rsg_ex107-70718.htm


    Exhibit
      10.7

     

    STOCK
      ACQUISITION AGREEMENT

    


    
      	
              DATE:

            	
              May
                17, 2007

            


    

    


    
      	
              BETWEEN:

            	
              The
                Resourcing Solutions Group, Inc. a Nevada
                corporation

            


    

    
      	
               

            	
              7621
                Little Ave., Suite 101

            


    

    
      	
               

            	
              Charlotte,
                NC 28226

            	
              (“TRSG”)

            


    

    


    
      	
              AND:

            	
              Michael
                Peterson and Antoinette Peterson, owners of all of the issued and
                outstanding shares of common stock of World Wide Personnel Services
                of
                Virginia, Inc., a Virginia
                corporation

            


    

    
      	
               

            	
              (“Peterson”)

            


    

    


    RECITALS

    


    A.           Peterson
      owns 100%  of the issued and outstanding shares (“Peterson
      Shares”) of World Wide Personnel Services of Virginia,  Inc., a
      Virginia corporation, which operates a professional services organization in
      the
      State of Virginia (“ World Wide”).

    


    B.           TRSG
      desires to acquire the Peterson Shares and Peterson desires to sell the Peterson
      Shares to TRSG, pursuant to the terms and conditions of this
      Agreement.

    


    NOW,
      THEREFORE, in
      consideration of the mutual promises and agreements set forth herein, the
      parties hereto do hereby  agree as follows:

    


    AGREEMENT

    


    1.           Effective
      Date    The effective
      date of
      this Agreement shall be June 1, 2007. (“Effective Date”).

    


    2.           Purchase
      of Peterson Shares.    At
      the Closing, as
      defined in Section 8 of this Agreement, Peterson shall assign, transfer and
      deliver to TRSG the Peterson Shares. The purchase price of the Peterson Shares
      shall be $200,000.00 (“Purchase Price”).  The Purchase Price
      shall be paid by TRSG in the form of its convertible promissory note in the
      form
      attached hereto as Exhibit “A” (“TRSG Note”). The assignment, transfer,
      and delivery by Peterson of the Peterson Shares to TRSG shall be effected on
      the
      Closing Date by Peterson’s execution and delivery of documents and instruments
      necessary to assign, transfer, and deliver the Peterson Shares, free and clear
      of any and all liens, encumbrances, security interests, claims and other
      restrictions or charges of any kind whatsoever in exchange for the delivery
      to
      Peterson of the TRSG Note.

    


    
      
        
        

      

      
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          1
          - Stock Purchase Agreement

        
          

        

      

      
        
        

      

    

    3.           Due
      Diligence Review    TRSG and Peterson
      shall permit their respective employees, agents, accountants, legal counsel
      and
      other representatives to have access to each others  books, records,
      employees, counsel, accountants, and other representatives at all reasonable
      times for the purpose of conducting their respective due diligence
      investigation. Each party will make available to the other for examination
      and
      reproduction all documents and data of every kind and character relating to
      this
      Agreement and the transactions contemplated hereby, in possession or control
      of,
      or subject to reasonable access by either party.  All such due
      diligence investigation shall be completed and each party shall notify the
      other
      in writing of the satisfaction or removal of this due diligence review condition
      within thirty (30) days of the Effective Date. Upon mutual agreement of the
      parties, additional time may be allowed to complete such due diligence
      investigation. Should a party (“Reviewing Party”) become aware of any
      information during its due diligence investigation which, in the opinion of
      the
      Reviewing Party,  could have material adverse impact on this Agreement
      and/or the transactions contemplated hereby, the Reviewing Party shall
      immediately notify the other party (“Receiving Party”) in writing of
      such information and the concerns which such information has
      caused.  The Receiving Party shall have a reasonable time to respond
      to those concerns. In the event that the concerns cannot be resolved to the
      satisfaction of the Reviewing Party,  the Reviewing
      Party  shall have the right to terminate this Agreement without
      further liability hereunder. Each party shall bear the costs and expenses of
      its
      own due diligence investigation hereunder, including the fees and expenses
      of
      professional advisors.

    


    4.           Conduct
      of Business; Interim Operations    Pending the Closing
      of this Agreement and the transactions contemplated thereby, Peterson shall
      use
      their best efforts to conduct the business of World Wide in a reasonable and
      prudent manner in accordance with its past practices, to preserve its existing
      business organizations and relationships with its employees, customers, clients
      and others with whom it has a business relationship, to preserve and protect
      its
      properties, and to conduct its business in compliance with applicable laws
      and
      regulations. Without the prior written consent of TRSG, World Wide shall
      not:

    


    (a)           merge
      into or with or consolidate with, any other corporation;

    


    (b)           amend
      its articles of incorporation or bylaws;

    


    (c)           issue
      any capital stock or other securities, or grant or enter into any agreement
      to
      grant, any options, convertible rights, warrants, calls,
      or  agreements relating to its securities;

    


    (d)           enter
      into, or terminate, any material agreement;

    


    (e)           engage
      in any one or more activities or transactions outside the ordinary course of
      business;

    


    (f)           enter
      into any transaction or make any commitment which could result in any
      of  the warranties and representations of Peterson contained in this
      Agreement not being true and correct after the occurrence of
      such  transaction or event.

    


    


    
      
        
        

      

      
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          - Stock Purchase Agreement

        
          

        

      

      
        
        

      

    

    5.           Warranties
      and Representations of Peterson    Peterson
      warrants and
      represents to TRSG, as of the date hereof, as follows:

    


    (a)           World
      Wide Personnel Services of Virginia, Inc. is a corporation duly organized under
      the laws of the State of Virginia, validly existing and in good standing,
      authorized to exercise all its corporate powers, rights and privilege
      and  has the corporate power and authority to own and operate its
      properties and to carry on its business as now conducted.

    


    (b)           Peterson
      has all requisite legal and corporate power to execute and deliver this
      Agreement, consummate the transactions contemplated hereby and perform its
      obligations hereunder.

    


    (c)           All
      corporate action on the part of World Wide necessary for the authorization,
      execution, delivery and performance of all obligations under this Agreement
      will
      be taken and this Agreement constitutes a legal, valid and binding
      obligation  enforceable according to its terms.

    


    (d)           Peterson
      has, and will have at Closing, legal and beneficial ownership of Peterson
      Shares, free and clear of any and all liens and encumbrances or other
      restrictions or limitations and has, and will have at Closing, all required
      legal and corporate power to transfer and convey Peterson Shares to
      TRSG.

    


    (e)           There
      are no claims, actions, suits, investigations or proceedings against Peterson
      or
      World Wide pending or, to the knowledge of Peterson, threatened in any court
      or
      before or by any governmental authority, or before any arbitrator, that might
      have an adverse effect on World Wide or Peterson Shares, and to the knowledge
      of
      Peterson, there is no basis for any such claim., action, suit, investigation
      or
      proceeding that is likely to result in a judgment, decree or order having an
      adverse effect on World Wide or Peterson Shares. Peterson and World Wide are
      not
      in default under, and no condition exists that would (i) constitute a default
      under, or breach or violation of, any legal requirement, permit or contract
      applicable to Peterson or World Wide, or (ii) accelerate or permit the
      acceleration of the performance required under, or give any party the right,
      to
      terminate any contract other than the lawsuit filed by PML North America, LLC
      in
      U. S. District Court for the Eastern District of Michigan  (Case No.
      06-cv-14447).

    


    (f)           No
      suit, action or other proceeding is pending or, or to the knowledge of Peterson,
      threatened before any governmental authority seeking to restrain Peterson or
      prohibit its entry into this Agreement or prohibit the Closing, or seeking
      damages against Peterson or World Wide as a result of the consummation of this
      Agreement other than the lawsuit filed by PML North America, LLC in U. S.
      District Court for the Eastern District of Michigan. (Case No.
      06-cv-14447).

    


    (g)           Neither
      the execution and delivery of this Agreement nor the carrying out of any of
      the
      transactions contemplated hereby will:

     

    
      
        
        

      

      
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          3
          - Stock Purchase Agreement

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              i.

            	
              violate
                or conflict with any of the terms and conditions or provisions of
                the
                articles of incorporation or bylaws of World
                Wide;

            


    

    


    
      	
               

            	
              ii.

            	
              violate
                any legal requirement applicable to Peterson or World
                Wide;

            


    

    


    
      	
               

            	
              iii.

            	
              violate,
                conflict with, result in a breach of, constitute a default under,
                or
                accelerate or permit the acceleration of the performance required
                by, or
                give any other party the right to terminate, any contract or permit
                applicable to Peterson or World
                Wide;

            


    

    


    
      	
               

            	
              iv.

            	
              result
                in the creation of any lien, charge or other encumbrance on  any
                property of Peterson or World Wide other than as provided for herein;
                or

            


    

    


    
      	
               

            	
              v.

            	
              require
                Peterson or World Wide to obtain or make any waiver, consent, action,
                approval or authorization of, or registration, declaration, notice
                or
                filing with, any private non-governmental third party or any governmental
                authority.

            


    

    


     

    7.           Warranties
      and Representationsof
      TRSG           TRSG
      warrants and represents to Peterson as follows:

    


    (a)           TRSG
      is a corporation duly organized under the laws of the State of Nevada, validly
      existing and in good standing, is authorized to exercise all its corporate
      powers, rights and privileges and has the corporate power and authority to
      own
      and operate its properties and to carry on its businesses as now
      conducted.

    


    (b)           TRSG
      has all requisite legal and corporate power to execute and deliver this
      Agreement, consummate the transactions contemplated hereby and perform its
      obligations hereunder.

     

    (c)           All
      corporate action on TRSG’s part necessary for the authorization, execution,
      delivery and performance of all obligations under this Agreement and for the
      issuance and delivery of the TRSG Note will be taken, and this Agreement
      constitutes a legal, valid and binding obligation of TRSG enforceable according
      to its terms.

    


    (d)           Neither
      the execution and delivery of this Agreement nor the carrying out of any of
      the
      transactions contemplated hereby will:

    


    
      	
               

            	
              i.

            	
              violate
                or conflict with any of the terms and conditions or provisions of
                the
                articles of incorporation or bylaws of
                TRSG;

            


    

    


    
      	
               

            	
              ii.

            	
              violate
                any legal requirement applicable to
                TRSG;

            


    

     

    
      
        
        

      

      
        Page
          4
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              iii.

            	
              violate,
                conflict with, result in a breach of, constitute a default under,
                or
                accelerate or permit the acceleration of the performance required
                by, or
                give any other party the right to terminate, any contract or permit
                applicable to TRSG;

            


    

    


    
      	
               

            	
              iv.

            	
              result
                in the creation of any lien, charge or other encumbrance on  any
                property of TRSG; or

            


    

    


    
      	
               

            	
              v.

            	
              require
                TRSG to obtain or make any waiver, consent, action, approval or
                authorization of, or registration, declaration, notice or filing
                with, any
                private non-governmental third party or any governmental
                authority.

            


    

    


    


    (e)           The
      TRSG Note, when issued and delivered in accordance with the terms of this
      Agreement and for the consideration expressed herein, shall be duly and validly
      issued.

    


    (f)           No
      suit, action or other proceeding is pending or, to TRSG’s best knowledge,
      threatened before any governmental authority seeking to restrain TRSG or
      prohibit entry into this Agreement or prohibit the Closing, or seeking damages
      against TRSG or its properties as a result of the consummation of this
      Agreement.

    


    7.           Covenants.

     

    7.1           Approval
      of Directors    Prior to the
      effective date of this Agreement, TRSG and World Wide, to the extent required,
      shall each hold a special meeting of their respective Boards of Directors to
      approve the Agreement and the transactions contemplated thereby.

     

    7.2           Third
      Party Consents    TRSG and Peterson
      each agree to use their respective best efforts to obtain, as soon as reasonably
      practicable, all permits, authorizations, consents, waivers and approvals from
      third parties or governmental authorities necessary to consummate this Agreement
      and the transactions contemplated hereby.

     

    8.           Closing    Subject
      to
      the satisfaction of the conditions set forth in Section 9 and Section 10 of
      this
      Agreement, the closing of the transactions contemplated hereby
      (“Closing”) shall be held at Charlotte, North Carolina. The date upon which
      the Closing occurs is hereinafter referred to as the “Closing Date”. If by the
      close of business on June 1, 2007, Closing has not occurred,
      then either party hereto may terminate this Agreement by written notice to
      such
      effect to the other party without liability to any other party to this Agreement
      unless the reason for the Closing having not occurred
      is (i) such party’s willful breach of this Agreement, or
      (ii) , if all of the conditions to such party’s obligations set forth in Section
      10 and Section 11 of this Agreement have been satisfied or
      waived in writing by the date scheduled for the Closing, the failure of such
      party to perform its obligations under this Agreement on such date.
      However,  any termination pursuant to this Section 9 shall not relieve
      any party hereto who was responsible for Closing having not occurred of
      liability for such party’s willful breach of this Agreement or the failure of
      such party to perform its obligations under this Section 9 on such
      date.

     

    
      
        
        

      

      
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    9.           Conditions
      to Obligations of TRSG    The obligations
      of
      TRSG to carry out the transactions contemplated by this Agreement are subject,
      at the option of the TRSG, to the satisfaction, or waiver by TRSG, of the
      following conditions:

     

    (a)           All
      warranties and representations of Peterson contained in this Agreement shall
      be
      true and correct in all material respects as of the Closing and Peterson shall
      have performed and satisfied in all material respects all agreements and
      covenants required by this Agreement to be performed or satisfied by it at
      or
      prior to the Closing.

     

    (b)           As
      of the Closing Date, no suit, action, or other proceeding, shall be pending
      or
      threatened before any court or governmental agency seeking to restrain TRSG
      or
      prohibit the Closing or seeking damages against TRSG or Peterson or World Wide
      as a result of the consummation of this Agreement.

     

    (c)           Since
      the date of this Agreement and up to and including the Closing there have not
      been:

     

    
      	
               

            	
              i.

            	
              any
                changes in the business, operations, prospects or financial condition
                of
                World Wide that had or might have a material adverse effect on World
                Wide;
                or

            


    

     

    
      	
               

            	
              ii.

            	
              any
                damage, destruction or loss to World Wide that had or might have
                an
                adverse effect on World Wide or Peterson
                Shares.

            


    

     

    (d)           Peterson
      shall have furnished TRSG with a copy of all necessary corporate action on
      its
      behalf approving Peterson’s execution, delivery and performance of this
      Agreement.

     

    (e)           TRSG
      shall have completed its due diligence investigation and the results thereof
      have not revealed that any of the warranties and representations of Peterson
      set
      forth herein are untrue or incorrect in any respect or otherwise unsatisfactory
      to TRSG or that exceptions, if any, have been resolved to the satisfaction
      of
      TRSG.

     

    (f)           TRSG
      shall have received written evidence, in form and substance satisfactory to
      it,
      of the consent to the transactions contemplated by this Agreement of all
      governmental and private third parties where the absence of any such consent
      would result in a violation of law or breach or default under any agreement
      to
      which Peterson is a party.

     

    10.           Conditions
      to Obligations of Peterson    The obligations
      of
      Peterson to carry out the transactions contemplated by this Agreement are
      subject, at the option of the Peterson, to the satisfaction or waiver by
      Peterson, of the following conditions:

     

    
      
        
        

      

      
        Page
          6
          - Stock Purchase Agreement

        
          

        

      

      
        
        

      

    

    (a)           TRSG
      shall have furnished Peterson with copies of all necessary corporate action
      on
      its behalf approving the execution, delivery and performance of this
      Agreement.

     

    (b)           All
      warranties and representations of TRSG contained in this Agreement shall be
      true
      and correct in all material respects as of the Closing and TRSG shall have
      performed and satisfied in all material respects all agreements and covenants
      required by this Agreement to be performed or satisfied by it at or prior to
      the
      Closing.

     

    (c)           As
      of the Closing Date, no suit, action, or other proceeding, shall be pending
      or
      threatened before any court or governmental agency seeking to restrain Peterson
      or World Wide or prohibit the Closing or seeking damages against TRSG or
      Peterson or World Wide as a result of the consummation of this
      Agreement.

     

    11.           Indemnification    Peterson
      agrees to indemnify and hold harmless TRSG from and against any and all damages,
      liabilities, obligations, penalties, fines, judgments, claims, deficiencies,
      losses, costs, expenses and assessments arising out of, resulting from or in
      any
      way related to (a) a breach of, or failure to perform or satisfy any of, the
      warranties and representations, covenants and agreements made by Peterson in
      this Agreement or in any document or certificate delivered by Peterson at the
      Closing, or (b) the existence of any liabilities or obligations of World Wide
      other than those disclosed in Schedule 13 attached hereto.

     

    12.           Notices    All
      notice,
      consents, waivers and other communications required or permitted by this
      Agreement shall be in writing and shall be deemed given to a party when (a)
      delivered to the appropriate address by hand or by nationally recognized
      overnight courier service, with costs prepaid; (b) sent by facsimile or e-mail
      with confirmation of transmission by the transmitting equipment; or (c) sent
      by
      certified mail, return receipt requested, in each case to the following
      addresses, facsimile numbers or e-mail addresses and marked to the attention
      of
      the person designated below:

     

    To
      TRSG:

     

    Gary
      Musselman

    7621
      Little Ave., Suite
      101

    Charlotte,
      NC 28226

    Facsimile:
      (704) 501-5651

    E-mail:
      Gmusselman@asmarahr.com

     

     

    
      
        
        

      

      
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          - Stock Purchase Agreement

        
          

        

      

      
        
        

      

    

    To:
      Peterson:

     

    Michael
      Peterson or Antoinette
      Peterson

    163
      Creekside Lane

    Winchester,
      VA 22602

    Facsimile:
      (540) 667-1984

    E-Mail:
      Tpeterson@asmarahr.com

    Toni@worldwideps.com

     

    13.           Expenses    Each
      party
      shall bear the costs and expenses of its own fees and expenses of professional
      advisors and other costs relating to this Agreement.

     

    14.           Arbitration
      Required/Mediation First Option.    Any dispute or
      claim
      that arises out of or that relates to this agreement, or to the interpretation
      or breach thereof, or to the existence, scope, or validity of this agreement
      or
      the arbitration agreement, shall be resolved by arbitration in accordance with
      the then effective arbitration rules of American Arbitration Association.
      Judgment upon the award rendered pursuant to such arbitration may be entered
      in
      any court having jurisdiction thereof.  The parties acknowledge that
      mediation usually helps parties to settle their dispute.  Therefore,
      any party may propose mediation whenever appropriate through the
      organization  named above or any other mediation process or mediator
      as the parties may agree upon.

     

    15.           Binding
      Effect    This Agreement
      shall  be binding upon and inure to the benefit of the parties hereto
      and their respective  successors and assigns; but neither this
      Agreement nor any of the rights, benefits or obligations hereunder shall be
      assigned, by operation of law or otherwise, by either party hereto without
      the
      prior written consent of the other party, which approval shall not be
      unreasonably withheld.

     

    16.           Survival
      of Warranties and Representations    The warranties
      and
      Representations of the parties as  set forth in this Agreement are the
      exclusive warranties and representations of the parties. All warranties and
      representations, covenants and agreements by the parties to this Agreement
      shall
      expressly survive the Closing.

     

    17.           Governing
      Law    This Agreement
      and
      the documents and instruments delivered pursuant hereto shall be governed by
      and
      construed in accordance with the laws of the State of North Carolina. Each
      party
      hereto irrevocably submits to the jurisdiction of the court of the State of
      North Carolina, in any action or proceeding arising out of or relating to this
      Agreement. Each party hereto consents to service of process by any means
      authorized by applicable law and waives the defense of an inconvenient form
      to
      the maintenance of such action or proceeding in any such court.

     

    
      
        
        

      

      
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    18.           Severability    The
      provisions of this Agreement are severable. If any one or more provisions may
      be
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions, to the extent enforceable, shall nevertheless be binding
      and enforceable.

     

    19.           Non-Waiver    Failure
      by
      any party at any time to require performance of the other party of the
      provisions of this Agreement shall in no way affect any party’s rights hereunder
      to enforce the same, nor shall any such waiver by either party of any breach
      be
      held to be a waiver of any succeeding breach or waiver of this
      clause.

     

    20.           Remedies    The
      rights and remedies provided by this Agreement are cumulative and the use of
      any
      one right or remedy by any party hereto shall not preclude or constitute a
      waiver of its rights to use any or all other remedies. Such rights and remedies
      are given in addition to any other rights and remedies a party may have by
      law,
      statute or otherwise.

     

    21.           Attorneys’
      Fees    In the event
      suit or action is brought, or an arbitration proceeding is initiated, to enforce
      or interpret any of the provisions of this agreement, or that arise out of
      or
      relate to this agreement, the prevailing party shall be entitled to reasonable
      attorney’s fees in connection therewith.  The determination of who is
      the prevailing party and the amount of reasonable attorney's fees to be paid
      to
      the prevailing party shall be decided by the arbitrator(s) (with respect to
      attorney's fees incurred prior to and during the arbitration proceedings) and
      by
      the court or courts, including any appellate court, in which such matter is
      tried, heard, or decided, including a court that hears a request to compel
      or
      stay litigation or that hears any exceptions or objections to, or requests
      to
      modify, correct, or vacate, an arbitration award submitted to it for
      confirmation as a judgment (with respect to attorney's fees incurred in such
      court proceedings).

     

    22.           Entire
      Agreement    This Agreement,
      together with all exhibits attached hereto,  constitutes the entire
      agreement between the parties with respect to the subject matter hereof and
      supersedes all prior agreements, understandings, negotiations and discussions,
      whether oral or written, by any of the parties or by any officer or
      representative of any party.  No amendment or modification of this
      Agreement shall be binding unless executed in writing by the party to be bound
      thereby.

     

    23.           Counterparts    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

     

    24.           Advice
      of Counsel    This Agreement
      was
      prepared by the Law Office of Robert C. Laskowski on behalf of TRSG and Peterson
      have been advised to retain their own legal counsel to represent them in
      connection with this Agreement and they have elected not to seek the advice
      of
      such legal counsel.

     

    


     

    


     

    
      
        
        

      

      
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          9
          - Stock Purchase Agreement

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the dates
      indicated below.

     

    TRSG
      CORP.

     

    
      	
              By:
                /s/ GARY
                MUSSELMAN                
                

            	
              Date: 
                May 17,
                2007      

            


    

     

    Name:
      Gary Musselman

     

    Title:
      President/CEO

     

    MICHAEL
      PETERSON AND ANTOINETTE PETERSON, AS HOLDERS OF 100% OF

     

    THE
      ISSUED AND OUTSTANDING COMMON STOCK OF WORLD WIDE

     

    PERSONNEL
      SERVICES OF VIRGINIA, INC.

     

    
       

      
        	
                
                  /s/
                    MICHAEL
                    PETERSON                                                                    
                    

                

              	
                Date: 
                  May 17,
                  2007      

              


      

       

      
        	
                
                  /s/
                    ANTOINETTE
                    PETERSON                                                             
                    

                

              	
                Date: 
                  May 17,
                  2007      

              


      



    


     

     

     

     

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