Edgar Filing: Corporate Resource Services, Inc.

t72296_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Corporate Resource Services, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

22004Y 105

(CUSIP Number)

Jay H. Schecter, Esq.

Corporate Resource Services, Inc.

160 Broadway, 15th Floor

New York, New York 10038

(646) 443-2380

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 30, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ].

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Tri-State Employment Services, Inc. 75-3033600
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 18,631,767 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 18,631,767 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,631,767 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1%
14	TYPE OF REPORTING PERSON* CO


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Robert Cassera
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 91,472,328 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 91,472,328 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,472,328 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.8%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) John P. Messina, Sr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 270,000 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 270,000 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Peter Ursino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 30,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 30,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Maria Ursino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 30,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 30,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Thomas Cassera
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 490,600 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 490,600 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,600 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) John Trippiedi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 12,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 12,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Yolanda Trippiedi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 12,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 12,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Jay H. Schecter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 70,000 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 70,000 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Jason Scheff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 88,317 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 88,317 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,317 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Paul Capozio
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 214,611 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 214,611 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,611 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON* IN


CUSIP No. 22004Y 105
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Linda Capozio
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	[X]
				(b)	o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 214,611 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 214,611 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,611 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON* IN

This statement constitutes Amendment No. 6 (“Amendment No. 6”) to the Statement on Schedule 13D (the “Statement”) filed with the Securities and Exchange Commission (“SEC”) on March 16, 2009 jointly by Robert Cassera, an individual (“Cassera”), John P. Messina, Sr., an individual (“Messina”), Thomas Cassera, an individual (“TC”), Peter Ursino and his wife, Maria Ursino, individuals (together “Ursino”), John Trippiedi and his wife, Yolanda Trippiedi, individuals (together “Trippiedi”), and Tri-State Employment Services, Inc., a Nevada corporation (“Tri-State”), as amended and supplemented by Amendment No. 1 to the Statement filed with the SEC on August 25, 2009 jointly by Cassera, Messina, TC, Ursino, Trippiedi, Tri-State and Jay H. Schecter, an individual (“Schecter”), as amended and supplemented by Amendment No. 2 to the Statement filed with the SEC on January 12, 2010 jointly by Cassera, Messina, TC, Ursino, Trippiedi, Tri-State, Schecter, Jason Scheff, an individual (“Scheff”), and Paul Capozio and his wife, Linda Capozio, individuals (together “Capozio”), as amended and supplemented by Amendment No. 3 to the Statement filed with the SEC on October 14, 2010 jointly by Cassera, Messina, TC, Ursino, Trippiedi, Tri-State, Schecter, Scheff, Capozio and TS-Staffing Corp., a Florida corporation (“TS Staffing”), as amended and supplemented by Amendment No. 4 to the Statement filed with the SEC on February 18, 2011 jointly by Cassera, Messina, TC, Ursino, Trippiedi, Tri-State, Schecter, Scheff, Capozio and TS-Staffing, and as further amended and supplemented by Amendment No. 5 to the Statement filed with the SEC on December 9, 2011 jointly by Cassera, Messina, TC, Ursino, Trippiedi, Tri-State, Schecter, Scheff, and Capozio in connection with the ownership of common stock, par value $0.0001 per share, of Corporate Resource Services, Inc., a Delaware corporation (“CRS”) by such persons (as so amended, the “Schedule 13D”). Each of Cassera, Messina, TC, Ursino, Trippiedi, Tri-State, Schecter, Scheff, and Capozio are referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

Pursuant to an Acquisition and Share Exchange Agreement (the “Acquisition Agreement”), dated November 21, 2011 (the “Closing Date”), by and among TS Staffing Services, Inc., a Texas corporation (“TS Staffing Services”), and Cassera, the sole shareholder of TS Staffing Services and a member of the board of directors of CRS, CRS acquired all of TS Staffing Services’ issued and outstanding shares of common stock, par value $0.0001 per share, (the “Acquisition”) in exchange for (i) 34,839,159 shares of CRS’ Common Stock, the number of shares, valued at $0.8611 per share, equal to $30,000,000, the agreed upon value of TS Staffing Services’ business operations as of the Closing Date, plus (ii) 38,001,402 shares of CRS’ Common Stock, the number of shares held by TS Staffing Services as of the Closing Date, for an aggregate amount of 72,840,561 shares of CRS’ Common Stock (the “Acquisition Consideration”). Pursuant to the Acquisition Agreement, 56,001,401 shares of the Acquisition Consideration were issued to Cassera on the Closing Date and 16,839,160 shares of the Acquisition Consideration were issued to Cassera on December 30, 2011.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon (i) 86,204,056 shares of Common Stock outstanding as of December 23, 2011, which is the total number of shares of Common Stock outstanding as reported in CRS' Form 10-K for the year ended September 30, 2011, plus (ii) 16,839,160 shares of Common Stock issued to Cassera on December 30, 2011 pursuant to the Acquisition Agreement described above, resulting in a total number of shares of Common Stock outstanding for purposes of this Amendment No. 6 of 103,043,216 shares of Common Stock. (1) Tri-State beneficially owns an aggregate of 18,631,767 shares of Common Stock, or approximately 18.1% of the outstanding Common Stock; (2) Cassera beneficially owns an aggregate of 91,472,328 shares of Common Stock, or approximately 88.8% of the outstanding Common Stock, which includes 18,631,767 shares of Common Stock owned by Tri-State; (3) Messina beneficially owns an aggregate of 270,000 shares of Common Stock or approximately 0.3% of the outstanding Common Stock; (4) TC beneficially owns an aggregate of 490,600 shares of Common Stock or approximately 0.5% of the outstanding Common Stock; (5) Ursino beneficially owns an aggregate of 30,000 shares of Common Stock or 0.0% of the outstanding Common Stock; (6) Trippiedi beneficially owns an aggregate of 12,000 shares of Common Stock or 0.0% of the outstanding Common Stock; (7) Schecter beneficially owns an aggregate of 70,000 shares of Common Stock or approximately 0.1% of the outstanding Common Stock; (8) Scheff beneficially owns an aggregate of 88,317 shares of Common Stock or approximately 0.1% of the outstanding Common Stock; and (10) Capozio beneficially owns an aggregate of 214,611 shares of Common Stock or approximately 0.2% of the outstanding Common Stock.

The aggregate ownership of the Reporting Persons of shares of Common Stock is 92,719,856, and as of the date hereof, 72,840,561 of such shares of Common Stock are owned of record by Cassera, 18,631,767 of such shares of Common Stock are owned of record by Tri-State, which is wholly-owned by Cassera, 270,000 of such shares of Common Stock are owned of record by Messina, 490,600 of such shares of Common Stock are owned of record by TC, 30,000 of such shares of Common Stock are owned of record by Ursino, 70,000 of such shares of Common Stock are owned of record by Schecter, 88,317 of such shares of Common Stock are owned of record by Scheff, 214,611 of such shares of Common Stock are owned of record by Capozio, 8,000 of such shares of Common Stock are owned of record by Trippiedi and 4,000 of such shares of Common Stock are owned of record by two accounts of which Trippiedi is custodian created pursuant to the Uniform Gift to Minors Act for the benefit of Trippiedi’s two children. Cassera has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of all of the shares of Common Stock held by Tri-State reported in this Schedule 13D by reason of his direct ownership and his control of Tri-State.

(b) Rows (7) through (10) of the cover pages to this Amendment No. 5 set forth (i) the number of shares of Common Stock as to which there is sole power to vote or direct the vote and/or to dispose or direct the disposition and (ii) the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition (in each case including the number of shares of Common Stock as to which there is a right to acquire exercisable within 60 days).

(c) Item 3 describes all transactions in the shares of Common Stock during the past sixty days by the Reporting Persons and is incorporated herein by reference.

(d) No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The description of the Acquisition Agreement set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement

Exhibit 2 – Acquisition and Share Exchange Agreement, dated November 21, 2011, by and among TS Staffing Services, Inc., a Texas corporation, and Robert Cassera, which was filed as Exhibit 2.1 to the report on Form 8-K on November 25, 2011,and is incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:

January 6, 2012

	TRI-STATE EMPLOYMENT SERVICES, INC.

	By:	/s/ Robert Cassera
		Name: Robert Cassera
		Title: President

		/s/ Robert Cassera
		Robert Cassera

		/s/ John P. Messina, Sr.
		John P. Messina, Sr.

		/s/ Thomas Cassera
		Thomas Cassera

		/s/ Peter Ursino
		Peter Ursino

		/s/ Maria Ursino
		Maria Ursino

		/s/John Trippiedi
		John Trippiedi

		/s/ Yolanda Trippiedi
		Yolanda Trippiedi

		/s/ Jay H. Schecter
		Jay H. Schecter

		/s/ Jason Scheff
		Jason Scheff

		/s/ Paul Capozio
		Paul Capozio

		/s/ Linda Capozio
		Linda Capozio

[Signature Page to Amendment No. 6 to Schedule 13D]