The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto and the other financial data appearing elsewhere in this Form 10-K.

Overview

As a holding company of various product and service entities, we have historically invested in businesses that we believe are undervalued or underperforming, and /or in operations that are poised for significant growth. Management's strategic focus is to support the growth of its operations by increasing revenues and revenue streams, managing costs and creating earnings growth.

Our operations are largely decentralized from the corporate office. Autonomy is given to subsidiary entities, and there are few integrated business functions (i.e. sales, marketing, purchasing and human resources). Day-to-day operating decisions are made by subsidiary management teams. Our Corporate management team assists in operational decisions when deemed necessary, selects subsidiary management teams and handles capital allocation among our operations.

We were incorporated in the state of Delaware in 1988, restructured in 2000 and redomesticated to the state of Indiana in May 2005. Prior to 2001, we conducted business mainly in the entertainment industry.

Until November 30, 2008, we classified our businesses under five operating segments: Business Solutions; Wireless Infrastructure; Transportation Infrastructure; Ultraviolet Technologies; and Electronics Integration. Effective November 30, 2008, we approved the sale of all of our remaining operating subsidiaries within four of our five segments (Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Infrastructure, and Electronics Integration). Consequently, as of the effective date of the transaction, our Business Solutions segment is the Company's remaining operating segment. The sales transaction, combined with other significant events disclosed in Note 2 of our financial statements in Item 8, will change the focus of our Company in fiscal 2009 and thereafter. This operational change in our Company will impact the comparability of our financial information compared to historical data presented in past filings.

Key Factors Affecting or Potentially Affecting Results of Operations and Financial Condition

Management considers the following factors, events, trends and uncertainties to be important to understanding its results of operations and financial condition:

Holding Company

Over the past five fiscal periods, we have completed six key acquisitions. Four of these key acquisitions have been in the PEO industry. In February 2007, the Company acquired PEM, a PEO located in Arizona. In March 2007, the Company acquired ESG, a PEO located in Utah and Colorado. The Company's acquisition of ESG enabled the Company to expand its geographic presence in the PEO marketplace. In April 2005, we acquired CSM, a PEO located in Nashville, Tennessee. This acquisition of the oldest PEO in the state expanded our Business Solutions segment service offerings. In April 2004, we acquired JH Drew, a construction installer of highway-products and commercial structural steel. This acquisition allowed us to gain entry into the transportation infrastructure business in the Midwestern United States. In October 2003 we acquired PSM, a PEO located in Indianapolis, Indiana. This acquisition allowed us to gain entry into the PEO market. In July 2003 we acquired Nor-Cote, a specialty ink manufacturer with worldwide distribution channels. This acquisition allowed us to gain entry into the ultraviolet ink business.

There are several key factors that have affected or potentially may affect our results of operations including the following:

† Earnings are dependent on a number of factors including our ability to execute operational strategies and integrate acquired companies into our existing operations. Our historical growth has been due to several significant acquisitions over the past five fiscal periods. Future growth in revenues and earnings may not increase at the same rate as historical growth.

† Certain expenses, such as wages, benefits and rent, are subject to normal inflationary pressures. Inflation for medical costs can impact both our reserves for self-funded medical plans as well as our reserves for workers' compensation claims.

† A control group, which includes our two majority shareholders, owns 72.4% of the outstanding Common Stock of the Company. As a result, these people could have a controlling influence in determining the outcome of any corporate matters submitted to our shareholders for approval, including mergers, consolidations, election of directors and any other significant corporate actions. The interests of these shareholders may differ from the interests of the Company's other shareholders and their stock ownership may thereby limit the ability of other shareholders to influence the management and affairs of the Company.

Business Solutions

Our PEOs provide services typically managed by a company's internal human resources and accounting departments, including payroll and tax processing and management, worker's compensation and risk management, benefits administration, unemployment administration, human resource compliance services, 401k and retirement plan administration and employee assessments. The majority of customer operations are concentrated in the Arizona, Colorado, Indiana, Tennessee and Utah markets. Financial results may be affected by changes in the state regulatory environments, results under our partially self-funded health and partially self-funded workers' compensation insurance plans, and economic conditions.

Wireless Infrastructure

Through November 30, 2008, we invested in wireless infrastructure businesses, having completed six acquisitions primarily related to infrastructure products and service offerings related to the development, marketing, management, maintenance and upgrading of wireless telecommunications sites. Subsidiaries operating in the Company's Wireless Infrastructure segment included Fortune Wireless, Magtech Services, Inc., Cornerstone Wireless Construction Services, Inc. and James Westbrook & Associates, LLC.

Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment.

Transportation Infrastructure

Through November 30, 2008, the Company owned subsidiaries in its Transportation Infrastructure segment that assist customers with the development, maintenance and upgrading of transportation infrastructure and commercial construction projects. Transportation infrastructure products and services are performed by JH Drew. JH Drew was acquired in April 2004 and has been operating for over fifty years servicing contractors and state departments of transportation throughout the Midwestern United States. JH Drew is a leading specialty contractor in the field of transportation infrastructure, including guardrail, electrical components, and the fabrication and installation of structural steel for commercial buildings.

Effective November 30, 2008, the Company sold its subsidiaries operating in the Transportation Infrastructure segment.

Ultraviolet Technologies

Through November 30, 2008, the Company owned subsidiaries in its Ultraviolet (UV) Technologies segment that manufactured UV curable screen printing inks. UV Technologies products are manufactured by Nor-Cote, which we acquired in July 2003. These ink products are printed on many types of plastic, metals and other substrates that are compatible with the UV curing process. Typical applications are plastic sheets, point-of-purchase (POP) signage, banners, decals, cell phones, bottles and containers, CD and DVD, rotary-screen printed labels, and membrane switch overlays for conductive ink. Nor-Cote has operating facilities in the United States, United Kingdom, China, Singapore and Mexico, with worldwide distributors located in South Africa, Australia, Canada, China, Colombia, Hong Kong, India, Indonesia, Italy, Japan, Korea, Mexico, New Zealand, Poland, Spain, Taiwan, Thailand and the United States.

Effective November 30, 2008, the Company sold its subsidiaries operating in the Ultraviolet Technologies segment.

Electronics Integration

Through November 30, 2008, the Company owned subsidiaries in its Electronics Integration segment that sell and install a variety of electronic products and equipment, including video, sound and security products. Subsidiaries included Kingston, Commercial Solutions and Telecom Technology Corp. (TTC) d/b/a Audio-Video Revolution, Inc. (AVR).

Effective November 30, 2008, the Company sold its subsidiary Commercial Solutions and discontinued operations of its subsidiaries Kingston and TTC d/b/a AVR in its Electronics Integration segment.

Results of Operations

Results of operations for the fiscal periods ended June 30, 2009 and August 31, 2008 and 2007 are as follows:

                                          Revenue for the                       Operating income (loss) for the
                                 Ten                                          Ten
                               Months                                       Months
                                Ended                                        Ended
                              June 30,        Year Ended August 31,        June 30,          Year Ended August 31,
                                2009            2008           2007          2009              2008            2007
                                                              (Dollars in thousands)
Business Solutions            $  53,482     $     74,894     $  69,170     $     366       $      (4,207 )   $  3,989
Wireless Infrastructure           3,312           15,683        23,162           193                (638 )     (4,211 )
Transportation
Infrastructure                   12,090           43,757        40,110           557                 867        1,844
Ultraviolet Technologies          2,771           11,965        12,421          (204 )            (5,385 )        129
Electronics Integration           1,251           12,094        13,450           100              (2,648 )       (575 )
Holding Company                       -                -             -          (600 )            (4,187 )     (5,494 )
Variable Interest Entity              -            1,725         1,493             -               1,495        1,244
Variable Interest Entity
Elimination                           -           (1,719 )      (1,457 )           -                   -            -
Segment Totals                $  72,906     $    158,399     $ 158,349     $     412       $     (14,703 )   $ (3,074 )

Net Income (Loss) Available
to Common Shareholders                                                     $     446       $     (19,581 )   $ (7,782 )

Fiscal period ended June 30, 2009 versus August 31, 2008

Net income allocable to common stock shareholders was $0.4 million, or $0.03 per diluted share on revenues of $72.9 million for the ten months ended June 30, 2009 compared with a net loss of $19.6 million, or $1.72 per diluted share on revenues of $158.4 million for the year ended August 31, 2008. The decrease in revenue and increase in operating income is due to the sale of subsidiaries and or discontinuation of operations within our Wireless, Transportation, Ultraviolet, and Electronics segments.

The following factors contributed to the increases and decreases in revenues in fiscal 2009:

† The Business Solutions decreases are due to a decrease in the total number of worksite employees as a result of clients reducing their payrolls, bonus programs and overall staffing levels in the current year. The decrease is also due to an overall loss in customers as a direct result of the overall downturn in economic conditions during the current year.

† The Wireless Infrastructure, Ultraviolet Technologies, and the Electronics Integration decreases are due to the sale and or discontinuation of operations for the subsidiaries in these divisions.

The following factors contributed to the increases in net income in fiscal 2009:

† Increases in the Business Solutions are due to a reduction in amortization due to prior year impairment charges, an overall reduction of internal staffing and continued efficiency improvements and expense reductions in all aspects of the companies operations. The increases in net income as a result of these initiatives were offset by an increase in health care claims.

† The Wireless Infrastructure, Ultraviolet Technologies, and the Electronics Integration increases are due to the sale and or discontinuation of operations for the subsidiaries in these divisions.

Year ended August 31, 2008 versus August 31, 2007

Net loss allocable to common stock shareholders was $19.6 million, or $1.72 per diluted share on revenues of $158.4 million for the year ended August 31, 2008 compared with a net loss of $7.8 million, or $0.72 per diluted share on revenues of $158.3 million for the year ended August 31, 2007. This represents an insignificant change in revenues and a 151% increase in net loss. The decrease in net income for the year was primarily due to impairment losses on certain intangibles in our Business Solutions, Ultraviolet Technologies, and Electronics Integration segments.

The following factors contributed to the increases and decreases in revenues in fiscal year 2008:

† The Business Solutions increases were due to the acquisition of ESG in the prior year as well as growth in CSM due to increased sales and additional worksite employees.

† The Wireless Infrastructure decreases were due to downsizing operations during 2007 and an overall industry slowdown.

† The Transportation Infrastructure increases were due to the influx of certain large jobs that did not exist in the prior year.

† The Electronics Integration decreases were due to decreases in commercial sales due to the inability to timely obtain products from certain vendors.

The following factors contributed to the increases and decreases in net loss in fiscal year 2008:

† The Business Solutions increases are due to unfavorable claims related to health and workers' compensation plans, additional expenses related to the PEO software conversion platform, and an impairment of certain intangible assets of $2.3 million.

† The Wireless Infrastructure decreases are due to the downsizing of operations, performing more work with internal labor, obtaining better pricing matrix with new customers, and no impairment charges during the current fiscal year.

† The Transportation Infrastructure increases are due to significant increases in material and fuel costs in the current fiscal year.

† The Ultraviolet Technologies increases are due to increased research and development initiatives and an impairment of goodwill and intangible assets of $5.2 million.

† The Electronics Integration increases are a result of an increase in inventory reserves due to known product issues and slow moving inventory, lower profit margins on key products, and an impairment of goodwill of $1.3 million.

† The Holding Company decreases are due to the Holding Company pushing down increased levels of corporate overhead to its subsidiaries.

Results by segment are described in further details as follows:

Business Solutions

Business Solutions segment operating results for the fiscal periods ended June 30, 2009, August 31, 2008 and 2007 are as follows:

                                 Ten Month Period
                                       Ended                                 Year Ended
                                   June 30, 2009             August 31, 2008            August 31, 2007
                                                         (Dollars in thousands)
Revenues                      $   53,482          100 %   $  74,894          100 %   $  69,170          100 %
Cost of revenues                  43,317         81.0 %      61,459         82.1 %      54,824         79.3 %
Gross profit                      10,165         19.0 %      13,435         17.9 %      14,346         20.7 %

Operating expenses
Selling, general and
administrative                     9,251         17.2 %      14,079         18.8 %       9,365         13.5 %
Depreciation and
amortization                         548          1.0 %       1,267          1.7 %         992          1.4 %
Impairment                             -          0.0 %       2,296          3.1 %           -          0.0 %
Total operating expenses           9,799         18.3 %      17,642         23.6 %      10,357         15.0 %

Segment operating income
(loss)                        $      366          0.7 %   $  (4,207 )       -5.6 %   $   3,989          5.8 %

Revenues

Revenues for the ten months ended June 30, 2009 were $53.5 million, compared to $74.9 million for the year ended August 31, 2008, a decrease of $21.4 million, or 29%. Revenue decreased primarily due to attrition of customers and the impact of the economic slowdown on our customers.

Revenues for the year ended August 31, 2008 were $74.9 million, compared to $69.2 million for the year ended August 31, 2007, an increase of $5.7 million, or 8%. The primary reason for the revenue increase is the acquisition of PEM in February 2007 and ESG in March 2007. We reported revenues of $28.4 million and $21.8 million for the years ended August 31, 2008 and 2007, respectively, related to ESG. These increases were offset due to a slight overall decrease in the total number of worksite employees as a result of the overall downturn in economic conditions specifically in the residential construction channel.

Gross Profit

Gross profit for the ten months ended June 30, 2009 was $10.2 million, representing 19% of revenue, compared to $13.4 million, representing 18% of revenues for the year ended August 31, 2008. Gross profit as a dollar amount decreased due to the reduction in revenue. Gross profit as a percentage of revenue increased due to a decrease in claims related to the workers' compensation plan and implementing a more efficient tracking system for the benefit plans.

Gross profit for the year ended August 31, 2008 was $13.4 million, representing 18% of revenue, compared to $14.3 million, representing 21% of revenues for the year ended August 31, 2007. The decrease is due to the loss of worksite employees, the increase in health claims paid for PSM and an increase in workers' compensation claims paid for ESG.

Operating Income (Loss)

Operating income for the ten months ended June 30, 2009 was $0.4 million, compared to operating loss of $(4.2) million for the year ended August 31, 2007, an increase of $4.6 million, or 109%. Operating income increased due to a reduction in amortization of prior year impairment charges, reductions in internal staffing levels and overall efficiency improvements and expense reductions in all areas of the companies operations.

Operating loss for the year ended August 31, 2008 was ($4.2) million, compared to operating income of $4.0 million for the year ended August 31, 2007, a decrease of $8.2 million, or 205%. Operating income decreased for the year ended August 31, 2008 due to an impairment of certain intangible assets, personnel changes at PSM, and attrition of customers. The impairment of intangible assets related to the loss of customers due to economic conditions and the violation of non-compete agreements and the related costs of trying to enforce them.

Wireless Infrastructure

Wireless Infrastructure segment operating results for the fiscal period ended
June 30, 2009 and August 31, 2008 and 2007 are as follows:

                                 Ten Month Period
                                       Ended                                 Year Ended
                                   June 30, 2009             August 31, 2008            August 31, 2007
                                                         (Dollars in thousands)
Revenues                      $    3,312          100 %   $  15,683          100 %   $ 23,162          100 %
Cost of revenues                   2,458         74.2 %      11,991         76.5 %     18,919         81.7 %
Gross profit                         854         25.8 %       3,692         23.5 %      4,243         18.3 %

Operating expenses
Selling, general and
administrative                       650         19.6 %       4,177         26.6 %      6,337         27.4 %
Depreciation and
amortization                          11          0.3 %         153          1.0 %        302          1.3 %
Impairment                             -          0.0 %           -          0.0 %      1,815          7.8 %
Total operating expenses             661         20.0 %       4,330         27.6 %      8,454         36.5 %

Segment operating income
(loss)                        $      193          5.8 %   $    (638 )       -4.1 %   $ (4,211 )      -18.2 %

Revenues

Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment resulting in the decrease in revenues for the ten month period ending June 30, 2009.

Revenues for the year ended August 31, 2008 were $15.7 million compared to $23.2 million for the year ended August 31, 2007, a decrease of $7.5 million, or 32%. The decrease in revenues was mainly due to the decline and/or suspension of capital budgets for some of our major clients, our decision to downsize our operations, and the consolidation of our technical services and construction divisions.

Gross Profit

Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment resulting in the decrease in gross profit for the ten month period ending June 30, 2009.

Gross profit for the year ended August 31, 2008 was $3.7 million, representing 24% of revenues, compared to $4.2 million representing 18% of revenues for the year ended August 31, 2007, a decrease of $0.5 million, or 12%. The gross profit decrease was due to decreased revenues; however, gross profit as a percentage of revenue increased, as a result of increased profit margins on available work.

Operating Income (Loss)

Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment resulting in the increase in operating income for the ten month period ending June 30, 2009.

There was an operating loss for the year ended August 31, 2008 of ($0.6) million, compared to an operating loss of ($4.2) million for the year ended August 31, 2007, a decrease in operating loss of $3.6 million, or 86%. Operating income increased due to aligning the asset and labor base in line with market conditions by downsizing operations, obtaining new contracts at a higher profit margin, performing more work with internal labor, and evaluating and adjusting ongoing customer contract negotiations and purchasing procedures.

Transportation Infrastructure

Transportation Infrastructure segment operating results for the fiscal period
ended June 30, 2009, August 31, 2008, and 2007 are as follows:

                                 Ten Month Period
                                       Ended                                 Year Ended
                                   June 30, 2009             August 31, 2008            August 31, 2007
                                                         (Dollars in thousands)
Revenues                      $   12,090          100 %   $  43,757          100 %   $  40,110          100 %
Cost of revenues                  10,747         88.9 %      39,005         89.1 %      35,044         87.4 %
Gross profit                       1,343         11.1 %       4,752         10.9 %       5,066         12.6 %

Operating expenses
Selling, general and
administrative                       781          6.5 %       3,861          8.8 %       3,205          8.0 %
Depreciation and
amortization                           5          0.0 %          24          0.1 %          17          0.0 %
Total operating expenses             786          6.5 %       3,885          8.9 %       3,222          8.0 %

Segment operating income      $      557          4.6 %   $     867          2.0 %   $   1,844          4.6 %

Revenues

Effective November 30, 2008, the Company sold its subsidiary operating in the Transportation Infrastructure segment resulting in the decrease in revenues for the ten month period ending June 30, 2009.

Revenues for the year ended August 31, 2008 were $43.8 million compared to $40.1 million for the year ended August 31, 2007, an increase of $3.7 million, or 9%. Revenues increased mainly due to the completion of certain large jobs in the Midwest market in the current fiscal year versus the prior fiscal year.

Gross Profit

Effective November 30, 2008, the Company sold its subsidiary operating in the Transportation Infrastructure segment resulting in the decrease in gross profit for the ten month period ending June 30, 2009.

Gross profit for the year ended August 31, 2008 was $4.8 million, representing 11% of revenues, compared to $5.1 million, representing 13% of revenues for the year ended August 31, 2007, a decrease of $0.3 million, or 6%. The decrease in gross profit was mainly due to a significant increase in the cost of materials and fuel in the current fiscal year.

Operating Income

Effective November 30, 2008, the Company sold its subsidiary operating in the Transportation Infrastructure segment resulting in the decrease in operating income for the ten month period ending June 30, 2009.

Operating income for the year ended August 31, 2008 was $0.9 million, compared to operating income of $1.8 million for the year ended August 31, 2007, a decrease of $0.9 million, or 50%. Operating income for the year ending August 31, 2008 as compared to the same periods ending August 31, 2007 decreased mainly due to the lower gross profit margins discussed above.

Ultraviolet Technologies

Ultraviolet Technologies segment operating results for the fiscal period ended
June 30, 2009, August 31, 2008 and 2007 are as follows:

                                 Ten Month Period
                                       Ended                                 Year Ended
                                   June 30, 2009             August 31, 2008           August 31, 2007
                                                         (Dollars in thousands)
Revenues                      $    2,771          100 %   $ 11,965          100 %   $  12,421          100 %
Cost of revenues                   1,596         57.6 %      6,904         57.7 %       7,419         59.7 %
Gross profit                       1,175         42.4 %      5,061         42.3 %       5,002         40.3 %

Operating expenses
Selling, general and
administrative                     1,320         47.6 %      4,956         41.4 %       4,580         36.9 %
Depreciation and
amortization                          59          2.1 %        322          2.7 %         293          2.4 %
Impairment                             -          0.0 %      5,168         43.2 %           -          0.0 %
Total operating expenses           1,379         49.8 %     10,446         87.3 %       4,873         39.2 %

Segment operating income
. . .