Statements contained in this document, as well as some statements by the Company in periodic press releases and oral statements of Company officials during presentations about the Company constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements that are predictive in nature, depend on or refer to future events or conditions, which include words such as "expect," "estimate," "anticipate," "predict," "believe" and similar expressions. These statements are based on the current intent, belief or expectation of the Company with respect to, among other things, trends affecting the Company's financial condition or results of operations. These statements are not guaranties of future performance and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Actual events and results involve risks and uncertainties and may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. Factors that might cause or contribute to such differences, include, but are not limited to, the risks and uncertainties that are discussed under the heading "Risk Factors" disclosed within Form 10-K for the ten months ended June 30, 2009. Readers should carefully review the risk factors referred to above and the other documents filed by the Company with the Securities and Exchange Commission.

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 1, 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.

Recent Developments

On April 13, 2009, our Board of Directors approved a change in the Company's fiscal year end from August 31 st to June 30 th commencing with our fiscal year 2009. This will result in our fiscal year 2009 being shortened from 12 months to 10 months and ending on June 30, 2009.

Effective November 30, 2008, the Company completed a transaction to sell all of the outstanding shares of common stock of the following wholly-owned subsidiaries: James H Drew Corporation, Nor-Cote International, Inc., Fortune Wireless, Inc. and Commercial Solutions, Inc. The subsidiaries were sold to related parties entities owned by the Company's majority shareholders in exchange for a $10,000,000 reduction in the outstanding balance of the term loan note due to the majority shareholder and a three-year term note in the amount of $3,240,000. The transaction also included the conversion of the remaining term loan note balance to Preferred Stock and the issuance of additional warrants. For further discussion of this transaction, see Note 2 - Disposition of Assets in the Notes to the Consolidated Financial Statements.

Effective November 30, 2008, the Company will no longer be operating in the Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Technologies and Electronics Integration Segments.

Effective December 1, 2008, the Company will devote substantially all its resources on the growth and profitability of the Business Solutions segment.

Business Solutions Segment

The Business Solutions segment is comprised of Professional Employer Organizations (PEOs) which provide full-service human resources outsourcing services through co-employment relationships with their clients. Companies operating in the Business Solutions Segment include PSM, CSM, PEM, and ESG. 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. Clients represent a wide variety of industries from healthcare, professional services, software development, manufacturing logistics, telemarketing and construction. Combined, these organizations provide co-employment services to approximately 14,000 employees in 48 states.

Wireless Infrastructure Segment

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 Segment

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 Segment

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 Segment

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.

CRITICAL ACCOUNTING POLICIES

The Company's accounting policies, which are in compliance with accounting principles generally accepted in the United States, require application of methodologies, estimates and judgments that have a significant impact on the results reported in the Company's financial statements. Those policies that, in the belief of management, are critical and require the use of complex judgment in their application, are disclosed on the Company's Form 10-K for the year ended June 30, 2009. Since June 30, 2009, there have been no material changes to the Company's critical accounting policies.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") ASC 820-10 (formerly SFAS 157), "Fair Value Measurements" was issued. ASC 820-10 establishes a framework for measuring fair value by providing a standard definition of fair value as it applies to assets and liabilities. ASC 820-10, which does not require any new fair value measurements, clarifies the application of other accounting pronouncements that require or permit fair value measurements. The standard was effective for fiscal years beginning after November 15, 2007. However, the FASB delayed the effective date of ASC 820-10 for all non-financial assets and non-financials liabilities until fiscal years beginning after November 15, 2008. Accordingly, we adopted ASC 820-10 for our financial assets and liabilities on September 1, 2008 and adopted ASC 820-10 for our non-financial assets and liabilities on July 1, 2009. The adoption did not have a material impact on our consolidated financial statements.

In December 2007, the FASB issued ASC No. 805-10 (formerly SFAS No. 141R) "Business Combinations". ASC No.805-10 establishes principles and requirements for how the acquirer of as business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The statements also provides guidance for recognizing and measuring the goodwill acquired in the business combination and specifies what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. ASC No. 805-10 is effective for financial statements issued for fiscal years beginning after December 15, 2008. We expect ASC No. 805-10 will have an impact on our consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the effective date.

In June 2008, the FASB issued ASC 260-10 (formerly FASB Staff Position No. EITF 03-6-1), "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities". ASC 260-10 concludes that unvested restricted share awards that pay nonforfeitable cash dividends are participating securities and are subject to the two-class method of computing earnings per share. Our effective date for ASC 260-10 was July 1, 2009. The adoption of ASC 260-10 did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued ASC No. 825-10-65-1 (formerly FAS 107-1 and APB 28-1), "Interim Disclosures about Fair Value of Financial Instruments". This ASC essentially expands the disclosure about fair value of financial instruments that were previously required only annually to also be required for interim period reporting. In addition, the ASC requires certain additional disclosures regarding the methods and significant assumptions used to estimate the fair value of financial instruments. These additional disclosures will be required beginning with the quarter ending September 30, 2009. The adoption of ASC No. 825-10-65-1 did not have a material impact on our consolidated financial statements.

In May 2009, FASB ASC 855-10 (formerly SFAS No. 165), "Subsequent Events" was issued. ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date ("subsequent events"), but before the financial statements are issued or available to be issued and requires disclosure of the date through which the entity has evaluated subsequent events and the basis for that date. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009; the Company adopted ASC 855-10 for the quarter ended June 30, 2009. The Company evaluated subsequent events through the time we filed our Form 10-Q with the Securities and Exchange Commission on November 12, 2009. The adoption did not have a material impact on our consolidated financial statements.

In June 2009, FASB ASC 105-10 (formerly SFAS 168), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" was issued. ASC 105-10 is the single official source of authoritative U.S. GAAP, superseding all other accounting literature except that issued by the Securities and Exchange Commission. As of July 2009, only one level of authoritative U.S. GAAP exists. All other literature will be considered non-authoritative. The Codification does not change U.S. GAAP; instead, it introduces a new referencing system that is designed to be an easily accessible, user-friendly online research system. ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted ASC 105-10 for the quarter ended September 30, 2009. The adoption did not have a material impact on our consolidated financial statements.

Other new pronouncements issued but not effective until after September 30, 2009, are not expected to have a significant effect on the company's consolidated financial statements.

RESULTS OF OPERATIONS: COMPARISON OF THE THREE MONTH PERIODS ENDED SEPTEMBER 30,
2009 AND NOVEMBER 30, 2008

Executive Overview of Financial Results

Results of operations for the three month periods ended September 30, 2009 and
November 30, 2008 are as follows:

                                                                    Revenue for the                       Operating income (loss) for the
                                                                   Three Months Ended                           Three Months Ended
                                                            September 30,           November 30,       September 30,           November 30,
                                                                2009                    2008               2009                    2008
                                                                 (Dollars in thousands)
Business Solutions                                     $                14,829     $       16,741     $           721         $            72
Wireless Infrastructure                                                      -              3,312                   -                     193
Transportation Infrastructure                                                -             12,090                   -                     557
Ultraviolet Technologies                                                     -              2,771                   -                    (204 )
Electronics Integration                                                      -              1,251                   -                     100
Holding Company                                                              -                  -                (197 )                  (351 )
Segment Totals                                         $                14,829     $       36,165     $           524         $           367

Net Income Available to Common Shareholders                                                           $           660         $            44

Net income available to common stock shareholders was $0.7 million or $0.05 per diluted share on revenue of $14.8 million for the three month period ended September 30, 2009 compared with net income available to common stock shareholders of $0.04 million or $0.0 per diluted share on revenue of $36.2 million for the three month period ended November 30, 2008. This represents a 59% decrease in revenue and a 1400% percent increase in net income.

The following factors primarily contributed to the decrease in revenue for the three-month period ended September 30, 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 due to the overall downturn in economic conditions.

· The Wireless Infrastructure, Transportation 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 primarily contributed to the increase in segment operating income for the three-month period ended September 30, 2009:

· Increases in the Business Solutions are due to an overall reduction of internal staffing and continued efficiency improvements and expense reductions in all aspects of the companies operations.

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

Results by segment are described in further detail as follows:

Business Solutions

Business Solutions segment operating results for three month period ended
September 30, 2009 and November 30, 2008 are as follows:

                                                     Three Month Period Ended
                                          September 30, 2009            November 30, 2008
                                        (Dollars in thousands)
Revenues                              $       14,829          100 %   $    16,741        100 %
Cost of revenues                              11,428         77.1 %        13,340       79.7 %
Gross profit                                   3,401         22.9 %         3,401       20.3 %

Operating expenses
Selling, general and administrative            2,521         17.0 %         3,160       18.9 %
Depreciation and amortization                    159          1.1 %           169        1.0 %
Total operating expenses                       2,680         18.1 %         3,329       19.9 %

Segment operating income              $          721          4.9 %   $        72        0.4 %

Revenue

Revenue for the three-month period ended September 30, 2009 was $14.8 million, compared to $16.7 million for the three-month period ended November 30, 2008, a decrease of $1.9 million or 11%. Revenue decreased primarily due to attrition of customers and the impact of the economic slowdown on our customers.

Gross Profit

Gross profit for the three-month period ended September 30, 2009 was $3.4 million, representing 23% of revenue, compared to $3.4 million, representing 20% of revenue for the three month period ended November 30, 2008. Gross profit as a dollar amount remained unchanged. Gross profit as a percentage of revenue increased due to implementing a more efficient tracking system for the benefit plans.

Operating Income

Operating income for the three-month period, ended September 30, 2009 was $0.7 million, compared to $0.07 million for the three-month period ended November 30, 2008, an increase of $0.6 million or 901%. 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.

Holding Company

Operating Expense

The Holding Company does not have any income producing operating assets. As such, the operating loss was equal to operating expenses. Operating expenses consist primarily of legal, accounting and consulting fees. Operating expenses for the three-month period ended September 30, 2009 were $0.2 million, compared to $0.4 million for the three-month period ended November 30, 2008, a decrease of $0.2 million or 50%. Operating expense decreased as a result of selling our subsidiaries within our Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Technologies and Electronics Integration divisions.

Interest Expense

Interest expense was $0.04 million for the three-month period ended September 30, 2009, compared to $0.1 million for the three-month period ended November 30, 2008, a decrease of $0.1 million or 97%. The decrease was primarily due to eliminating the consolidation of the VIE as a result of terminating the lease agreement with the VIE as of November 30, 2008 and due to the sale of our subsidiaries for satisfaction of our related party debt.

Income Taxes

There was ($0.27) and $0.03 million of income tax expense (benefit) for the three months ended September 30, 2009 and November 30, 2008, respectively. A valuation allowance is necessary to reduce the deferred tax assets, if the Company had a federal tax operating loss and based on the weight of the evidence; it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management has determined that a $7.0 million valuation allowance at September 30, 2009 is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The change in the valuation allowance for the current period is approximately ($0.6) million.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity include cash and equivalents and proceeds from debt borrowings. We had cash and equivalents of $0.7 million at September 30, 2009 and $1.7 million at June 30, 2009.

We had working capital of ($0.3) million at September 30, 2009 compared with ($1.0) million at June 30, 2009. The increase in working capital was primarily due to the disposition of four of our five operating segments at November 30, 2008. Current assets are primarily comprised of cash and equivalents, net accounts receivable, and prepaid expenses. Current liabilities are primarily comprised of accounts payable and accrued expenses.

The Company is required to collateralize its obligations under its workers' compensation and health benefit plans and certain general insurance coverage. The Company uses its cash and cash equivalents to collateralize these obligations. Restricted cash was approximately $3.5 and $3.1 at September 30, 2009 and June 30, 2009, respectively.

Total debt at September 30, 2009 and June 30, 2009 was $0.3 million.

Cash Flows

Cash flows provided by (used in) operations for the three month period ended September 30, 2009 and November 30, 2008 were ($1.0) million and $1.8 million, respectively. This decrease in operating cash flows was due primarily to the increase in health and workers compensation reserves and other accrued expenses.

Net cash flow used in investing activities was $0.01 million for the three month period ended September 30, 2009 compared to $0.1 million for the three month period ended November 30, 2008. The decrease was primarily due to the fact that no major fixed assets were acquired during the three month period ending September 30, 2009.

Net cash flow used in financing activities was $0.006 million for the three month period ended September 30, 2009 compared to $3.9 million for the three month period ended November 30, 2008. The increase was primarily the result of making our final balloon payment for the Laurus convertible debt in November 2008.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

There have been no material changes to the Company's contractual obligations from those disclosed in the Form 10-K under "Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations."

OFF BALANCE SHEET ARRANGEMENTS

As is common in the industries we operate in, we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected in our balance sheets. Our significant off-balance sheet transactions include transactions with related parties, liabilities associated with guarantees, letter of credit obligations and surety guarantees.

Transactions with Related Parties

We have entered into various acquisition agreements over the past three years which contain option agreements or rights between the sellers of the acquired entities and our two majority shareholders, the Chairman and the CEO, related to the Company's stock provided as consideration under the acquisitions. As more fully described in Note 6 the option agreements provide for put/call options on the Company's common stock held by the sellers of the acquired companies.

Guarantees

A significant portion of our letters of credit are personally guaranteed by the Company's Chairman and CEO. Future changes to these guarantees would affect financing capacity of the Company.

Restricted Cash

Certain states and vendors require us to post letters of credit to ensure payment of taxes or payments to our vendors under health insurance and workers' compensation contracts and to guarantee performance under our contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit if the holder demonstrates that we have failed to perform specified actions. If this situation were to occur, we would be required to reimburse the issuer of the letter of credit. Depending on the circumstances of such a reimbursement, we may also have to record a charge to earnings for the reimbursement. We do not believe that it is likely that any claims will be made under a letter of credit in the foreseeable future. As of September 30, 2009, we had approximately $3.5 million in restricted cash primarily to secure obligations under our PEO contracts in the Business Solutions segment.