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MSSI to acquire two staffing agencies
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[QUOTE]Originally posted by QuestSolver: [QB] 8k is out. Form 8-K for MEDICAL STAFFING SOLUTIONS INC -------------------------------------------------------------------------------- 11-Jul-2005 Change in Assets Item 2.01. Acquisition Or Disposition Of Assets Medical Staffing Solutions, Inc., a Nevada corporation (MSSI) entered into an asset purchase agreement (the Purchase Agreement) on June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of MSSI ( Purchaser), Nurses PRN, LLC, a Florida limited liability company (the Target) and the members listed therein (collectively, the Members, and together with MSSI, Purchaser and the Target, the Parties). The Parties agreed to close the transaction in escrow subject to the confirmation of delivery to the escrow agent (the Agent) of those certain escrow documents listed in Schedule A to the Confirmation of Closing in Escrow, dated June 16, 2005, and provided herewith as Exhibit 99.18. Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of the assets, properties, privileges, rights, interests, business and goodwill belonging to the Target, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (the Purchased Assets). The Purchased Assets include all cash items, securities and financial instruments of the Target, all Fixed Assets, Accounts Receivable, Real Property Leases, Intellectual Property, Material Contracts, Files and Records and Goodwill (as each term is defined in the Purchase Agreement). As consideration for the Purchased Assets, the Purchaser shall cause MSSI to issue and deliver 9,500,000 shares of common stock of MSSI to the Target to be delivered to the Members in the denominations set forth opposite each Members name on Exhibit A to the Purchase Agreement. The Purchaser also paid to the Target One Million Six Hundred Thousand Dollars ($1,600,000) as a cash consideration. In addition to the share and cash consideration, the Purchaser shall pay a contingent payment to the Target which shall be based on the Purchasers achievement of financial targets based on an EBITDA Target (as defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand Dollars ($500,000). In addition to the Purchased Assets, the Purchaser assumed certain Assumed Liabilities (as defined in the Purchase Agreement) including (a) a Three Hundred Sixty Five Thousand Four Hundred Eighty Seven and 50/100 Dollar ($365,487.50) note payable issued to Jeff Dowling by the Purchaser; (b) a Two Hundred Fifty Thousand Dollar ($250,000) note payable to Aftabe Adamjee by the Purchaser and (c) certain general payables as set forth in Schedule 1.4 of the Purchase Agreement. Exhibit Description Exhibit 99.1 Asset Purchase Agreement, effective as Provided herewith of June 16, 2005, by and among MSSI, Nurses PRN Acquisition Corp., Nurses PRN, LLC and the Members listed therein Exhibit 99.2 $250,000 Promissory Note, effective Provided herewith June 16, 2005, by Nurses PRN Acquisition Corp., Inc. issued to Mr. Aftab Adamjee Exhibit 99.3 Executive Employment Agreement, dated Provided herewith June 16, 2005, by and between Nurses PRN Acquisition Corp. and Mr. Robert Murphy Exhibit 99.4 Executive Employment Agreement, dated Provided herewith June 16, 2005, by and between Nurses PRN Acquisition Corp. and Ms. Linda Romano Exhibit 99.5 Release, dated June 16, 2005, by Mr. Provided herewith Aftab Adamjee releasing all claims against Nurses PRN, LLC, Mr. Robert Murphy and Ms. Linda Romano Exhibit 99.6 Release, dated May 26, 2005, by Mr. Provided herewith Phil Dodge releasing all claims against Nurses PRN, LLC Exhibit 99.7 Release, dated June 16, 2005, by Mr. Provided herewith Robert Murphy releasing all claims against Nurses PRN, LLC -------------------------------------------------------------------------------- Exhibit Description Exhibit 99.8 Release, dated June 16, 2005, by Ms. Provided herewith Linda Romano releasing all claims against Nurses PRN, LLC Exhibit 99.9 Assumption Agreement, dated June 16, Provided herewith 2005, by and among Nurses PRN, LLC, Nurses PRN Acquisition Corp. and Mr. Jeffrey T. Dowling Exhibit 99.10 Pledge Agreement, dated June 16, 2005, Provided herewith by and between Mr. Robert Murphy and Ms. Linda J. Romano as Pledgor and Mr. Jeffrey T. Dowling as Pledgee Exhibit 99.11 Indemnity and Guaranty Agreement, Provided herewith dated June 16, 2005, by and among Mr. Aftab Adamjee, Mr. Robert Murphy and Ms. Linda Romano as Indemnitors and Nurses PRN, LLC Exhibit 99.12 Guaranty of Payment, dated June 16, Provided herewith 2005, by Medical Staffing Solutions, Inc. with respect to Mr. Jeffrey T. Dowling Exhibit 99.13 Guaranty of Payment, dated June 16, Provided herewith 2005, by Medical Staffing Solutions, Inc. with respect to Mr. Aftab Adamjee Exhibit 99.14 Guaranty, dated June 16, 2005, by Mr. Provided herewith Robert Murphy and Ms. Linda Romano with respect to Jeffrey T. Dowling and the payment of all indebtedness of Nurses PRN, LLC Exhibit 99.15 Bill of Sale, undated, by and between Provided herewith Nurses PRN, LLC and Nurses PRN Acquisition Corp. Exhibit 99.16 Assignment and Assumption Agreement, Provided herewith dated June 16, 2005, by and between Nurses PRN, LLC and Nurses PRN Acquisition Corp. Exhibit 99.17 Joinder, dated June 10, 2005, by and Provided herewith between Mr. Aftab Adamjee and Mr. Jeffrey T. Dowling Exhibit 99.18 Confirmation of Closing in Escrow, Provided herewith dated June 16, 2005, by and between attorneys for MSSI, Nurses PRN Acquisition Corp. and Nurses PRN, LLC [/QB][/QUOTE]
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