Monday, September 18, 2006
Warning Management Services, Inc. and All Staffing Inc. Mutually Agree to Rescind Letter of Intent to Acquire All Staffing Inc.
Press Release Source: Warning Management Services, Inc.
Warning Management Services, Inc. and All Staffing Inc. Mutually Agree to Rescind Letter of Intent to Acquire All Staffing Inc.
Monday September 18, 8:00 am ET
LOS ANGELES, Sept. 18, 2006 (PRIMEZONE) -- Warning Management Services, Inc. (Other OTC:WNMI.PK - News) and All Staffing Inc. today announced that they have mutually agreed to rescind their binding letter of intent for the acquisition of all of the outstanding shares of capital stock of All Staffing Inc., a Tennessee corporation, by Warning Management Services Inc.
John Capezzuto, COO of Warning, said, ``Although the independent audit of All Staffing has not yet been completed, and my initial findings were that All Staffing could have been a valuable addition to the Warning family of companies. However, we do not feel, at this time, that funds would be readily available for Warning to complete the transaction. Additionally, upon review of the potential conversion factors held by debenture holders, we felt it necessary to inform All Staffing of the ''down side`` of the conversions. Therefore, Warning and All Staffing have mutually agreed to halt negotiations''
Stanley J. Costello Jr., President and CEO of All Staffing said, ``All Staffing Inc. is more than pleased with the candor of Warning's Board of Directors. Mr. Bonar and the Warning Board have shown honesty, integrity and professionalism in its dealings with All Staffing. We look forward to continued strategic alliances with Warning, Mr. Bonar and their related companies.''
About Warning Management Services Inc.:
Warning Management Services Inc. (http://www.warningmanagement.com), founded in 1998, through its Uber Models (Uber-Warning Models) and Warning Model Management divisions 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 Model Management models also make TV, video and personal appearances. Its other divisions include the Warning magazine (http://www.warningmagazine.com), the Uber Girl (http://www.theUbergirl.com) and Uber Vintage clothing (http://www.UberVintage.com).
The Company also owns Employment Systems, Inc. (http://www.employmentsystems.com), 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.
Contact:
Warning Management Service Inc.
Brian Bonar, Chief Executive Officer
(858) 277-5300
All Staffing Inc.
Stanley J. Costello, President/CEO
(570) 645-5000
Source: Warning Management Services, Inc.
Warning Management Services, Inc. and All Staffing Inc. Mutually Agree to Rescind Letter of Intent to Acquire All Staffing Inc.
Monday September 18, 8:00 am ET
LOS ANGELES, Sept. 18, 2006 (PRIMEZONE) -- Warning Management Services, Inc. (Other OTC:WNMI.PK - News) and All Staffing Inc. today announced that they have mutually agreed to rescind their binding letter of intent for the acquisition of all of the outstanding shares of capital stock of All Staffing Inc., a Tennessee corporation, by Warning Management Services Inc.
John Capezzuto, COO of Warning, said, ``Although the independent audit of All Staffing has not yet been completed, and my initial findings were that All Staffing could have been a valuable addition to the Warning family of companies. However, we do not feel, at this time, that funds would be readily available for Warning to complete the transaction. Additionally, upon review of the potential conversion factors held by debenture holders, we felt it necessary to inform All Staffing of the ''down side`` of the conversions. Therefore, Warning and All Staffing have mutually agreed to halt negotiations''
Stanley J. Costello Jr., President and CEO of All Staffing said, ``All Staffing Inc. is more than pleased with the candor of Warning's Board of Directors. Mr. Bonar and the Warning Board have shown honesty, integrity and professionalism in its dealings with All Staffing. We look forward to continued strategic alliances with Warning, Mr. Bonar and their related companies.''
About Warning Management Services Inc.:
Warning Management Services Inc. (http://www.warningmanagement.com), founded in 1998, through its Uber Models (Uber-Warning Models) and Warning Model Management divisions 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 Model Management models also make TV, video and personal appearances. Its other divisions include the Warning magazine (http://www.warningmagazine.com), the Uber Girl (http://www.theUbergirl.com) and Uber Vintage clothing (http://www.UberVintage.com).
The Company also owns Employment Systems, Inc. (http://www.employmentsystems.com), 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.
Contact:
Warning Management Service Inc.
Brian Bonar, Chief Executive Officer
(858) 277-5300
All Staffing Inc.
Stanley J. Costello, President/CEO
(570) 645-5000
Source: Warning Management Services, Inc.
# posted by bparlette @ 5:50 PM 
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