Item 1.01, "Entry into a Material Definitive Agreement," for a more detailed
description, the nature of ELS' business, and the nature and amount and nature
of the consideration given in connection with the acquisition.
Item 2.03
- Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
On
October 1, 2006, the Registrant entered into a Merger Agreement with ELS, Inc.
See Item 1.01, "Entry into a Material Definitive Agreement," for a more detailed
description of the merger, the nature of ELS' business, and the nature and
amount of consideration given in connection with the acquisition. A copy of
the
Notes created as part of the merger outlined in Item 1.01 are attached as
Exhibits 2.1 and 2.2 to this Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
Effective
October 1, 2006, the Registrant agreed to issue an aggregate of 1,486,685 shares
of restricted common stock to ELS, Inc., or its principal shareholders, in
connection with the acquisition. See Item 1.01, "Entry into a Material
Definitive Agreement" for addition details.
Effective
October 1, 2006, the Registrant also agreed to issue 1,000,000 shares of
restricted common stock to certain accredited investors, for an aggregate
consideration of $1,500,000. In addition, the investors received a warrant
to
purchase additional shares of common stock at $2.00 and a warrant to purchase
additional shares of common stock at $3.00. A copy of the Stock Purchase and
Warrant Agreements are attached as Exhibits 3.2 and 3.3 to this Form 8-K. The
shares of common stock acquired by these investors, including the warrant
shares, have registration rights associated with them, whereby the Registrant
has committed to use its best efforts to prepare and file a registration
statement with the Commission registering the shares for resale, within 30
days
from the date of acquisition of the shares.
These
shares were issued
in
transactions that are exempt from registration under the Securities Act of
1933
("Act"), pursuant to §4(2) of the Act and/or Regulation D promulgated under the
Act, as well as comparable
state securities laws, and the shares are deemed to be "restricted securities"
as defined in Rule 144 promulgated under the Act and bear a restrictive legend
as required by the Act.
Item
8.01 Other Events.
On
October 2, 2006, Resolve Staffing, Inc. issued a news release announcing the
above mentioned merger with ELS. A copy of the Company’s news release is
included as Exhibit 99.1 in this Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
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
December 18, 2006.
(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 December 18, 2006.
(c)
Exhibits.
|
Exhibit
Number
|
Description
|
|
1.1
|
Merger
Agreement 1
|
|
1.2
|
Merger
Agreement 2
|
|
2.1
|
Promissory
Note - Heineman
|
|
2.2
|
Promissory
Note - Walton
|
|
3.1
|
Stock
Purchase Agreement
|
|
3.2
|
Warrant
Agreement
|
|
99.1
|
Press
Release
|
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:
October 11, 2006
By:
/s/
Ron Heineman
Ron
Heineman, CEO
