Tuesday, March 21, 2006
Warning Management Services, Inc. to Acquire All Staffing Inc.
|Press Release||Source: Warning Management Services, Inc.|
Warning Management Services, Inc. to Acquire All Staffing Inc.
Tuesday March 21, 9:30 am ET
All Staffing Expected to Contribute Over $100 Million in Annual Revenues
``We are pleased to announce the signing of this letter of intent with All Staffing. Management anticipates the acquisition of All Staffing will materially improve Warning's balance sheet and allow Warning to establish an Eastern Seaboard position in the staffing industry,'' said Brian Bonar, CEO of Warning. ``The acquisition,'' Bonar continued, ``is expected to conclude after Warning's due diligence on the value of All Staffing's assets, current and anticipated business operations, business plan review, and the completion of an independent audit of All Staffing.'' While it is anticipated that the signing of the definitive agreements will occur early in the second quarter of 2006, Warning can give no assurance of when and if there will be a definitive closing.
All Staffing provides payroll services and business processing services to small- and mid-size businesses principally in Pennsylvania and surrounding States. On an annualized basis, pursuant to our initial due diligence reports, management estimates All Staffing to be net profitable with a revenue contribution of approximately $100 million. ``All Staffing is expected to provide to us with a significant increase in expertise, revenues and profits,'' said Bonar. ``We have been aggressively seeking a company like All Staffing and are very pleased to announce the signing of this letter of intent,'' he added.
Stanley J. Costello Jr., President and CEO of All Staffing, said, ``All Staffing Inc. has been looking for the proper vehicle with which to launch its new campaigns and expand its customer base for several months. The opportunity to integrate with Warning and its Employment Systems, Inc. subsidiary, provides the perfect launch pad for All Staffing to bring its goals to fruition. The Company will be working closely with Warning management to complete this transaction in an expeditious manner.''
About Warning Management Services, Inc.
Warning Management Services, founded in 1998, develops and supplies models for fashion editorials in magazines, catalogs and newspaper advertisements and for advertising clients who use models in posters, websites, billboards and other outlets. Warning Management models also make TV, video and personal appearances.
The Company also owns Employment Systems, Inc., which provides staffing services and business processing services to municipalities and small businesses throughout Southern California.
About All Staffing Inc.
Established in 1991, All Staffing has quickly grown into a multi-faced organization. Their staff manages several regional offices with clients in multiple states. All Staffing management is a diverse group of professionals each of whom bring unique expertise to the company. This team not only has overseen the growth of All Staffing, but also has been at the forefront in the development of data processing and IT systems along with proposed legislation and regulations to enable business owners to take full advantage of what a professional employer organization (PEO) has to offer (http://www.allstaffing.com).
Brian Bonar has been Chairman of Warning Management Services, Inc. since February, 2004, and is also Chairman of two other publicly traded companies, Dalrada Financial Corporation (OTC BB:DRDF.OB - News) located in San Diego, which provides a variety of professional services related to human resources to businesses, and The Solvis Group, Inc. (Other OTC:SLVG.PK - News), which includes a number of operating units, including M&M Nursing Services and CallCenterHR(tm). The Company provides a variety of staffing services to businesses, including comprehensive human resource administration, payroll services, workers compensation and risk management insurance, and employee benefits such as health insurance, supplemental insurance, HSA plans, 125 cafeteria plans, and 401(k) plans. The Company also includes an imaging products and services unit, Imaging Tech, Inc., which provides a variety of innovative products and services associated with graphics, photography, and color management.
Statements in this press release that are not historical facts are forward-looking statements, including statements regarding future revenues and sales projections, plans for future financing, the ability to meet operational milestones, marketing arrangements and plans, and shipments to and regulatory approvals in international markets. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products and services in domestic and international markets will continue to expand. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact the Company's success are more fully disclosed in the Company's most recent public filings with the U.S. Securities and Exchange Commission (``SEC''), including its annual report on Form 10-K for the year ended Dec. 31, 2002, and its subsequent filings with the SEC.
Warning Management Services, Inc.
Brian Bonar, Chief Executive Officer
All Staffing Inc.
Stanley J. Costello, President/CEO
Source: Warning Management Services, Inc.
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