1,626,000
|
$
|
2,692,000
|
$
|
4,318,000
|
$
|
1,467,000
|
$
|
2,851,000
|
|||||||||||
Sales
representative network
(10
years)
|
3,324,000
|
10,000
|
3,314,000
|
–
|
–
|
–
|
|||||||||||||||||
Backlog
(6
months)
|
278,000
|
23,000
|
255,000
|
–
|
–
|
–
|
|||||||||||||||||
Non-competition
agreements
(3
years)
|
111,000
|
111,000
|
–
|
111,000
|
111,000
|
–
|
|||||||||||||||||
Trade
name
(20
years)
|
101,000
|
8,000
|
93,000
|
101,000
|
6,000
|
95,000
|
|||||||||||||||||
Total
|
$
|
8,132,000
|
$
|
1,778,000
|
$
|
6,354,000
|
$
|
4,530,000
|
$
|
1,584,000
|
$
|
2,946,000
|
|||||||||||
Goodwill
(indefinite life)
|
$
|
4,939,000
|
$
|
4,939,000
|
$
|
3,623,000
|
$
|
3,623,000
|
December
31,
|
September
30,
|
|||||||
2010
|
2010
|
|||||||
Long-term
debt:
|
||||||||
ICG
Inc. acquisition (i)
|
$ | 4,368,000 | $ | – | ||||
ICG
Inc. revolving credit facility and term loan (ii)
|
3,179,000 | – | ||||||
CRD
acquisition (iii)
|
1,750,000 | 2,000,000 | ||||||
Tri-Overload
acquisition (iv)
|
– | 428,000 | ||||||
Other
debt
|
50,000 | 50,000 | ||||||
Total
|
9,347,000 | 2,478,000 | ||||||
Less
current maturities
|
5,357,000 | 1,478,000 | ||||||
Non-current
portion
|
3,990,000 | 1,000,000 | ||||||
Related
party long-term debt:
|
||||||||
CRD
acquisition (v)
|
750,000 | 750,000 | ||||||
13%
unsecured demand note (vi)
|
104,000 | 104,000 | ||||||
18%
unsecured convertible note (vii)
|
100,000 | 100,000 | ||||||
Demand
loans (viii)
|
55,000 | 55,000 | ||||||
Total
|
1,009,000 | 1,009,000 | ||||||
Less
current maturities
|
1,009,000 | 1,009,000 | ||||||
Non-current
portion
|
– | – | ||||||
Total
long-term debt
|
10,356,000 | 3,487,000 | ||||||
Less
current maturities
|
6,366,000 | 2,487,000 | ||||||
Total
non-current portion
|
$ | 3,990,000 | $ | 1,000,000 |
Three
Months Ended
|
||||||||
December
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Cash
paid for:
|
||||||||
Interest
|
$ | 284,000 | $ | 104,000 | ||||
Income
Taxes
|
1,000 | 28,000 | ||||||
Non-cash
investing and financing activities:
|
||||||||
Stock
based compensation
|
28,000 | 40,000 | ||||||
Conversion
of accrued
interest
to unregistered common shares
|
40,000 | – | ||||||
Assets
acquired for issuance of debt –ICG Inc.
|
7,682,000 | – | ||||||
Fiscal
Years Ending September 30,
|
Operating
Leases
|
|||
2011
|
$
|
1,205,000
|
||
2012
|
1,389,000
|
|||
2013
|
1,395,000
|
|||
2014
|
1,409,000
|
|||
2015
|
739,000
|
|||
Thereafter
|
96,000
|
|||
Total
|
$
|
6,233,000
|
·
|
CRD
acquired certain assets of GT Systems, through a private foreclosure sale,
on April 5, 2010;
|
·
|
Insurance
Overload acquired Tri-Overload on August 27, 2010;
and,
|
·
|
ICG
Inc. completed the ICG Acquisition, through a public foreclosure sale, on
December 14, 2010
|
a)
|
On
December 29, 2009, we entered into an exchange agreement with TSE, whereby
all amounts due to TSE under the terms of notes acquired by TSE from a
third party were settled in full, in exchange for the issuance of shares
of our common stock. On the date of the exchange, there was
$590,000 in principal and accrued interest of $52,000 outstanding on the
notes for which we issued 2,333,333 shares of our common
stock. Loss on debt extinguishment of $501,000 was measured as
the difference between the fair value of the common stock we issued and
the remaining outstanding principal and accrued interest on the notes that
were exchanged during the first quarter of fiscal
2010.
|
b)
|
In
the first quarter of fiscal 2010, we discontinued the operations
associated with the direct provision of accounting and finance services in
order to focus management’s efforts, as well as our capital, more directly
on our light industrial, and clerical and administrative service
offerings.
|
c)
|
On
February 5, 2010, we entered into a settlement and release agreement with
the former owner of Restaff Services, Inc. or ReStaff, whereby all
obligations we owed to ReStaff were released in exchange for a series of
payments totaling $545,000. These obligations included the
remaining principal of $1,056,000 outstanding on a note, $75,000
previously included in demand loans and $34,000 in accrued interest
payable.
|
d)
|
On
February 22, 2010, TSE agreed to assume our obligation to make the
$545,000 series of payments to the former owner of ReStaff under our
February 5, 2010 settlement and release agreement. In exchange
for the assumption of this payment obligation and TSE’s lead in
negotiating the disputed amount, we agreed to issue 3,666,667 shares of
our common stock to TSE. We recorded a loss of $922,000 on the
extinguishment of debt, representing the difference between the fair value
of the shares issued on the date of the exchange and
$545,000. The fair value of the shares issued on the date of
the exchange was determined by reference to the per share closing price of
our common stock on the date of the exchange, which was
$0.40.
|
e)
|
On
March 24, 2010, CRD entered into a foreclosure and asset purchase
agreement to acquire a portion of the assets of GT Systems, Inc., a
staffing company, and certain of its affiliates, collectively referred to
as the GT Entities, through a private sale by Rosenthal & Rosenthal,
Inc., or Rosenthal. The transaction closed on April 5,
2010. Pursuant to the GT Acquisition Agreement, Rosenthal
foreclosed on certain assets of the GT Entities, related to the temporary
and permanent placement of employees, and sold the assets to CRD in a
secured creditor’s private sale under Article 9 of the Uniform Commercial
Code for $3,000,000 in cash, or the Purchase Price. In
connection with our guarantee of the obligation of CRD to pay the GT
Purchase Price, on April 5, 2010 the Company issued 4,257,332 shares of
the Company’s common stock to Rosenthal. These shares are held
in escrow and are subject to a stock repurchase agreement, dated April 5,
2010, between Rosenthal and us, pursuant to which we have the right to
repurchase some or all of such shares as the Purchase Price is
paid. These shares are not treated as outstanding for
these financial statements, and are not included in the number of the
Company’s shares of common stock outstanding on the cover page of this
Quarterly Report on Form 10-Q. Tri-State is also a guarantor of
CRD’s obligation to pay the Purchase
Price.
|
f)
|
On
May 3, 2010, CRD entered into an account purchase agreement with
TSE. Under the terms of the account purchase agreement, CRD
sold its receivables to TSE. The maximum amount of trade
receivables was $45,000,000, for which TSE would advance 90% of the
assigned receivables’ value upon sale, and 10% upon final collection,
subject to certain offsets. The risk CRD bore from bad debt
losses on trade receivables sold was retained by CRD, and receivables sold
which became greater than 90 days old could be charged back to CRD by
TSE. This agreement was terminated on November 2, 2010 and
replaced by an account purchase agreement with Wells Fargo. See
Note 5 of Condensed Consolidated Financial
Statements.
|
g)
|
In
connection with our acquisition of CRD, on April 5, 2010, TSE provided the
initial down payment of $750,000. In addition, TSE has made the first
installment payments of $250,000 due in July and CRD made the payment due
in October 2010.
|
h)
|
In
connection with the ICG Acquisition, TSE provided ICG Seller $250,000
prior to the close of the acquisition on December 14,
2010.
|
i)
|
TSE
has provided further financial accommodations to us by allowing us to
delay from time to time amounts due to TSE under our professional services
arrangement with TSE’s affiliates.
|
j)
|
We
are aggressively managing cash and expenses with activities such as
seeking additional efficiencies in our operating offices and corporate
functions (including headcount reductions, if appropriate), improving our
accounts receivable collection efforts, obtaining more favorable vendor
terms, and using our finance and accounting consultants when available to
aid in the necessary obligations associated with being a public reporting
company.
|
Item
4.
|
CONTROLS
AND PROCEDURES
|
Part
II
|
Other
Information
|
Item
1.
|
Legal
Proceedings
|
Item
1A.
|
Risk
Factors
|
Item
3.
|
Defaults
Upon Senior Securities
|
Item
4.
|
(Removed
and Reserved)
|
Item
5.
|
Other
Information
|
Item
6.
|
Exhibits
|
Number
|
Description
|
2.1
|
Foreclosure
and Asset Purchase Agreement, dated as of November 12, 2010, by and among
Integrated Consulting Group, Inc., North Mill Capital, LLC, Integrated
Consulting Group of NY LLC, The Tuttle Agency Inc., The Tuttle Agency of
New Jersey, Inc., Tuttle Specialty Services Inc., Segue Search of New
Jersey Inc. and Eric Goldstein
|
2.2
|
Amendment
No. 1, dated as of December 7, 2010, to the Foreclosure and Asset Purchase
Agreement, dated as of November 12, 2010, by and among Integrated
Consulting Group, Inc., North Mill Capital, LLC, Integrated Consulting
Group of NY LLC, The Tuttle Agency Inc., The Tuttle Agency of New Jersey,
Inc., Tuttle Specialty Services Inc., Segue Search of New Jersey Inc. and
Eric Goldstein
|
2.3
|
Amendment
No. 2, dated as of December 13, 2010, to the Foreclosure and Asset
Purchase Agreement, dated as of November 12, 2010, by and among Integrated
Consulting Group, Inc., North Mill Capital, LLC, Integrated Consulting
Group of NY LLC, The Tuttle Agency Inc., The Tuttle Agency of New Jersey,
Inc., Tuttle Specialty Services Inc., Segue Search of New Jersey Inc. and
Eric Goldstein
|
2.4
|
Agreement
and Plan of Merger, dated as of January 10, 2011 by and among TS Staffing
Corp., Tri-Diamond Staffing Inc., Diamond Staffing, Inc., Corporate
Resource Services, Inc. and Diamond Staffing Services,
Inc.
|
2.5
|
Amendment
No. 1, dated as of January 28, 2011, to the Agreement and Plan of Merger,
dated as of January 10, 2011 by and among TS Staffing Corp., Tri-Diamond
Staffing Inc., Diamond Staffing, Inc., Corporate Resource Services, Inc.
and Diamond Staffing Services, Inc.
|
10.1
|
ICG
Participation Agreement, dated as of November 9, 2010, between North Mill
Capital LLC and Integrated Consulting Group, Inc.
|
10.2
|
Amended
and Restated Commission Agreement, dated December 14, 2010, by and among
The Tuttle Agency, Inc., Segue Search of New Jersey Inc., Tuttle Agency of
New Jersey, Inc., Tuttle Specialty Services Inc., Rosenthal &
Rosenthal, Inc., Integrated Consulting Group, Inc. and Tri-State
Employment Services, Inc.
|
10.3
|
Amended
and Restated Consulting Agreement, dated December 14, 2010, by and between
Corporate Resource Development Inc. and Eric Goldstein
|
10.4+
|
Non-Competition
Agreement, dated as of December 14, 2010, by and among Integrated
Consulting Group, Inc. and Eric Goldstein
|
10.5
|
Loan
and Security Agreement, dated as of December 14, 2010, between North Mill
Capital LLC and Integrated Consulting Group, Inc.
|
10.6
|
Account
Purchase Agreement, dated November 2, 2010, by and between Wells Fargo
Bank, National Association and Corporate Resource Development, Inc.
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the
Registrant on November 5, 2010)
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of Sarbanes-Oxley Act of 2002
|
Corporate
Resource Services, Inc.
|
|
Date: February
16, 2011
|
By:
/s/ Jay H. Schecter
|
Jay
H. Schecter
|
|
Chief
Executive Officer
|
|
(Principal
Executive and Financial and Accounting
Officer)
|