-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJjRu+NSwPdLP3BQ0/nwRHz5cZ8yJSCBIl1TO4ab4djaD094Hvk3LbyjzCm04tNq 7yTwK8iZ5RdlzAL2PUR3Nw== 0001144204-05-003703.txt : 20050209 0001144204-05-003703.hdr.sgml : 20050209 20050209164655 ACCESSION NUMBER: 0001144204-05-003703 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050209 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOLVE STAFFING INC CENTRAL INDEX KEY: 0001106207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 330850639 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29485 FILM NUMBER: 05589327 BUSINESS ADDRESS: STREET 1: 105 N FALKENBURG ROAD STREET 2: SUITE B CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 813-662-0074 MAIL ADDRESS: STREET 1: 105 N FALKENBURG ROAD STREET 2: SUITE B CITY: TAMPA STATE: FL ZIP: 33619 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIALUM STAFFING INC DATE OF NAME CHANGE: 20020222 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIALUM LTD DATE OF NAME CHANGE: 20000210 8-K 1 v012401_8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 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) 105 North Falkenburg Road, Suite B Tampa, Florida 33619 (Address of Principal Executive Offices) (813) 662-0074 (Registrant's telephone number, including area code) Item 1.01. Entry into a Material Definitive Agreement. On February 7, 2005, Resolve Staffing, Inc. ("Registrant") entered into an agreement to purchase certain assets from ELS, Inc. ("ELS"), a privately-held company located in Cincinnati, Ohio. Our Chief Executive Officer and director, Ronald Heineman, is a principal shareholder of ELS and is also an officer and director of ELS. Pursuant to the Asset Purchase Agreement dated February 7, 2005, the Registrant acquired a total of 10 temporary employee staffing locations from ELS. The acquisition of these locations includes certain tangible assets used in the operation of the temporary staffing businesses and customer lists associated with the temporary staffing businesses that were acquired. Prior to the acquisition, ELS provided outsourced human resource services to its clients nationwide. In addition, ELS owned and operated 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 these assets and businesses will significantly expand the geographic scope of our 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 Asset Acquisition Agreement, the Registrant agreed to: o Issue an aggregate of 13,000,000 shares of our restricted common stock to ELS or its principal shareholders of ELS; and o Issue a demand promissory note to ELS in the principal amount of $1,213,000, which accrues interest at the rate of 10% per annum, representing the Registrant's agreement to pay certain liabilities that were incurred in the course of operating the assets and businesses being acquired. See the Asset Purchase Agreement for a more detailed description of these liabilities. The foregoing summary of the Asset Purchase Agreement is qualified in its entirety by reference to the Asset Purchase Agreement, which is attached as Exhibit 2.1 to this Form 8-K. Item 2.01. Completion of Acquisition or Disposition of Assets. On February 7, 2005, the Registrant acquired certain assets of ELS, Inc. See Item 1.01, "Entry into a Material Definitive Agreement," for a more detailed description of the assets acquired, the nature of ELS' business, and the nature and amount of consideration given in connection with the acquisition. 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 assets of 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 assets of 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. 2 In accordance with Item 9.01(a)(4) of Form 8-K, the financial statements required by this Item 9.01 shall be filed by amendment to this Form 8-K no later than April 23, 2005. (b) Pro Forma Financial Information. In accordance with Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by this Item 9(b) shall be filed by amendment to this Form 8-K no later than April 23, 2005. (c) Exhibits. Exhibit Number Description - ------- ----------- 2.1 Asset Purchase Agreement dated February 7, 2005, by and between ELS, Inc. and Resolve Staffing, Inc. (without Schedule "A"thereto). 2.2 Promissory Note. 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: February 9, 2005 By: /s/ Ron Heineman ----------------------------- Ron Heineman, CEO 3 EX-2.1 2 v012401_ex2-1.txt ASSET PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 7th day of February, 2005. AMONG: ELS, INC., 3235 Omni Dr., Cincinnati, OH 45245 (the "Seller"); AND: RESOLVE STAFFING, INC., 105 N. Falkenburg, Suite B., Tampa, FL 33619 (the "Purchaser"). WITNESSES THAT WHEREAS: A. The Seller conducts the business of providing temporary staffing services (the "Business") to companies (the "Companies"); and B. The Seller has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Seller the Business and certain of the property, assets and undertakings of the Seller on the terms and conditions set forth in this Agreement; NOW THEREFORE in consideration of the premises and the mutual covenants and agreements set forth in this Agreement, the parties represent, warrant, covenant and agree as follows: 1.0 PURCHASE AND SALE 1.1 Subject to the terms and conditions of this Agreement, at the Closing (hereinafter defined) the Seller will sell, transfer and assign to the Purchaser, free and clear of all liens, charges and encumbrances except as may be specifically permitted hereby, and the Purchaser will purchase from the Seller, the Business and all property, assets and undertakings of the Seller of every kind and description and wherever situate (collectively, the "Assets"), which are described in more detail in Schedule "A" to this Agreement, which is hereby incorporated herein by reference and that are used in conducting the Business, including without limitation: (a) all right, title, benefit and interest in and under all customer lists, contracts, engagements and commitments, whether oral or written, which the Seller is entitled to or possessed of in connection with the Business (collectively the "Material Contracts"); (b) cash on hand or on deposit as received by the Business at the commencement of business on the Closing Date (hereinafter defined); and (c) all customer lists, marketing materials, brochures, accounting and other books and records, and all other information, correspondence, documents, and material relating to the Business. 1.2 All inquiries respecting the sale of such other assets received by the Seller and not confirmed by contractual commitment will be deemed to be assigned to the Purchaser at the Closing (hereinafter defined), to be accepted, confirmed or withdrawn or otherwise acted upon by the Purchaser in its own name, for its own account and in accordance with its own business judgment. 2.0 PURCHASE PRICE 2.1 The purchase price, or consideration payable by the Purchaser to the Seller for the Business and the Assets will be that amount (the "Purchase Price") which is equal to: (a) 13,000,000 shares of the common stock, par value $ $0.0001 per share, of Resolve Staffing, Inc. ("Shares"), a Nevada corporation, to be issued at the Closing Date, which shares shall be issued as designated by the Seller. The Shares shall be deemed to be "restricted securities" as defined in Rule 144(a)(3) promulgated under the Securities Act of 1933. (b) Upon receipt from the Seller of appropriate written instructions, on the Closing Date, the Shares may be issued in the individual names of the two shareholders of the Seller, in the respective amounts as instructed by the Seller, so long as the combined number of Shares to issue by the Purchaser totals 13,000,000 Shares. (c) As further consideration supporting this Agreement, the Purchaser shall 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 and the Assets. 3.0 ALLOCATION OF PURCHASE PRICE 3.1 The Purchase Price will be allocated among the various items comprising the Business and the Assets as may be determined by the Purchaser on advice from its certified public accountant and/or the Seller's chief financial officer. 4.0 PAYMENT OF THE PURCHASE PRICE 4.1 The Purchase Price will be paid as follows: 2 (a) At Closing, the Purchaser shall deliver to the Seller, 13,000,000 Shares of Resolve Staffing, Inc. common stock in the name of the Seller, or as instructed by the Seller, in the name of the Seller's assignee(s); and (b) At Closing, the Purchaser shall issue and deliver the Note to the Seller representing the Assumed Liabilities. 5.0 CLOSING AND POSSESSION 5.1 The completion of the transactions contemplated hereby (the "Closing") will take place at 5:00 p.m. local time on the 7th day of February, 2005 (the "Closing Date") at the offices of the Seller located at 3235 Omni Dr., Cincinnati, OH 45245 or at such other place, date, and time as may be mutually agreed upon by the parties hereto. 6.0 CONFIDENTIALITY AND NON-COMPETITION 6.1 The Seller will treat all non-public aspects of the Business and the Assets as strictly confidential and will not disclose or communicate or cause to be disclosed or communicated non-public aspects of the Business or the Assets to any person except as may be consented to in writing by the Purchaser. 6.2 The Seller will initiate and maintain an appropriate internal program limiting the internal distribution of non-public aspects of the Business and the Assets to its directors, officers, employees, servants and agents on a "need to know" basis, and will obtain appropriate non-disclosure agreements from any and all persons who may have access to non-public aspects of the Business and the Assets. 6.3 After Closing, the Seller will not directly or indirectly participate in any business which is in direct competition with the Business, and will not use any information respecting customers and potential customers in direct or indirect competition with the Purchaser; and without limiting the generality of the foregoing, the Seller will not: (a) carry on any portion of the Business or use or otherwise exploit, directly or indirectly, any Business Asset; or (b) permit the use or other exploitation of any Business Asset by any director, officer, employee, contractor or agent of the Seller, 6.4 At or after the Closing, the Seller and the Purchaser shall agree on a form of press release that will thereafter be immediately disseminated to the "newswire services" announcing the consummation of this Agreement. Provided further, the parties shall cooperate in the preparation and filing of any and all reports that are required to be filed by the Purchaser disclosing the terms of this Agreement, pursuant to the Securities Exchange Act of 1934. 3 7.0 ASSUMPTION OF BUSINESS INDEBTEDNESS 7.1 From and after the Closing, subject to the terms and conditions of this Agreement, the Purchaser will pay certain of the indebtedness of the Business and the Assets, which will be incorporated into the form of Note to be delivered by the Purchaser to the Seller. Purchaser will not assume any indebtedness that is not incorporated into the Note and the Purchaser shall be indemnified against any such undisclosed liabilities not incorporated into the form of Note to issue by the Purchaser and the Purchaser shall be held harmless thereon by the Seller. 7.2 From and after the Closing the Purchaser will, assume, perform, and discharge the Seller's obligations and liabilities in respect of the Material Contracts. 8.0 REPRESENTATIONS OF THE SELLER 8.1 The Seller represents and warrants to the Purchaser, with the intent that the Purchaser shall rely upon such representations and warranties in concluding the transactions contemplated hereby, that: (a) the Seller is a corporation that is duly incorporated, valid existing, and in good standing under the laws of Ohio, and it has the power, authority, and capacity to carry on the Business as presently conducted and to enter into this Agreement and carry out its terms; (b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Seller, and this Agreement constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms; (c) the Seller has previously disclosed to the Purchaser in writing all material particulars relating to any officers, directors, employees, and agents of the Seller including particulars of any contracts, engagements, or commitments, whether oral or written, respecting all aspects of the Business, the Assets, and the Assumed Liabilities; (d) except as will be remedied by those consents, approvals, releases and discharges which will be delivered by the Seller at Closing, neither the execution and delivery of this Agreement nor the performance of the Seller's obligations hereunder will: (i) violate or constitute default under the organizational documents, by-laws, or articles of incorporation of the Seller, any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Seller, the Business or any of the Assets, or any contract, agreement, instrument, covenant, mortgage or security to which the Seller is a party or which is binding upon the Seller, 4 (ii) give any person the right to terminate or cancel any contract, agreement, instrument, covenant, mortgage or security in favor of the Seller, (iii) result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable, or (iv) give rise to acceleration of the time for payment of any moneys payable or for the performance of any obligation to be performed by the Seller; (e) the Seller owns and possesses and has good and marketable title to the Business and the Assets free and clear of all liens, charges, and encumbrances of every kind and nature whatsoever; (f) the Business comprises all property, both tangible and intangible and Assets used and/or owned by the Seller in connection with the Business; (g) the Seller does not have any indebtedness which might be by operation of law or otherwise now or hereafter may constitute a lien, charge, or encumbrance upon any of the Assets; (h) the Seller has previously disclosed to the Purchaser all contracts, engagements and commitments, whether oral or written, relating to the Business or the Assets, including in particular contracts, engagements, and commitments; (i) the Seller has previously provided to the Purchaser an accurate and complete description of all Material Contracts and, except as previously disclosed by the Seller to the Purchaser in writing: (i) there has not been any default in any obligation or liability in respect of such contracts, engagements, or commitments; (ii) there has not been any amendment, modification, variation, surrender, or release of such contracts, engagements, and commitments; and (iii) each of such contracts, engagements, and commitments is in good standing and in full force and effect; 5 (j) the Seller has previously provided to the Purchaser an accurate and complete description of all instruments evidencing or relating to, and all material particulars of the Assumed Indebtedness represented by the Note; (k) the amount of Assumed Indebtedness as at the Closing Date will not exceed US $1,500,000 and shall be incorporated into the form of Note to be delivered on the Closing Date; (l) there is no basis for and there is no action, suit, litigation, investigation, arbitration proceeding, governmental proceeding or other proceedings (including appeals and applications for review) outstanding, pending, threatened against or involving, affecting or possibly affecting the Seller, the Business or the Assets; or any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, officer, instrumentality or arbitrator, which, if determined adversely to the Seller, might adversely affect the ability of the Seller to enter into this Agreement or to consummate the transactions contemplated hereby, or adversely affect title to any of the Business or the Assets, either at law or in equity, or the Seller' ability to dispose of the Business and the Assets in its sole discretion; or any investigations, complaints, orders, directives or notices of defect or non-compliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or threatened against the Seller or in respect of the Business or any of the Assets; (m) the facts contained in all "due diligence" and other disclosure materials provided by the Seller to the Purchaser are substantially true and correct, and the Seller does not have any information or knowledge of any facts relating to the Business or the Assets, which, if known to the Purchaser, might reasonably be expected to deter the Purchaser from completing the transactions contemplated by this Agreement; (n) the representations and warranties of the Seller included in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained in such representations and warranties not misleading to a prospective purchaser of the Business and the Assets; (o) all financial statements of the Seller have been prepared in accordance with generally accepted United States accounting principles consistently applied and present fairly and completely the assets and liabilities, whether accrued, absolute, contingent or otherwise, and the financial condition of the Seller and the results of the operation of the Business for the periods reported thereby; and the Seller has disclosed to the Purchaser in writing all material financial information respecting the Seller, the Business and the Assets as at the date of this Agreement and as of the Closing Date; 6 (p) the books and records of the Seller present fairly and completely in all material respects, in accordance with sound accounting practices consistently applied, the matters which such books and records purport to present, and all material financial transactions of the Seller relating to the Business and the Assets have been accurately recorded in such books and records; and (q) since the date of the most recent financial statements of the Seller provided to the Purchaser, there has not been: (i) any change, event, or circumstance which would adversely affect the affairs, prospects, operation, or condition of the Business; (ii) any loss, damage, or defaults, which would adversely affect the affairs, prospects, operations, or condition of the Business. 8.2 Notwithstanding any investigations or inquiries made by or on behalf of the Purchaser prior to Closing or the waiver of any condition by the Purchaser, the representations and warranties of the Seller shall survive the Closing and, notwithstanding the closing of the purchase and sale herein provided for, shall continue in full force and effect for the benefit of the Purchaser until the third anniversary of the Closing Date, with the exception that all representations and warranties with respect to tax matters shall continue in full force and effect until the date that is one year after the date on which the last applicable limitations period under the applicable income tax or other tax legislation expires with respect to any taxation year which is relevant in determining any liability under this Agreement with respect to tax matters, and with the further exception that there shall be no limit on the representations and warranties relating to title of the Seller to the Business and the Assets. 9.0 REPRESENTATIONS OF THE PURCHASER 9.1 The Purchaser represents and warrants to the Seller, with the intent that the Seller shall rely upon such representations and warranties in concluding the transactions contemplated hereby, that: (a) the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Nevada and has the power, authority, and capacity to enter into this Agreement and to carry out its terms; and (b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a valid and binding obligation of the Purchaser in accordance with its terms. 7 9.2 The representations and warranties of the Purchaser shall survive the Closing and, notwithstanding the closing of the purchase and sale herein provided for, shall continue in full force and effect for the benefit of the Seller until the third anniversary of the Closing Date. 10. COVENANTS OF THE SELLER 10.1 From the date of this Agreement to the Closing, the Seller will: (a) not sell or dispose of any of the Business or the Assets; (b) not make or agree to make any payment to pay the officers, directors, employees, or agents of the Seller except in the ordinary course of business and at the regular rates of compensation now in effect or at reasonable reimbursement for expenses incurred by such persons in connection with the Business; (c) conduct the Business diligently and only in the ordinary course, keep the Business and Assets in their present state, and endeavor to preserve the organization of the Business intact and the goodwill of the clients and others having business relations with the Seller relating to the Business; (d) afford the Purchaser and its authorized representatives full access during normal business hours to the Business, the Assets and the Assumed Indebtedness and without limitation all title documents, leases, contracts, books, records, and other such materials relating to the Business, and furnish such copies thereof and other information, as the Purchaser may reasonably request; and (e) procure and obtain all such consents, approvals, releases, and discharges as may be required to effect the transactions contemplated hereby. 10.2 The Seller covenants and agrees to indemnify and hold harmless the Purchaser and the Purchaser's representatives, agents, employees, attorneys and other consultants, from and against: (a) except those which by the terms of this Agreement are to be assumed or paid by the Purchaser, any and all debts, obligations and liabilities, whether accrued, absolute, contingent or otherwise, existing at the time of Closing, respecting the Business or the Assets and the Assumed Liabilities, and the Purchaser may, but will not be bound to, pay or perform same and all moneys so paid by the Purchaser in so doing will constitute indebtedness of the Seller to the Purchaser which the Purchaser may, but shall not be obligated to set off against obligations of the Purchaser to the Seller; 8 (b) any and all loss, costs, damage or deficiency resulting from any misrepresentation, misstatement, breach of warranty or the non-fulfillment or breach of any covenant on the part of the Seller under this Agreement or under any document or instrument delivered in connection with this Agreement; (c) any and all claims, actions, suits, proceedings, demands, assessments, judgments, charges, penalties, costs and expenses, including the full amount of any legal expenses involved to the Purchaser and the Purchaser's agents as aforesaid, which arise or are made or claimed against or are suffered or incurred by the Purchaser in respect of any of the foregoing, which actions or claims shall include any civil, administrative, criminal or other regulatory claim that may be made against the Purchaser or the Purchaser's agents as described aforesaid; and (d) any federal, state or local income or capital gains taxes, charges, or claims assessed against the Seller as a result of the Seller's sale and transfer of the Business, the Assets and the Assumed Liabilities, to the Purchaser in accordance with this Agreement. 10.3 Confidential Information. (a) The receiving party of confidential information ("Receiving Party") shall treat as confidential all of the disclosing party's ("Disclosing Party") Confidential Information. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure or improper or illegal use of its own confidential information of like importance, but in no event with less than reasonable care, to prevent the disclosure or improper or illegal use of the Disclosing Party's Confidential Information. (b) Either party shall be entitled to seek equitable relief to protect its interest in any of its Confidential Information, including injunctive relief. (c) In the event either party is required to disclose the other party's Confidential Information pursuant to applicable law or regulation, or the order or requirement of a governmental entity, the party required to disclose such information shall provide prompt notice thereof to the other party to allow such party the opportunity to obtain a protective order or similar protection prior to such disclosure. 10.4 Public Disclosure. No party shall issue any statement or communication to any third party (other than to their respective agents) regarding the subject matter of this Agreement or the transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor, without the prior consent of the other party, which consent shall not be unreasonably withheld, except that this restriction shall be subject to the parties' respective obligations to comply with applicable securities laws. 9 10.5 Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, the parties shall use commercially reasonable efforts to promptly take, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and effectuate the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and effectuate the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If required, as soon as may be reasonably practicable, each of the Seller and the Purchaser shall file pre-transaction notification forms required by the transactional notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Seller and Purchaser shall promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which may reasonably be required by the competition or transactional control authorities of any other jurisdiction and which the Parties may reasonably deem appropriate. Notwithstanding anything in this Section to the contrary, nothing herein shall require any party or any of its subsidiaries or affiliates to agree to any divestiture of any of its respective businesses, assets or properties, or otherwise agree to the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such businesses, assets or properties. 11.0 COVENANTS OF THE PURCHASER 11.1 From the date of this Agreement to the Closing, the Purchaser will make all reasonable best efforts to obtain and procure in cooperation with the Seller all consents, approvals, releases, and discharges required to effect the transactions contemplated hereby. 12.0 NON-MERGER 12.1 The representations, warranties, covenants, and agreements of the Seller set forth in this Agreement and those contained in the documents and instruments delivered in connection herewith will survive the Closing Date, and notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein, unless such waiver expressly releases the Seller of such representations, warranty, covenant, or agreement, or any investigation by the Purchaser, will remain in full force and effect. 12.2 The representations, warranties, covenants, and agreements of the Purchaser set forth in this Agreement and those contained in the documents and instruments delivered in connection herewith will survive the Closing Date, and notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein, unless such waiver expressly releases the Purchaser of such representations, warranty, covenant, or agreement, or any investigation by the Seller, will remain in full force and effect. 10 13.0 CONDITIONS PRECEDENT 13.1 The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment of each of the following conditions precedent at the times stipulated: (a) that the representations and warranties of the Seller contained herein are true and correct on and as of the Closing Date, except as may be disclosed in writing to, and approved by, the Purchaser; (b) that all covenants, agreements, and obligations hereunder on the part of the Seller to be performed or complied with at or before the Closing, including in particular the Seller's obligation to deliver the documents and instruments herein provided for, have been performed and complied with as of the Closing; (c) that from the date hereof to the Closing no change, event, or circumstance has occurred which materially adversely affects the Business or the Assets or the prospects, operation, or condition of the Business or the Assets, or which, in the reasonable opinion of the Purchaser, significantly reduces the value of the Business or the Assets; (d) that from the date hereof to the Closing there has not been any substantial loss, damage, or destruction, whether or not covered by insurance, to any of the Business or Assets; and (e) no action, suit or proceeding shall have been commenced or shall be pending or threatened against the Seller; (f) the Purchaser shall have received approval of the board of directors of the Purchaser and any required approvals or notices of acceptance or consent from governmental and regulatory authorities, including without limitation any applicable securities regulatory authorities; and These conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in writing at any time. 13.2 The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment of each of the following conditions precedent at the times stipulated: 11 (a) that the representations and warranties of the Purchaser contained herein are true and correct on and as of the Closing Date except as may be disclosed in writing to, and approved by, the Seller; and (b) that all covenants, agreements, and obligations hereunder on the part of the Purchaser to be performed or complied with at or before the Closing, including in particular the Purchaser's obligation to deliver the documents and instruments herein provided for, have been performed and complied with as at the Closing. These conditions are for the exclusive benefit of the Seller and may be waived in whole or in part by the Seller in writing at any time. 14.0 TRANSACTIONS OF THE SELLER AT THE CLOSING 14.1 At the Closing the Seller will execute and deliver or cause to be executed and delivered all documents of transfer and assignment, conveyances, bills of sale, transfers, assignments, agreements, certificates, documents, and instruments as may be necessary to effectively vest good and marketable title to the Business and the Assets in the Purchaser, free and clear of any liens, charges, and encumbrances, except as may be otherwise specifically provided herein, and without limiting the foregoing will execute and deliver or cause to be executed and delivered: (a) a general conveyance and physical delivery of the Business and the Assets; (b) all consents, approvals, releases, and discharges as may be required to effect the transactions contemplated hereby; (c) a true executed copy of a resolution of the directors of the Seller duly passed authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby; (d) a true executed copy of a resolution of the shareholders of the Seller duly passed authorizing and approving the sale of the Business and the Assets as contemplated hereby, or an opinion of legal counsel, in form and substance acceptable to the Purchaser, acting reasonably, to the effect that such a resolution is not required for the Seller to perform its obligations hereunder and to convey title to the Business and Assets to the Purchaser; (e) a certificate of the secretary of the Seller dated the Closing Date, acceptable in form and content to the Purchaser, certifying that the conditions set out in Section 13.1 have been satisfied; (f) unless specifically waived by the Purchaser at Closing, a favorable legal opinion of legal counsel to the Seller, in form satisfactory to the Purchaser, that all necessary steps and corporate proceedings have been taken by the Seller to permit the sale of the Business and the Assets as contemplated hereby, that this Agreement and all documents and instruments delivered pursuant hereto have been duly and validly authorized, executed, and delivered by the Seller and will constitute valid and legally binding obligations of the Seller, and confirming such other matters as the Purchaser may reasonably require; and 12 (g) all such other documents and instruments as the Purchaser may, on advice from its legal counsel, reasonably require to give effect to the transactions contemplated hereby. 15.0 TRANSACTIONS OF THE PURCHASER AT THE CLOSING 15.1 At the Closing the Purchaser will deliver or cause to be delivered: (a) a true and executed copy of a resolution of the board of directors of the Purchaser duly passed authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby; (b) a true and executed copy approved by the board of directors of the Purchaser dated the Closing Date, acceptable in form and content to legal counsel of the Seller, certifying that the conditions precedent set out in Section 13.2 have been satisfied; (c) common stock certificates issued by the Purchaser to the Seller and/or the Seller's designee(s) representing 13,000,000 Shares of the common stock of the Purchaser, par value $.0001 per share; (d) delivery of the Note representing the Indebtedness; (e) all such other documents and instruments as the Seller or its legal counsel may reasonably require to give effect to the transactions contemplated hereby. 17.0 GENERAL PROVISIONS 17.1 The Seller warrants to the Purchaser that no agent or other intermediary has been engaged by the Seller in connection with the purchase and sale herein contemplated. 17.2 Time is of the essence of this Agreement and all transactions contemplated hereby. 17.3 The parties will execute and deliver all such further documents and instruments and do all such further acts and things as may be required to carry out the full intent and meaning of this Agreement and to effect the transactions contemplated hereby. 13 17.4 This Agreement may not be assigned by either party without the prior written consent of the other party. 17.5 This Agreement will endure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 17.6 This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one instrument. 17.7 Any notice required or permitted to be given under this Agreement will be in writing and may be given by personal service or by telex or telecopy, and addressed to the proper party at the address stated below: (a) if to the Seller: 3235 Omni Dr., Cincinnati, OH 45245 (b) if to the Purchaser: 105 N. Falkenburg, Suite B., Tampa, FL 33619 17.8 The Schedules attached are incorporated into this Agreement and form a part hereof. All terms defined in the body of this Agreement will have the same meaning in the Schedules. 17.9 This Agreement is dated for reference February 7, 2005 and will become binding as of the date of execution and delivery by all parties. 17.10 The terms "this Agreement", "hereof", "herein", "hereby", "hereto", and similar terms refer to this Agreement and not to any particular section, paragraph, or other part of this Agreement. References to particular sections or subsections are to sections or subsections of this Agreement unless another document is specified. 17.11 The headings appearing in this Agreement are for convenience of reference only and in no way define, limit, or enlarge the scope or meaning of the provisions of this Agreement. 17.12 This Agreement will be governed by and construed in accordance with the laws of Ohio. IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of the day and year first above written. 14 RESOLVE STAFFING, INC. /s/ Ronald Heineman - ------------------- Ron Heineman, CEO ELS, INC. /s. Ronald Heineman - ------------------- Ron Heineman, CEO 15 LIST OF SCHEDULES Schedule "A"................................................... List of Assets 1 EX-2.2 3 ex2-2.txt Exhibit 2.2 PROMISSORY NOTE DUE ON DEMAND FOR VALUE RECEIVED, Resolve Staffing, Inc., a Nevada corporation, promises to pay to the order of ELS, Inc., a Ohio corporation, with its principal office location at 3235 Omni Drive, Cincinnati, Ohio 45245 (the "Holder"), at the address of the Holder or at such other place or to such other party or parties as the Holder may from time to time designate in writing, the principal sum of $1,213,000 together with interest thereon at the annual interest rate of ten percent (10%), due and payable upon demand of the Holder hereof. Interest on any indebtedness due hereunder beyond any applicable grace period, including principal after maturity, shall be payable on demand at a rate equal to the interest rate plus three percent (3.0%) [the "Post-Default Rate"]. All notices and other communications hereunder shall be given in writing to the parties hereto at the following addresses: To Holder: ELS, Inc. Attention: Ron Heineman, CEO 3235 Omni Drive Cincinnati, Ohio 45245 To Maker: Resolve Staffing, Inc. 105 N. Falkenburg Suite B Tampa, FL 33619 Copy to: Gregory Bartko, Esq. 3475 Lenox Road Suite 400 Atlanta, Georgia 30326 All such notices, requests demands and communications made in connection with the terms and provisions hereof shall be transmitted via: (a) registered and certified United States mail postage prepaid: (b) recognized overnight courier (i.e. Federal Express); or (c) delivered in person, and shall be deemed to have been given or made, three (3) days from deposit with the mail; one (1) day from deposit with overnight courier; and on date of delivery or refusal of acceptance if by hand delivery, each as the case may be. Any party may change its above address by written notice given in the manner herein before provided. In the event of any default hereunder, there shall be added to any unpaid balance due, the costs and expenses of collection, including reasonable attorneys' fees equal to fifteen percent (15%) of the indebtedness owed hereunder. The indebtedness evidenced hereby may be prepaid in whole or in part, however, any amounts prepaid may not be re-borrowed. The entire unpaid balance of this Note, together with any interest due thereon, shall become immediately due and payable at the option of the Holder upon happening of any of the following events of default ("Event of Default"): (a) failure to make any payment required to be paid hereunder within three (3) days after such payment is past due; or (b) in the event that there exists any other default in the performance of any term, condition, warranty or covenant herein contained and/or contained in the Agreement, or any other instrument executed by and between the Maker and Holder, and such other default is not cured within ten (10) days after written notice thereof from Holder to Maker (or, if such other default is such that it cannot be cured within a ten (10) day period, reasonable action has not been commenced within said ten (10) day period to cure the same and thereafter continued diligently until such other default is cured); or The liability of the undersigned shall be absolute and unconditional, without regard to the liability of any other party. Every maker, co-maker, endorser or guarantor of this Note waives presentment, demand, notice of dishonor, notice of protest, and any other defense legal or equitable, except payment, which might otherwise be available, and expressly consents to and waives notice of (a) any extension or postponement of the time for payment or any other indulgence and to the addition or release (whether by operation of law or otherwise) of any other party or person primarily or secondarily liable hereunder; and (b) any and all impairment, release, substitution or exchange by the Holder of any property securing this obligation. In the event of any default hereunder, the Holder may, at its option, set off against the payment of this Note any sums due from the Holder to any such maker, co-maker, endorser or guarantor hereof, and may hold, as additional security for the payment of this Note any property, real or personal, of any such maker, co-maker, endorser or guarantor in the possession of the Holder. In the event of any default in the payment of the principal of or interest on this Note, the Maker shall pay all reasonable costs and expenses of collection, including, without limitation, reasonable attorney's fees (in an amount equal to 15% of the indebtedness owed hereunder) whether incurred out of court or in litigation, including appeals and bankruptcy proceedings. No delay or omission on the part of the Holder in exercising any right hereunder or under the rental agreement between the Holder and Maker shall operate as a waiver thereof, or preclude the exercise thereof at any time during the continuance of any Event of Default or upon a subsequent Event of Default. Nothing herein, nor any transaction related hereto, shall be construed or operate so as to require the Maker to pay interest at a greater rate than shall be lawful. Should any interest or other charges paid by Maker in connection with the loan evidenced by this Note result in the computation or earning of interest which is not legally permitted under the laws of the State of Florida for transactions of this kind, then any and all such excess shall be, and the same is, hereby waived by the Holder, and any and all such excess shall be automatically credited against and applied in reduction of the balance due under this Note and any portion which exceeds the balance due under this Note shall be paid by the Holder to the Maker. This Note may be extended or modified by agreement of the Holder for whatever consideration, without notice to any person and without prejudice to the liability of the Maker hereof. This Note inures to the benefit of the named Holder and her successors and assigns and shall be binding upon each of the undersigned, and their heirs, successors and assigns. If more than one person is liable hereon, the liabilities of each of the undersigned and any guarantor are joint and several. No person obligated on account of this Note may seek contribution from any other person also obligated unless and until all liabilities, obligations and indebtedness to the Holder of the person from whom contribution is sought has been satisfied in full. This Note shall be governed by and construed in accordance with the laws of the State of Florida. In the event that any provision or clause of this Note or the associated loan documents conflicts with applicable law, such conflict shall not affect other provisions of this Note or the associated documents that can be given effect without the conflicting provision, and to this end the provisions of this Note and the Loan Documents are declared severable. MAKER AS ADDITIONAL CONSIDERATION FOR THE ADVANCEMENT OF CREDIT HEREUNDER, IRREVOCABLY WAIVES ANY RIGHTS IT HAS TO THE AUTOMATIC STAY UNDER THE UNITED STATES BANKRUPTCY CODE (the "Code"). IN THE EVENT MAKER ELECTS TO FILE FOR ANY FORM OF RELIEF UNDER THE CODE, IT MAY NOT AVAIL ITSELF OF THE AUTOMATIC STAY AS IT PERTAINS TO PREVENTING OR OPPOSING HOLDER FROM ENFORCING IT"S RIGHTS UNDER THIS NOTE UPON THE OCCURRENCE OF A DEFAULT BEYOND ANY APPLICABLE CURE AND GRACE PERIOD. FURTHER, IN THE EVENT MAKER ELECTS TO FILE FOR BANKRUPTCY RELIEF IT HEREBY COVENANTS AND AGREES TO EXECUTE SUCH DOCUMENTS AND PLEADINGS TO STIPULATE AND/OR PERMIT A LIFTING OF THE STAY, SO AS TO PERMIT HOLDER THE OPPORTUNITY TO IMMEDIATELY ENFORCE HER RIGHTS UNDER THIS NOTE AND MITIGATE HER DAMAGES. BY EXECUTION HEREOF AND ACCEPTANCE HEREOF, MAKER AND HOLDER AGREE THAT NEITHER MAKER NOR HOLDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE (ALL OF WHOM ARE COLLECTIVELY REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS OBLIGATION OR ANY OTHER LOAN DOCUMENT, ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS OR THE DEALINGS OR RELATIONSHIP BY OR AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES WITH HOLDER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. HOLDER HAS IN NO WAY AGREED WITH OR REPRESENTED TO MAKER THAT ANY PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. NOTWITHSTANDING ANYTHING IN THIS NOTE, the indebtedness evidenced by this Note to the contrary, nothing herein contained nor any transaction related hereto shall be construed, or shall so operate, either presently or prospectively, to: (a) require Maker to pay interest at a rate in excess of the highest rate permitted by law, but shall require payment of interest only to the extent of such lawful rate; or (b) require Maker to make any payment or do any act contrary to law. If any one or more clauses or provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, and the remainder of this Note shall remain operative and in full force and effect, and shall be construed as if such provision had never been contained herein. EXECUTED under seal on the day and year first above noted. "MAKER" /s/ Ronald E. Heineman ------------------------------------------- Ronald E. Heineman, Chief Executive Officer EX-99.1 4 v012401_ex99-1.txt RESOLVE STAFFING, INC ACQUIRES 10 NEW LOCATIONS February 9, 2005 (Tampa, FL) - Resolve Staffing, Inc. (OTCBB: RSFF) is proud to announce the acquisition of multiple temporary staffing locations from ELS, Inc. With the acquisition of ELS' staffing division (www.elshr.com), Resolve broadens its service offerings in three major markets. Resolve now has 11 location including offices in Florida, Ohio, and New York. "This acquisition fits the profile and brings the geographic significance we have been looking for to increase our business and service offerings," stated Ron Heineman, CEO. Mr. Heineman further stated "We plan to aggressively grow Resolve Staffing, and as conditions merit, to expand into other regions and other states. We intend to accomplish this expansion both through acquisition transactions and through internal, organic growth." Don Quarterman, Director stated "We are excited about the acquisition of ELS' temporary staffing division and look forward to continuing a strategic relationship with ELS, a national provider of outsourced human resource services. Resolve Staffing has a winning management team and a strong vision to make it a success. We look forward to continuing a solid and rewarding relationship with our customers and shareholders. The confidence that you have placed in us as a company only further validates our vision." ABOUT RESOLVE STAFFING, INC. Resolve Staffing 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. For additional information on Resolve Staffing visit our website www.resolvestaffing.com This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets. Contact: Ron Heineman 513-388-4905 info@resolvestaffing.com -----END PRIVACY-ENHANCED MESSAGE-----