##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 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 September 30, 2007
 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. Yes þ No o
 Indicate by check mark whether the registrant is a large accelerated filer , an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the            Exchange Act. (Check one):
 Large accelerated Filer o Accelerated Filer o       Non-accelerated Filer þ
 Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of
the Exchange Act) Yes o No þ
 As of November 7, 2007 there were outstanding 2,544,712 shares of TSC Common Stock, par value
$.01.




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##### 



TECHNOLOGY SOLUTIONS COMPANY  Index to Form 10-Q
 PageNumberPart IITEM 1. FINANCIAL STATEMENTSConsolidated Balance Sheets as of
September 30, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2007 and 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    23ITEM 4. CONTROLS AND PROCEDURES
    
    
    23ITEM 4T. CONTROLS AND PROCEDURES
    
    
    23Part IIOTHER INFORMATIONITEM 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 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   Page 2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    10,742
    
    
    $
    13,510Receivables, less allowance for doubtful receivables
of $10 and $66
    
    
    4,926
    
    
    
    7,655Loan receivable
    
    
    
    
    
    
    3,400Other current assets
    
    
    321
    
    
    
    575Total current assets
    
    
    15,989
    
    
    
    25,140COMPUTERS, FURNITURE AND EQUIPMENT, NET
    
    
    189
    
    
    
    35INTANGIBLE ASSETS, NET
    
    
    567
    
    
    
    867Total assets
    
    $
    16,745
    
    
    $
    26,042LIABILITIES AND
STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,191
    
    
    $
    1,642Accrued compensation and related costs
    
    
    3,838
    
    
    
    3,727Restructuring accruals
    
    
    130
    
    
    
    400Other current liabilities
    
    
    1,203
    
    
    
    2,193Total current liabilities
    
    
    6,362
    
    
    
    7,962COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS 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;
shares outstanding 2,559,247 and 2,507,375
    
    
    27
    
    
    
    27Capital in excess of par value
    
    
    129,894
    
    
    
    130,183Accumulated deficit
    
    
    (115,517
    )
    
    
    (107,521
    )Treasury stock, at cost, 118,205 and 170,077 shares
    
    
    (4,231
    )
    
    
    (4,819
    )Accumulated other comprehensive income:Cumulative translation adjustment
    
    
    210
    
    
    
    210Total stockholders equity
    
    
    10,383
    
    
    
    18,080Total liabilities and stockholders equity
    
    $
    16,745
    
    
    $
    26,042
   Page 3




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TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three
    
    
    For the NineMonths Ended
    
    
    Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)
    
    
    (unaudited)REVENUES:Revenues before reimbursements
    
    $
    5,545
    
    
    $
    8,743
    
    
    $
    17,938
    
    
    $
    29,661Reimbursements
    
    
    699
    
    
    
    1,290
    
    
    
    2,432
    
    
    
    4,032Total Revenues
    
    
    6,244
    
    
    
    10,033
    
    
    
    20,370
    
    
    
    33,693COSTS AND EXPENSES:Project personnel
    
    
    4,185
    
    
    
    6,139
    
    
    
    12,997
    
    
    
    17,543Other project expenses
    
    
    978
    
    
    
    2,334
    
    
    
    3,716
    
    
    
    6,842Reimbursable expenses
    
    
    699
    
    
    
    1,290
    
    
    
    2,432
    
    
    
    4,032Cost of Services
    
    
    5,862
    
    
    
    9,763
    
    
    
    19,145
    
    
    
    28,417Management and administrative support
    
    
    2,725
    
    
    
    2,687
    
    
    
    9,367
    
    
    
    8,812Intangible asset amortization
    
    
    49
    
    
    
    260
    
    
    
    156
    
    
    
    736Intangible asset impairment
    
    
    
    
    
    
    
    
    
    
    143
    
    
    
    Total Costs and Expenses
    
    
    8,636
    
    
    
    12,710
    
    
    
    28,811
    
    
    
    37,965OPERATING LOSS
    
    
    (2,392
    )
    
    
    (2,677
    )
    
    
    (8,441
    )
    
    
    (4,272
    )OTHER INCOME:Net investment income
    
    
    126
    
    
    
    335
    
    
    
    446
    
    
    
    710LOSS BEFORE INCOME TAXES
    
    
    (2,266
    )
    
    
    (2,342
    )
    
    
    (7,995
    )
    
    
    (3,562
    )INCOME TAX PROVISION
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    $
    (2,266
    )
    
    $
    (2,342
    )
    
    $
    (7,995
    )
    
    $
    (3,562
    )BASIC AND DILUTED NET LOSS
PER COMMON SHARE
    
    $
    (0.89
    )
    
    $
    (0.93
    )
    
    $
    (3.15
    )
    
    $
    (1.44
    )BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING
    
    
    2,548
    
    
    
    2,507
    
    
    
    2,534
    
    
    
    2,467
   Page 4




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TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For theNine Months EndedSeptember 30,2007
    
    

2006(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (7,995
    )
    
    $
    (3,562
    )Adjustments to reconcile net loss to net
cash from operating activities:Intangible asset impairment
    
    
    143
    
    
    
    Depreciation and amortization
    
    
    190
    
    
    
    816Non-cash stock compensation
    
    
    446
    
    
    
    589Changes in assets and liabilities:Receivables
    
    
    2,729
    
    
    
    (731
    )Loan receivable
    
    
    3,400
    
    
    
    Other current assets
    
    
    254
    
    
    
    (260
    )Accounts payable
    
    
    (451
    )
    
    
    307Accrued compensation and related costs
    
    
    111
    
    
    
    646Restructuring accruals
    
    
    (270
    )
    
    
    (911
    )Other current liabilities
    
    
    (990
    )
    
    
    145Other assets
    
    
    
    
    
    
    2Net cash used in operating activities
    
    
    (2,433
    )
    
    
    (2,959
    )CASH FLOWS FROM INVESTING ACTIVITIES:Net assets of acquired businesses, net of cash
    
    
    
    
    
    
    (2,734
    )Capital expenditures
    
    
    (187
    )
    
    
    (30
    )Net cash used in investing activities
    
    
    (187
    )
    
    
    (2,764
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payment of employee payroll taxes in lieu of shares for
vested restricted stock units
    
    
    (148
    )
    
    
    Net cash used in financing activities
    
    
    (148
    )
    
    
    EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS
    
    
    
    
    
    
    (85
    )DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    (2,768
    )
    
    
    (5,808
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    13,510
    
    
    
    20,135CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    10,742
    
    
    $
    14,327SUPPLEMENTAL DISCLOSURES:Noncash investing activities:Common stock issued for acquisition activity
    
    $
    
    
    
    $
    1,400
   Page 5




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##### Table of Contents



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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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)
 NOTE 4  INCOME TAXES
    NOTE 5  STOCK-BASED COMPENSATION
  NOTE 6  CAPITAL STOCK
     Page 7




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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)
 NOTE 7  LOSS PER COMMON SHARE
   September 30, 2007
    
    
    September 30, 2006Shares
    
    
    Per
    
    
    
    
    
    
    Shares
    
    
    PerNet
    
    
    (In
    
    
    Common
    
    
    Net
    
    
    (In
    
    
    CommonLoss
    
    
    Thousands)
    
    
    Share
    
    
    Loss
    
    
    Thousands)
    
    
    ShareBasic loss per share
    
    $
    (2,266
    )
    
    
    2,548
    
    
    $
    (0.89
    )
    
    $
    (2,342
    )
    
    
    2,507
    
    
    $
    (0.93
    )Effect of common
equivalent shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted loss per share
    
    $
    (2,266
    )
    
    
    2,548
    
    
    $
    (0.89
    )
    
    $
    (2,342
    )
    
    
    2,507
    
    
    $
    (0.93
    )
  September 30, 2007
    
    
    September 30, 2006Shares
    
    
    Per
    
    
    
    
    
    
    Shares
    
    
    PerNet
    
    
    (In
    
    
    Common
    
    
    Net
    
    
    (In
    
    
    CommonLoss
    
    
    Thousands)
    
    
    Share
    
    
    Loss
    
    
    Thousands)
    
    
    ShareBasic loss per share
    
    $
    (7,995
    )
    
    
    2,534
    
    
    $
    (3.15
    )
    
    $
    (3,562
    )
    
    
    2,467
    
    
    $
    (1.44
    )Effect of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted loss per share
    
    $
    (7,995
    )
    
    
    2,534
    
    
    $
    (3.15
    )
    
    $
    (3,562
    )
    
    
    2,467
    
    
    $
    (1.44
    )
  Page 8




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)
 NOTE 8  INTANGIBLE ASSETS, NET
  Non-Customer
    
    
    compete
    
    
    Other
    
    
    TradeRelated
    
    
    Agreements
    
    
    Agreements
    
    
    Name
    
    
    TotalBalance as of December 31,
2006
    
    $
    283
    
    
    $
    100
    
    
    $
    215
    
    
    $
    269
    
    
    $
    867Amortization
    
    
    (96
    )
    
    
    (41
    )
    
    
    (20
    )
    
    
    
    
    
    
    (157
    )Impairment loss
    
    
    
    
    
    
    
    
    
    
    (143
    )
    
    
    
    
    
    
    (143
    )Balance as of September
30, 2007
    
    $
    187
    
    
    $
    59
    
    
    $
    52
    
    
    $
    269
    
    
    $
    567
  NOTE 9  OTHER EVENTS
  Balance as ofRestructuring and Other Charges 
    
    
    
    
    
    Cash(1)
    
    
    Non-cash
    
    
    September 30,Q4 2005
    
    Charge
    
    
    Payments
    
    
    Usage
    
    
    2007Former CEO severance costs
    
    $
    438
    
    
    $
    393
    
    
    $
    
    
    
    $
    45Severance costs (9 employees)
    
    
    340
    
    
    
    340
    
    
    
    
    
    
    
    Office reduction
    
    
    273
    
    
    
    273
    
    
    
    
    
    
    
    Other costs
    
    
    107
    
    
    
    107
    
    
    
    
    
    
    
    Total
    
    $
    1,158
    
    
    $
    1,113
    
    
    $
    
    
    
    $
    45
 
 (1)
    
    Net cash payments totaling $252 were made during the nine months ended September 30,
2007.  Page 9




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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)
  Balance as ofRestructuring and Other Charges Q2 2005
    
    Charge
    
    
    Cash(2)Payments
    
    
    Non-cash Usage
    
    
    September 30, 2007Severance costs (23 employees)
    
    $
    1,173
    
    
    $
    1,111
    
    
    $
    
    
    
    $
    62Office closures
    
    
    511
    
    
    
    333
    
    
    
    45
    
    
    
    133Other costs
    
    
    3
    
    
    
    2
    
    
    
    
    
    
    
    1Total original charge
    
    
    1,687
    
    
    
    1,446
    
    
    
    45
    
    
    
    196Q4 2005 adjustment
    
    
    (113
    )
    
    
    
    
    
    
    
    
    
    
    (113
    )Total
    
    $
    1,574
    
    
    $
    1,446
    
    
    $
    45
    
    
    $
    83
 
 (2)
    
    Net cash payments totaling $20 were made during the nine months ended September 30,
2007.  Page 10




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESULTS OF OPERATIONS
 OVERVIEW
      Page 11




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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
  Bad Debt Expense
  Management and Administrative Support
   Page 12




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Intangible asset amortization
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Revenue Recognition
  Allowance for Doubtful Receivables
   Page 13




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Accounting for Income Taxes
   Stock-Based Compensation
 Share-Based Payment
  Page 14




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Intangible Assets
     Restructuring and Other Charges
   Page 15




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 2006
 Revenues
   Costs and Expenses
   Page 16




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
      Operating Loss
  Other Income
  Income Tax Provision
   Page 17




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Shares Outstanding
  NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2006
 Revenues
  Costs and Expenses
      Page 18




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
    Operating Loss
  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)
  Payments Due By Period (In thousands)RemainingQuarter in2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    TotalOperating leases
    
    $
    80
    
    
    $
    232
    
    
    $
    198
    
    
    $
    33
    
    
    $
    543Cash outlay for
restructuring and
other charges
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128Purchase obligations (net of
restructuring and other
charges)
    
    
    73
    
    
    
    84
    
    
    
    27
    
    
    
    
    
    
    
    184Total
    
    $
    281
    
    
    $
    316
    
    
    $
    225
    
    
    $
    33
    
    
    $
    855
      Page 20




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  NEW ACCOUNTING STANDARDS
   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.
  Page 21




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 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; 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; our
ability to successfully integrate the Charter business with our business; 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, 2006 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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##### Table of Contents



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 approximatepurchased as part
    
    
    dollar value of shares)(a) Total number
    
    
    (b) Average
    
    
    of publicly
    
    
    that may yet beof shares
    
    
    price paid per
    
    
    announced plans
    
    
    purchased under thePeriod
    
    purchased
    
    
    share
    
    
    or programs
    
    
    plans or programsJuly 1, 2007  July 31,
2007
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360August 1, 2007  August
31, 2007
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360September 1, 2007 
September 30, 2007
    
    
    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 Document10.1*
    
    Chairman of the Board Bonus Compensation Plan10.2*
    
    Employment Agreement, dated September 24, 2007, by and between
the Company and Timothy G. Rogers31.1*
    
    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: November 14, 2007
    
    By:
    
    /s/ TIMOTHY G. ROGERSTimothy G. RogersChief Financial Officer(Duly Authorized Officer andPrincipal Financial Officer)
  Page 26




---



##### Table of Contents



EXHIBITS
 Exhibit #
    
    Description of Document10.1*
    
    Chairman of the Board Bonus Compensation Plan10.2*
    
    Employment Agreement, dated September 24, 2007, by and between
the Company and Timothy G. Rogers31.1*
    
    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