8-K 1 v015924_8k.txt UNITED STATES 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 Date of Report (Date of earliest event reported): April 5, 2005 TEMPORARY FINANCIAL SERVICES, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Washington 333-60326 91-2079472 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 200 North Mullan Road, Suite 213, Spokane, Washington 99223 -------------------------------------------------------------------------------- Address of principal executive offices Zip Code Registrants telephone number, including area code: 509-340-0273 N.A. -------------------------------------------------------------------------------- (Former name or former address, if changes since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencment communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencment communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 - Other Events Item 8.01 Other Events. On December 21, 2004, Temporary Financial Services, Inc. (OTCBB: TPFS) entered into a non-binding letter of intent to acquire Toolbuilders Laboratories, Inc. ("TBL"), a Washington corporation. This transaction was previously reported on Form 8-K dated December 27, 2004. No definitive agreement was ever entered into in connection with the TBL acquisition. On April 5, 2005, TFS received a letter from TBL indicating that it was withdrawing from the proposed transaction on advice of their counsel. The reasons given were related to the heightened scrutiny that would be given to the combined entity under regulations adopted pursuant to the Sarbanes-Oxley Act of 2002. TBL further indicated that the costs of due diligence to assure that the company's officers and directors would not be subjected to personal liability under Sarbanes-Oxley outweighed the potential benefits of the transaction. As a result of the withdrawal by TBL, TFS is again looking at potential acquisitions. While TFS seeks out viable acquisition candidates, it will invest its cash position in short term financial instruments. 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. Temporary Financial Services, Inc. April 06, 2005 /s/ Brad E. Herr, Secretary --------------------------- Brad E. Herr, Secretary