##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 Commission file number 0-19433
 
 Technology Solutions Company
  Incorporated in the State of Delaware  IRS Employer Identification No. 36-3584201
 55 East Monroe Street, Suite 2600
Chicago, Illinois 60603
 Registrants telephone number, including area code (312) 228-4500
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. þ Yes o No
 Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
 Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller Reporting Company o
 Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of
the Exchange Act)o
Yes þ No
 As
of May 15, 2008 there were outstanding 2,565,866 shares of TSC Common Stock, par value
$0.01.




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##### 



TECHNOLOGY SOLUTIONS COMPANY  Index to Form 10-Q
 PageNumberPart IITEM 1. FINANCIAL STATEMENTS.Consolidated Balance Sheets as of
March 31, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations for the
Three Months Ended March 31, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2008 and 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
    
    
    13ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
    
    
    23ITEM 4. CONTROLS AND PROCEDURES.
    
    
    23ITEM 4T. CONTROLS AND PROCEDURES.
    
    
    23Part IIITEM 1. LEGAL PROCEEDINGS.
    
    
    24ITEM 1A. RISK FACTORS.
    
    
    24ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
    
    
    24ITEM 3. DEFAULT UPON SENIOR SECURITIES.
    
    
    25ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS.
    
    
    25ITEM 5. OTHER INFORMATION.
    
    
    25ITEM 6. EXHIBITS.
    
    
    25SIGNATURE
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   Page 2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED BALANCE SHEETS
  March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,621
    
    
    $
    1,799Short-term investments
    
    
    7,936
    
    
    
    9,169Receivables, less allowance for doubtful receivables
of $10
    
    
    4,453
    
    
    
    3,513Other current assets
    
    
    343
    
    
    
    242Total current assets
    
    
    14,353
    
    
    
    14,723COMPUTERS, FURNITURE AND EQUIPMENT, NET
    
    
    203
    
    
    
    193INTANGIBLE ASSETS, NET
    
    
    363
    
    
    
    518Total assets
    
    $
    14,919
    
    
    $
    15,434LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    2,252
    
    
    $
    1,539Accrued compensation and related costs
    
    
    1,772
    
    
    
    2,645Other current liabilities
    
    
    785
    
    
    
    1,078Total current liabilities
    
    
    4,809
    
    
    
    5,262STOCKHOLDERS EQUITY:Preferred stock, $.01 par value; shares authorized 
10,000,000; none issued
    
    
    
    
    
    
    Common stock, $.01 par value; shares authorized 
20,000,000; shares issued  2,677,452;
2,565,866 and 2,559,247 shares outstanding, respectively
    
    
    27
    
    
    
    27Capital in excess of par value
    
    
    128,927
    
    
    
    129,100Accumulated deficit
    
    
    (115,685
    )
    
    
    (115,816
    )Treasury stock, at cost, 111,586 and 118,205 shares, respectively
    
    
    (3,162
    )
    
    
    (3,349
    )Accumulated other comprehensive income:Unrealized (loss) on short-term investments
    
    
    (207
    )
    
    
    Cumulative translation adjustment
    
    
    210
    
    
    
    210Total stockholders equity
    
    
    10,110
    
    
    
    10,172Total liabilities and stockholders equity
    
    $
    14,919
    
    
    $
    15,434
   Page 3




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TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  For theThree Months EndedMarch 31,2008
    
    
    2007(unaudited)
    
    
    (unaudited)REVENUES:Revenues before reimbursements
    
    $
    5,908
    
    
    $
    6,337Reimbursements
    
    
    899
    
    
    
    937Total Revenues
    
    
    6,807
    
    
    
    7,274COSTS AND EXPENSES:Project personnel
    
    
    3,643
    
    
    
    4,844Other project expenses
    
    
    816
    
    
    
    1,436Reimbursable expenses
    
    
    899
    
    
    
    937Cost of Services
    
    
    5,358
    
    
    
    7,217Management and administrative support
    
    
    1,297
    
    
    
    3,095Intangible asset amortization
    
    
    49
    
    
    
    58Intangible asset impairment
    
    
    106
    
    
    
    143Total Costs and Expenses
    
    
    6,810
    
    
    
    10,513OPERATING (LOSS)
    
    
    (3
    )
    
    
    (3,239
    )OTHER INCOME:Net investment income
    
    
    134
    
    
    
    200INCOME/(LOSS) BEFORE INCOME TAXES
    
    
    131
    
    
    
    (3,039
    )INCOME TAX PROVISION
    
    
    
    
    
    
    NET INCOME/(LOSS)
    
    $
    131
    
    
    $
    (3,039
    )BASIC NET INCOME(LOSS) PER
COMMON SHARE
    
    $
    0.05
    
    
    $
    (1.21
    )BASIC WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
    
    
    2,561
    
    
    
    2,514DILUTED NET INCOME/(LOSS) PER
COMMON SHARE
    
    $
    0.05
    
    
    $
    (1.21
    )DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING
    
    
    2,654
    
    
    
    2,514
   Page 4




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TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  For theThree Months EndedMarch 31,2008
    
    
    2007(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income/(loss)
    
    $
    131
    
    
    $
    (3,039
    )Adjustments to reconcile net income/(loss) to net
cash from operating activities:Intangible asset impairment
    
    
    106
    
    
    
    143Depreciation and amortization
    
    
    73
    
    
    
    75Non-cash stock compensation
    
    
    27
    
    
    
    152Changes in assets and liabilities:Receivables
    
    
    (940
    )
    
    
    2,073Loan receivable
    
    
    
    
    
    
    3,400Other current assets
    
    
    (101
    )
    
    
    467Accounts payable
    
    
    713
    
    
    
    (565
    )Accrued compensation and related costs
    
    
    (873
    )
    
    
    (519
    )Restructuring accruals
    
    
    
    
    
    
    (107
    )Other current liabilities
    
    
    (293
    )
    
    
    (449
    )Net cash
(used in) provided by operating activities
    
    
    (1,157
    )
    
    
    1,631CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from short-term investments
    
    
    1,123
    
    
    
    Purchases of short-term investments
    
    
    (97
    )
    
    
    (116
    )Capital expenditures
    
    
    (34
    )
    
    
    Net cash
(used in) provided by investing activities
    
    
    992
    
    
    
    (116
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payment of employee payroll taxes in lieu of shares for vested
restricted stock units
    
    
    (13
    )
    
    
    (99
    )Net cash used in financing activities
    
    
    (13
    )
    
    
    (99
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (178
    )
    
    
    1,416CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    1,799
    
    
    
    6,924CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    1,621
    
    
    $
    8,340
   Page 5




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TECHNOLOGY SOLUTIONS COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
  NOTE 1  BASIS OF PRESENTATION
  NOTE 2  THE COMPANY
   NOTE 3  NEW ACCOUNTING STANDARDS
   Page 6




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Business Combinations
 NOTE 4  SHORT TERM INVESTMENTS AND PRIOR YEARS REVISIONS
     Page 7




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As Originally Filed
    
    
    
    
    
    
    As RevisedMarch 31, 2007
    
    
    Revision
    
    
    March 31, 2007Net Loss
    
    $
    (3,039
    )
    
    $
    
    
    
    $
    (3,039
    )Net Cash used in operating activities
    
    
    1,631
    
    
    
    
    
    
    
    1,631CASH FLOWS FROM INVESTING ACTIVITIESPurchases of short-term investments
    
    
    
    
    
    
    (116
    )
    
    
    (116
    )Net Cash used in investing activities
    
    
    
    
    
    
    (116
    )
    
    
    (116
    )Net Cash used in financing activities
    
    
    
    
    
    
    
    
    
    
    EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    (99
    )
    
    
    
    
    
    
    (99
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    1,532
    
    
    
    (116
    )
    
    
    1,416CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    13,510
    
    
    
    (6,586
    )
    
    
    6,924CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    15,042
    
    
    $
    (6,702
    )
    
    $
    8,340
  Page 8




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NOTE
5  INCOME TAXES
    NOTE 6  STOCK-BASED COMPENSATION
  NOTE 7  CAPITAL STOCK
     Page 9




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##### Table of Contents



NOTE 8  INCOME (LOSS) PER COMMON SHARE
   March 31, 2008
    
    
    March 31, 2007Per
    
    
    
    
    
    
    
    
    
    
    PerNet
    
    
    Shares
    
    
    Common
    
    
    Net
    
    
    Shares
    
    
    CommonIncome
    
    
    (In Thousands)
    
    
    Share
    
    
    Loss
    
    
    (In Thousands)
    
    
    ShareBasic income/(loss)
per share
    
    $
    131
    
    
    
    2,561
    
    
    $
    0.05
    
    
    $
    (3,039
    )
    
    
    2,514
    
    
    $
    (1.21
    )Effect of common
equivalent shares
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted
income/(loss) per
share
    
    $
    131
    
    
    
    2,654
    
    
    $
    0.05
    
    
    $
    (3,039
    )
    
    
    2,514
    
    
    $
    (1.21
    )
 NOTE 9  INTANGIBLE ASSETS, NET
  Non-Customer
    
    
    compete
    
    
    Other
    
    
    TradeRelated
    
    
    Agreements
    
    
    Agreements
    
    
    Name
    
    
    TotalBalance as of Dec. 31, 2007
    
    $
    155
    
    
    $
    46
    
    
    $
    48
    
    
    $
    269
    
    
    $
    518Amortization
    
    
    (32
    )
    
    
    (14
    )
    
    
    (3
    )
    
    
    
    
    
    
    (49
    )Impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (106
    )
    
    
    (106
    )Balance as of Mar. 31, 2008
    
    $
    123
    
    
    $
    32
    
    
    $
    45
    
    
    $
    163
    
    
    $
    363
    Page 10




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NOTE 10  SUBSEQUENT EVENT
   Pro-forma Balance Sheet - Post Sale of SAP PracticePre-Transaction
    
    
    
    
    
    
    Post-TransactionAs reported
    
    
    Transaction
    
    
    Pro-formaMarch 31, 2008
    
    
    Adjustments
    
    
    March 31, 2008(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Cash and short-term investments
    
    $
    9,557
    
    
    $
    4,150
    
    
    $
    13,707Promissory Note from EnteGreat
    
    
    
    
    
    
    750
    
    
    
    750Other current assets
    
    
    4,796
    
    
    
    (2,661
    )
    
    
    2,135Fixed assets and intangible assets, net
    
    
    566
    
    
    
    
    
    
    
    566TOTAL ASSETS
    
    $
    14,919
    
    
    $
    2,239
    
    
    $
    17,158Accounts payable
    
    $
    2,252
    
    
    $
    (569
    )
    
    $
    1,683Accrued compensation
    
    
    1,772
    
    
    
    324
    
    
    
    2,096Other current liabilities
    
    
    785
    
    
    
    
    
    
    
    785Transactions liabilities
    
    
    
    
    
    
    215
    
    
    
    215Total shareholder equity
    
    
    10,110
    
    
    
    2,269
    
    
    
    12,379TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY
    
    $
    14,919
    
    
    $
    2,239
    
    
    $
    17,158
  Page 11




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##### Table of Contents



Year Ended December 31, 2007
    
    
    Quarter ended March 31, 2008SAP Practice
    
    
    Exogen/Corp
    
    
    As Reported
    
    
    SAP Practice
    
    
    Exogen/Corp
    
    
    As Reported(unaudited)
    
    
    (unaudited)
    
    
    (Audited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Revenues before reimbursable expenses
    
    $
    12,859
    
    
    $
    10,388
    
    
    $
    23,247
    
    
    $
    3,673
    
    
    $
    2,235
    
    
    $
    5,908Reimbursable expenses
    
    
    1,939
    
    
    
    1,200
    
    
    
    3,139
    
    
    
    552
    
    
    
    347
    
    
    
    899TOTAL REVENUES
    
    
    14,798
    
    
    
    11,588
    
    
    
    26,386
    
    
    
    4,225
    
    
    
    2,582
    
    
    
    6,807Cost of Services
    
    
    14,969
    
    
    
    9,244
    
    
    
    24,213
    
    
    
    3,502
    
    
    
    1,856
    
    
    
    5,358Management and administrative support
    
    
    1,051
    
    
    
    9,538
    
    
    
    10,589
    
    
    
    538
    
    
    
    759
    
    
    
    1,297Intangible assets amortization
    
    
    
    
    
    
    205
    
    
    
    205
    
    
    
    
    
    
    
    49
    
    
    
    49Intangible assets impairment  one-time, non-recurring
    
    
    
    
    
    
    143
    
    
    
    143
    
    
    
    
    
    
    
    106
    
    
    
    106TOTAL COSTS AND EXPENSES
    
    $
    16,020
    
    
    $
    19,130
    
    
    $
    35,150
    
    
    $
    4,040
    
    
    $
    2,770
    
    
    $
    6,810OPERATING (LOSS)  Company
reflecting SAP Practice on a stand-alone basis
    
    $
    (1,222
    )
    
    $
    (7,542
    )
    
    $
    (8,764
    )
    
    
    185
    
    
    $
    (188
    )
    
    $
    (3
    )INVESTMENT INCOME
    
    
    
    
    
    
    469
    
    
    
    469
    
    
    
    
    
    
    
    134
    
    
    
    134NET (LOSS)  Company
reflecting SAP Practice on a stand-alone basis
    
    $
    (1,222
    )
    
    $
    (7,073
    )
    
    $
    (8,295
    )
    
    $
    185
    
    
    $
    (54
    )
    
    $
    131
   Page 12




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TECHNOLOGY SOLUTIONS COMPANY
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESULTS OF OPERATIONS
 OVERVIEW
       Page 13




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 REVENUES
  COSTS AND EXPENSES
 Project Personnel
  Other Project Expenses
  Reimbursable Expenses
  Management and Administrative Support
  Intangible asset amortization
   Page 14




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Revenue Recognition
  Accounting for Income Taxes
   Page 15




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Stock-Based Compensation
  Intangible Assets
    Page 16




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   Restructuring and Other Charges
  THREE MONTHS ENDED MARCH 31, 2008 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2007
 Revenues
    Page 17




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Costs and Expenses
      Operating Loss
   Page 18




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Other Income
  Income Tax Provision
  Shares Outstanding
  LIQUIDITY AND CAPITAL RESOURCES
     Page 19




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
    NEW ACCOUNTING STANDARDS
   Page 20




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Business Combinations
 ASSUMPTIONS UNDERLYING CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE
RESULTS
 This Form 10-Q contains certain forward-looking statements concerning our financial position,
results of operations, cash flows, business strategy, budgets, projected costs and plans and
objectives of management for future operations as well as other statements including words such as
anticipate, believe, plan, estimate, expect, intend, and other similar expressions.
These forward-looking statements involve significant risks and uncertainties. Although we believe
that the expectations reflected in such forward-looking statements are based on reasonable
assumptions, readers are cautioned that no assurance can be given that such expectations will prove
correct and that actual results and developments may differ materially from those conveyed in such
forward-looking statements. We claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 for all
forward-looking statements. Important factors that could cause actual results to differ materially
from the expectations reflected in the forward-looking statements in this Form 10-Q include, among
others, our ability to manage decreased revenue levels; our need to attract
new business and increase revenues; our declining cash position; our ability to manage costs and
headcount relative to expected revenues; our ability to achieve proper utilization rates or charge
acceptable rates for our services could adversely affect our ability to successfully introduce new
service offerings; our dependence on a limited number of clients for a large portion of our
revenue;
  Page 21




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 the potential loss of significant clients; our ability to attract new
 clients and sell
additional work to existing clients; our ability to attract and retain employees; the rapidly
changing nature of information technology services, including our ability to keep pace with
technological and market changes and our ability to refine and add to existing service offerings;
the lack of shareholder approved stock options available for grants by the Company to retain
existing employees; s; and changing business, economic or market conditions and changes in
competitive and other factors, all as more fully described herein and in our Annual Report on Form
10-K for the year ended December 31, 2007 under Risk Factors and elsewhere from time to time in our
filings with the SEC, press releases and other communications. Such forward-looking statements
speak only as of the date on which they are made and we do not undertake any obligation to update
any forward-looking statement to reflect events or circumstances after the date of this Form 10-Q .
If we do update or correct one or more forward-looking statements, investors and others should not
conclude that we will make additional updates or corrections with respect thereto or with respect
to other forward-looking statements. Our actual results may vary materially.
  Page 22




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TECHNOLOGY SOLUTIONS COMPANY
 PART I. FINANCIAL INFORMATION
(Continued)
 
 ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   
 ITEM 4CONTROLS AND PROCEDURES.
  
 ITEM 4TCONTROLS AND PROCEDURES.
   Page 23




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TECHNOLOGY SOLUTIONS COMPANY
 
 PART II. OTHER INFORMATION
 
 ITEM 1LEGAL PROCEEDINGS.
  
 ITEM 1ARISK FACTORS.
  
 ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 (c) STOCK REPURCHASES
 (c) Total number
    
    
    (d) Maximum number ofof shares
    
    
    shares (or approximate(a) Total
    

    
    
    
    
    
    
    purchased as part
    
    
    dollar value of shares)number
    
    
    (b) Average
    
    
    of publicly
    
    
    that may yet beof shares
    
    
    price paid per
    
    
    announced plans or
    
    
    purchased under thePeriod
    
    purchased
    
    
    share
    
    
    programs
    
    
    plans or programsJanuary 1, 2008  January
31, 2008
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360February 1, 2008 
February 29, 2008
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360March 1, 2008  March 31,
2008
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360Total
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360
   Page 24




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 PART II. OTHER INFORMATION  (Continued)
 
 ITEM 3DEFAULT UPON SENIOR SECURITIES.
  
 ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5OTHER INFORMATION.
  
 ITEM 6EXHIBITS.
 Exhibit #
    
    Description of Document31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2*
    
    Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith  Page 25




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##### Table of Contents



SIGNATURE
  TECHNOLOGY SOLUTIONS COMPANYDate:  May 15, 2008
    By:
    /s/ TIMOTHY G. ROGERSTimothy G. RogersChief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)  Page 26




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##### Table of Contents



EXHIBIT INDEX
 Exhibit #
    
    Description of Document31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2*
    
    Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith  Page 27