UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





x                                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended May 31, 2009





o                                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





Commission file number: 0-19049





FORTUNE INDUSTRIES, INC.


(Exact name of Registrant as specified in its charter)





INDIANA

                    20-2803889(State or other jurisdiction of

                    (IRS Employerincorporation or organization)

                    Identification Number)





6402 Corporate Drive

                    46278Indianapolis, IN

                    (Zip Code)(Address of principal executive offices)





(317) 532-1374


(Registrant’s telephone number, including area code)





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 x No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).





Large accelerated filer

                                 ̈

                                

                                Accelerated filer

                                 ̈Non-accelerated filer

                                 ̈

                                

                                Smaller reporting company

                                x(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes o No x





As of July 14, 2009, 12,082,173 shares of the Company’s $0.10 per share par value common stock were outstanding.








FORTUNE INDUSTRIES, INC.


FORM 10-Q


For The Quarterly Period Ended May 31, 2009





INDEX





PagePART  I.    Financial InformationITEM 1.  Financial StatementsConsolidated Balance Sheets as of May 31, 2009 (unaudited) and August 31, 2008

                        3Consolidated Statements of Operations for the three and nine month periods ended May 31, 2009 and 2008 (unaudited)

                        5Consolidated Statement of Changes in Shareholders’ Equity (Deficit) for the nine month period ended May 31, 2009 (unaudited)

                        6Consolidated Statements of Cash Flows for the nine month periods ended May 31, 2009 and 2008 (unaudited)

                        7Notes to the Unaudited Interim Consolidated Financial Statements

                        9ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

                        33ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

                        41ITEM 4.  Controls and Procedures

                        42PART II.    Other InformationITEM 1.    Legal Proceedings

                        42ITEM 1A. Risk Factors

                        42ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

                        42ITEM 3.    Defaults Upon Senior Securities

                        42ITEM 4.    Submission of Matters to a Vote of Security Holders

                        42ITEM 5.    Other Information

                        42ITEM 6.    Exhibits

                        42Signatures

                        43


2





PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements.





FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS


(DOLLARS IN THOUSANDS)





May 31,

                                                                        

                                                                        

                                                                        August 31,2009

                                                                        

                                                                        

                                                                        2008(Unaudited)

                                                                        

                                                                        

                                                                        (Audited)ASSETSCURRENT ASSETSCash and equivalents

                                                                        

                                                                        $

                                                                        2,189

                                                                        

                                                                        

                                                                        $

                                                                        4,740Restricted cash (Note 1)

                                                                        

                                                                        

                                                                        3,253

                                                                        

                                                                        

                                                                        

                                                                        5,370Accounts receivable, net (Note 4)

                                                                        

                                                                        

                                                                        3,503

                                                                        

                                                                        

                                                                        

                                                                        17,205Costs and estimated earnings in excess of billings on uncompleted contracts (Note 5)

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        2,785Inventory, net (Note 6)

                                                                        

                                                                        

                                                                        12

                                                                        

                                                                        

                                                                        

                                                                        4,367Deferred tax asset

                                                                        

                                                                        

                                                                        1,489

                                                                        

                                                                        

                                                                        

                                                                        1,535Prepaid expenses and other current assets

                                                                        

                                                                        

                                                                        946

                                                                        

                                                                        

                                                                        

                                                                        2,263Assets of discontinued operations, net (Note 11)

                                                                        

                                                                        

                                                                        145

                                                                        

                                                                        

                                                                        

                                                                        -Total Current Assets

                                                                        

                                                                        

                                                                        11,537

                                                                        

                                                                        

                                                                        

                                                                        38,265OTHER ASSETSProperty, plant & equipment, net (Note 7)

                                                                        

                                                                        

                                                                        781

                                                                        

                                                                        

                                                                        

                                                                        10,749Long-term accounts receivable (Note 4)

                                                                        

                                                                        

                                                                        -

                                                                        

                                                                        

                                                                        

                                                                        865Goodwill (Note 8)

                                                                        

                                                                        

                                                                        12,339

                                                                        

                                                                        

                                                                        

                                                                        12,491Other intangible assets, net (Note 8)

                                                                        

                                                                        

                                                                        3,297

                                                                        

                                                                        

                                                                        

                                                                        3,602Term note receivable related party (Note 2)

                                                                        

                                                                        

                                                                        3,275

                                                                        

                                                                        

                                                                        

                                                                        -Other long-term assets

                                                                        

                                                                        

                                                                        43

                                                                        

                                                                        

                                                                        

                                                                        140Total Other Assets

                                                                        

                                                                        

                                                                        19,735

                                                                        

                                                                        

                                                                        

                                                                        27,847TOTAL ASSETS

                                                                        

                                                                        $

                                                                        31,272

                                                                        

                                                                        

                                                                        $

                                                                        66,112





See Accompanying Notes to Unaudited Interim Consolidated Financial Statements.


3





FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS (CONTINUED)


(DOLLARS IN THOUSANDS)





May 31,

                                                                                            

                                                                                            

                                                                                            August 31,2009

                                                                                            

                                                                                            

                                                                                            2008(Unaudited)

                                                                                            

                                                                                            

                                                                                            (Audited)LIABILITIES AND SHAREHOLDERS' EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt-majority shareholder (Note 9)

                                                                                            

                                                                                            $

                                                                                            -

                                                                                            

                                                                                            

                                                                                            $

                                                                                            1,280Short- term debt and current maturities of long-term debt (Note 9)

                                                                                            

                                                                                            

                                                                                            275

                                                                                            

                                                                                            

                                                                                            

                                                                                            153Current maturities of convertible term note (Note 9)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            3,405Variable interest entity line of credit (Note 9)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            2,200Variable interest entity current maturities of long-term debt (Note 9)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            3,752Accounts payable

                                                                                            

                                                                                            

                                                                                            1,108

                                                                                            

                                                                                            

                                                                                            

                                                                                            5,550Health and workers' compensation reserves

                                                                                            

                                                                                            

                                                                                            3,696

                                                                                            

                                                                                            

                                                                                            

                                                                                            5,435Accrued expenses

                                                                                            

                                                                                            

                                                                                            7,040

                                                                                            

                                                                                            

                                                                                            

                                                                                            11,752Billings in excess of costs and estimated earnings onuncompleted contracts (Note 5)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            632Other current liabilities

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            412Liabilities of discontinued operations, net (Note 11)

                                                                                            

                                                                                            

                                                                                            1

                                                                                            

                                                                                            

                                                                                            

                                                                                            -Total Current Liabilities

                                                                                            

                                                                                            

                                                                                            12,120

                                                                                            

                                                                                            

                                                                                            

                                                                                            34,571LONG-TERM LIABILITIESLine of credit (Note 9)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            3,250Long-term debt, less current maturities (Note 9)

                                                                                            

                                                                                            

                                                                                            13

                                                                                            

                                                                                            

                                                                                            

                                                                                            189Variable interest entity long-term debt, less current maturities (Note 9)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            481Line of credit term note - majority shareholder (Note 9)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            30,720Other long-term liabilities

                                                                                            

                                                                                            

                                                                                            831

                                                                                            

                                                                                            

                                                                                            

                                                                                            831Total Long-Term Liabilities

                                                                                            

                                                                                            

                                                                                            844

                                                                                            

                                                                                            

                                                                                            

                                                                                            35,471Total Liabilities

                                                                                            

                                                                                            

                                                                                            12,964

                                                                                            

                                                                                            

                                                                                            

                                                                                            70,042MINORITY INTEREST IN VARIABLE INTEREST ENTITY (NOTE 3)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            (517

                                                                                            )SHAREHOLDERS' EQUITY (DEFICIT) (NOTE 13)Common stock, $0.10 par value; 150,000,000 authorized;12,082,173 and 11,383,373 issued and outstanding at May 31, 2009and August 31, 2008, respectively

                                                                                            

                                                                                            

                                                                                            1,187

                                                                                            

                                                                                            

                                                                                            

                                                                                            1,117Preferred stock, $0.10 par value; 1,000,000 authorized;296,180 and 79,180 issued and outstanding at May 31, 2009and August 31, 2008, respectively

                                                                                            

                                                                                            

                                                                                            29,618

                                                                                            

                                                                                            

                                                                                            

                                                                                            7,918Additional paid-in capital and warrants outstanding

                                                                                            

                                                                                            

                                                                                            19,253

                                                                                            

                                                                                            

                                                                                            

                                                                                            19,241Accumulated deficit

                                                                                            

                                                                                            

                                                                                            (31,750

                                                                                            )

                                                                                            

                                                                                            

                                                                                            (31,881

                                                                                            )Accumulated other comprehensive income (Note 14)

                                                                                            

                                                                                            

                                                                                            -

                                                                                            

                                                                                            

                                                                                            

                                                                                            192Total Shareholders' Equity (Deficit)

                                                                                            

                                                                                            

                                                                                            18,308

                                                                                            

                                                                                            

                                                                                            

                                                                                            (3,413

                                                                                            )TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                                                                            

                                                                                            $

                                                                                            31,272

                                                                                            

                                                                                            

                                                                                            $

                                                                                            66,112





See Accompanying Notes to Unaudited Interim Consolidated Financial Statements.


4


FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


(UNAUDITED)





Three Month Period Ended

                                                                                                        

                                                                                                        

                                                                                                        Nine Month Period EndedMay 31,

                                                                                                        

                                                                                                        

                                                                                                        May 31,

                                                                                                        

                                                                                                        

                                                                                                        May 31,

                                                                                                        

                                                                                                        

                                                                                                        May 31,2009

                                                                                                        

                                                                                                        

                                                                                                        2008

                                                                                                        

                                                                                                        

                                                                                                        2009

                                                                                                        

                                                                                                        

                                                                                                        2008REVENUESService revenues

                                                                                                        

                                                                                                        $

                                                                                                        15,393

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        21,978

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        50,057

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        68,278Product revenues

                                                                                                        

                                                                                                        

                                                                                                        -

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        18,222

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        17,929

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        57,605TOTAL REVENUES

                                                                                                        

                                                                                                        

                                                                                                        15,393

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        40,200

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        67,986

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        125,883COST OF REVENUESService cost of revenues

                                                                                                        

                                                                                                        

                                                                                                        12,300

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        17,467

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        39,528

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        54,451Product cost of revenues

                                                                                                        

                                                                                                        

                                                                                                        -

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        15,785

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        14,944

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        49,047TOTAL COST OF REVENUES

                                                                                                        

                                                                                                        

                                                                                                        12,300

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        33,252

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        54,472

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        103,498GROSS PROFIT

                                                                                                        

                                                                                                        

                                                                                                        3,093

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        6,948

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        13,514

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        22,385OPERATING EXPENSESSelling, general and administrative expenses

                                                                                                        

                                                                                                        

                                                                                                        2,568

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        8,149

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        11,744

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        22,529Depreciation and amortization

                                                                                                        

                                                                                                        

                                                                                                        207

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        844

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        798

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        2,262Total Operating Expenses

                                                                                                        

                                                                                                        

                                                                                                        2,775

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        8,993

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        12,542

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        24,791OPERATING INCOME (LOSS)

                                                                                                        

                                                                                                        

                                                                                                        318

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,045

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        972

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,406

                                                                                                        )OTHER INCOME (EXPENSE)Interest income

                                                                                                        

                                                                                                        

                                                                                                        69

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        40

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        107

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        197Interest expense

                                                                                                        

                                                                                                        

                                                                                                        (32

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        (629

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        (112

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        (2,357

                                                                                                        )Gain (Loss) on disposal of assets

                                                                                                        

                                                                                                        

                                                                                                        1

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        14

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (20

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        (33

                                                                                                        )Exchange rate gain

                                                                                                        

                                                                                                        

                                                                                                        -

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        3

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        1

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        42Other income

                                                                                                        

                                                                                                        

                                                                                                        42

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        15

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        76

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        28Total Other Income (Expense)

                                                                                                        

                                                                                                        

                                                                                                        80

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (557

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        52

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,123

                                                                                                        )INCOME (LOSS) BEFORE MINORITY INTEREST INVARIABLE INTEREST ENTITY

                                                                                                        

                                                                                                        

                                                                                                        398

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,602

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        1,024

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (4,529

                                                                                                        )Minority Interest in Variable Interest Entity (Note 3)

                                                                                                        

                                                                                                        

                                                                                                        -

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        306

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        -

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        774INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES

                                                                                                        

                                                                                                        

                                                                                                        398

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,908

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        1,024

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (5,303

                                                                                                        )Provision for income taxes

                                                                                                        

                                                                                                        

                                                                                                        26

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        48

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        70

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        234NET INCOME (LOSS) FROM CONTINUING OPERATIONS

                                                                                                        

                                                                                                        

                                                                                                        372

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,956

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        954

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (5,537

                                                                                                        )DISCONTINUED OPERATIONSIncome (loss) from discontinued operations (Note 11)

                                                                                                        

                                                                                                        

                                                                                                        8

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        -

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (70

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        -NET INCOME (LOSS)

                                                                                                        

                                                                                                        

                                                                                                        380

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (2,956

                                                                                                        )

                                                                                                        

                                                                                                        

                                                                                                        884

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        (5,537

                                                                                                        )Preferred stock dividends

                                                                                                        

                                                                                                        

                                                                                                        370

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        124

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        815

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        372NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS

                                                                                                        

                                                                                                        $

                                                                                                        10

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        (3,080

                                                                                                        )

                                                                                                        

                                                                                                        $

                                                                                                        69

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        (5,909

                                                                                                        )BASIC INCOME (LOSS) PER COMMON SHARE

                                                                                                        

                                                                                                        $

                                                                                                        0.00

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        (0.27

                                                                                                        )

                                                                                                        

                                                                                                        $

                                                                                                        0.01

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        (0.52

                                                                                                        )Basic weighted average shares outstanding

                                                                                                        

                                                                                                        

                                                                                                        12,082,173

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        11,391,823

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        11,828,878

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        11,391,823DILUTED INCOME (LOSS) PER COMMON SHARE

                                                                                                        

                                                                                                        $

                                                                                                        0.00

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        (0.27

                                                                                                        )

                                                                                                        

                                                                                                        $

                                                                                                        0.01

                                                                                                        

                                                                                                        

                                                                                                        $

                                                                                                        (0.52

                                                                                                        )Diluted weighted average shares outstanding

                                                                                                        

                                                                                                        

                                                                                                        14,592,336

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        12,771,670

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        13,740,144

                                                                                                        

                                                                                                        

                                                                                                        

                                                                                                        12,890,962





See Accompanying Notes to Unaudited Interim Consolidated Financial Statements.


5


FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)


(DOLLARS IN THOUSANDS)


(UNAUDITED)





Additional

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            AccumulatedPaid-in Capital

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            Other

                                                                            

                                                                            

                                                                            TotalCommon

                                                                            

                                                                            

                                                                            Preferred

                                                                            

                                                                            

                                                                            and Warrants

                                                                            

                                                                            

                                                                            Accumulated

                                                                            

                                                                            

                                                                            Comprehensive

                                                                            

                                                                            

                                                                            Shareholders'

                                                                            

                                                                            

                                                                            ComprehensiveStock

                                                                            

                                                                            

                                                                            Stock

                                                                            

                                                                            

                                                                            Outstanding

                                                                            

                                                                            

                                                                            Deficit

                                                                            

                                                                            

                                                                            Income

                                                                            

                                                                            

                                                                            Equity
                                                                                    (Deficit)

                                                                            

                                                                            

                                                                            IncomeBALANCE AT AUGUST 31, 2008

                                                                            

                                                                            $

                                                                            1,117

                                                                            

                                                                            

                                                                            $

                                                                            7,918

                                                                            

                                                                            

                                                                            $

                                                                            19,241

                                                                            

                                                                            

                                                                            $

                                                                            (31,881

                                                                            )

                                                                            

                                                                            $

                                                                            192

                                                                            

                                                                            

                                                                            $

                                                                            (3,413

                                                                            )Issuance of 708,800 shares of common stock for compensation

                                                                            

                                                                            

                                                                            71

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            124

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            195

                                                                            

                                                                            

                                                                            

                                                                            -Retirement of 10,000 shares of common stock

                                                                            

                                                                            

                                                                            (1

                                                                            )

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (61

                                                                            )

                                                                            

                                                                            

                                                                            62

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -Net income

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            884

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            884

                                                                            

                                                                            

                                                                            

                                                                            884Retirement of 79,180 shares of series B preferred stock

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (7,918

                                                                            )

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (7,918

                                                                            )

                                                                            

                                                                            

                                                                            -Issuance of 100,880 shares of series C preferred stock

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            29,618

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            

                                                                            29,618

                                                                            

                                                                            

                                                                            

                                                                            -Disposition of productive business assets

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (51

                                                                            )

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (192

                                                                            )

                                                                            

                                                                            

                                                                            (243

                                                                            )

                                                                            

                                                                            

                                                                            (192

                                                                            )Preferred stock dividends

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (815

                                                                            )

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            (815

                                                                            )

                                                                            

                                                                            

                                                                            -Total comprehensive income

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            

                                                                            -

                                                                            

                                                                            

                                                                            $

                                                                            692BALANCE AT MAY 31, 2009

                                                                            

                                                                            $

                                                                            1,187

                                                                            

                                                                            

                                                                            $

                                                                            29,618

                                                                            

                                                                            

                                                                            $

                                                                            19,253

                                                                            

                                                                            

                                                                            $

                                                                            (31,750

                                                                            )

                                                                            

                                                                            $

                                                                            -

                                                                            

                                                                            

                                                                            $

                                                                            18,308





See Accompanying Notes to Unaudited Interim Consolidated Financial Statements


6


FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS


(DOLLARS IN THOUSANDS)


(UNAUDITED)





Nine Months EndedMay 31,

                                                                                

                                                                                

                                                                                May 31,2009

                                                                                

                                                                                

                                                                                2008CASH FLOWS FROM OPERATING ACTIVITIESNet Income (Loss)

                                                                                

                                                                                $

                                                                                884

                                                                                

                                                                                

                                                                                $

                                                                                (5,537

                                                                                )Adjustments to reconcile net income (loss) to net cashprovided by (used in) operating activities:Depreciation and amortization

                                                                                

                                                                                

                                                                                965

                                                                                

                                                                                

                                                                                

                                                                                2,925Provision for gains (losses) on accounts receivable

                                                                                

                                                                                

                                                                                (142

                                                                                )

                                                                                

                                                                                

                                                                                22Loss on disposal of assets

                                                                                

                                                                                

                                                                                20

                                                                                

                                                                                

                                                                                

                                                                                33Stock based compensation

                                                                                

                                                                                

                                                                                195

                                                                                

                                                                                

                                                                                

                                                                                -Minority interest in variable interest entity income

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                774Changes in certain operating assets and liabilities:Restricted cash

                                                                                

                                                                                

                                                                                2,117

                                                                                

                                                                                

                                                                                

                                                                                (292

                                                                                )Accounts receivable

                                                                                

                                                                                

                                                                                (19

                                                                                )

                                                                                

                                                                                

                                                                                1,530Costs and estimated earnings in excess of billings onuncompleted contracts

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                (2,261

                                                                                )Inventory, net

                                                                                

                                                                                

                                                                                96

                                                                                

                                                                                

                                                                                

                                                                                2,176Prepaid assets and other current assets

                                                                                

                                                                                

                                                                                435

                                                                                

                                                                                

                                                                                

                                                                                1,628Assets of discontinued operations

                                                                                

                                                                                

                                                                                375

                                                                                

                                                                                

                                                                                

                                                                                -Other long-term assets

                                                                                

                                                                                

                                                                                5

                                                                                

                                                                                

                                                                                

                                                                                (32

                                                                                )Accounts payable

                                                                                

                                                                                

                                                                                404

                                                                                

                                                                                

                                                                                

                                                                                (1,318

                                                                                )Health and workers' compensation reserves

                                                                                

                                                                                

                                                                                (1,554

                                                                                )

                                                                                

                                                                                

                                                                                (760

                                                                                )Accrued expenses and other current liabilities

                                                                                

                                                                                

                                                                                (2,314

                                                                                )

                                                                                

                                                                                

                                                                                107Billings in excess of costs and estimated earnings onuncompleted contracts

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                (1

                                                                                )Liabilities of discontinued operations

                                                                                

                                                                                

                                                                                (217

                                                                                )

                                                                                

                                                                                

                                                                                -Net Cash Provided by (Used in) Operating Activities

                                                                                

                                                                                

                                                                                1,250

                                                                                

                                                                                

                                                                                

                                                                                (1,006

                                                                                )CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures

                                                                                

                                                                                

                                                                                (107

                                                                                )

                                                                                

                                                                                

                                                                                (1,307

                                                                                )Variable interest entity proceeds from sale of assets

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                390Proceeds from sale of assets

                                                                                

                                                                                

                                                                                7

                                                                                

                                                                                

                                                                                

                                                                                24Net Cash Used in Investing Activities

                                                                                

                                                                                

                                                                                (100

                                                                                )

                                                                                

                                                                                

                                                                                (893

                                                                                )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings (payments) on long-term debt majority shareholder

                                                                                

                                                                                

                                                                                (300

                                                                                )

                                                                                

                                                                                

                                                                                300Borrowings on short term debt

                                                                                

                                                                                

                                                                                250

                                                                                

                                                                                

                                                                                

                                                                                -Payments on short and long-term debt

                                                                                

                                                                                

                                                                                (48

                                                                                )

                                                                                

                                                                                

                                                                                (1,648

                                                                                )Variable interest entity payments on long-term debt

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                (704

                                                                                )Debt issuance costs

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                (150

                                                                                )Payments from convertible debentures

                                                                                

                                                                                

                                                                                (3,405

                                                                                )

                                                                                

                                                                                

                                                                                (1,591

                                                                                )Dividends on preferred stock

                                                                                

                                                                                

                                                                                (198

                                                                                )

                                                                                

                                                                                

                                                                                (372

                                                                                )Proceeds from variable interest entity member contributions

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                70Distributions to variable interest entity members

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                (776

                                                                                )Net Cash Used in Financing Activities

                                                                                

                                                                                

                                                                                (3,701

                                                                                )

                                                                                

                                                                                

                                                                                (4,871

                                                                                )Effect of exchange rate changes on cash

                                                                                

                                                                                

                                                                                -

                                                                                

                                                                                

                                                                                

                                                                                37NET DECREASE IN CASH AND EQUIVALENTS

                                                                                

                                                                                

                                                                                (2,551

                                                                                )

                                                                                

                                                                                

                                                                                (6,733

                                                                                )CASH AND EQUIVALENTSBeginning of Period

                                                                                

                                                                                

                                                                                4,740

                                                                                

                                                                                

                                                                                

                                                                                9,830End of Period

                                                                                

                                                                                $

                                                                                2,189

                                                                                

                                                                                

                                                                                $

                                                                                3,097


7


FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


(DOLLARS IN THOUSANDS)


(UNAUDITED)





Nine Months EndedMay 31,

                                                        

                                                        

                                                        May 31,2009

                                                        

                                                        

                                                        2008SUPPLEMENTAL DISCLOSURESInterest paid

                                                        

                                                        $

                                                        78

                                                        

                                                        

                                                        $

                                                        2,343Income taxes paid

                                                        

                                                        $

                                                        67

                                                        

                                                        

                                                        $

                                                        229Non-cash investing and financing activities:Stock distribution to variable interest entity members

                                                        

                                                        $

                                                        -

                                                        

                                                        

                                                        $

                                                        1,846Retirement of series B preferred stock in exchange for series C

                                                        

                                                        

                                                        (7,918

                                                        )

                                                        

                                                        

                                                        -Issuance of series C preferred stock in exchange for series B

                                                        

                                                        

                                                        7,918

                                                        

                                                        

                                                        

                                                        -Issuance of series C preferred stock for debt extinguishment

                                                        

                                                        

                                                        21,700

                                                        

                                                        

                                                        

                                                        -Term note receivable for disposition of assets

                                                        

                                                        

                                                        (3,240

                                                        )

                                                        

                                                        

                                                        -Reduction in term loan in exchange for disposition of assets

                                                        

                                                        

                                                        (10,000

                                                        )

                                                        

                                                        

                                                        -$

                                                        8,460

                                                        

                                                        

                                                        $

                                                        1,846





See Accompanying Notes to Unaudited Interim Consolidated Financial Statements.


8





FORTUNE INDUSTRIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(DOLLARS IN THOUSANDS UNLESS OTHERWISE INDICATED,


EXCEPT PER SHARE DATA)


(UNAUDITED)





NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





General





Basis of Presentation: The financial data presented herein is unaudited and should be read in conjunction with the consolidated financial statements and accompanying notes included in the 2008 Annual Report on Form 10-K filed by Fortune Industries, Inc. (which, together with its subsidiaries unless the context requires otherwise, shall be referred to
            herein as the “Company”).  The accompanying unaudited consolidated financial statements have been prepared by the Company without audit.  These unaudited financial statements contain, in the opinion of management, all adjustments (consisting of normal accruals and other recurring adjustments) necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented in conformity with
            accounting principles generally accepted in the United States.  The operating results for the nine-month period ended May 31, 2009 are not necessarily indicative of the operating results to be expected for the full fiscal year.





On April 13, 2009, our Board of Directors approved a change in the Company’s fiscal year end from August 31st to June 30th 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.





Nature of Business: Fortune Industries, Inc. is an Indiana corporation, originally incorporated in Delaware in 1988.  The Company provides full service human resources outsourcing services through co-employment relationships with their clients.  As a holding company, the Company has historically invested in businesses that are
            undervalued, underperforming, or in operations that are poised for significant growth.  Management’s strategic focus is to support the revenue and earnings growth of its operations by creating synergies that can be leveraged to enhance the performance of the Company’s entities and by investing capital to fund expansion.  Effective November 30, 2008, the Company sold its subsidiaries in its Wireless Infrastructure, Transportation Infrastructure,
            Ultraviolet Technologies, and Electronics Integration business segments to a related party.  Refer to Note 2 for further details.  As of this date, management will focus all its financial and human capital resources on its subsidiaries in the Business Solutions segment.  The effect of this sale will impact the comparability of the Company’s financial information in future filings.





Principles of Consolidation: The accompanying consolidated financial statements include the accounts of Fortune Industries, Inc. and its wholly-owned subsidiaries, and a variable interest entity (“VIE”) as described in Note 3.  Nor-Cote International, Inc., a wholly-owned subsidiary until November 30, 2008, contains foreign
            subsidiaries from the United Kingdom, China, and Singapore, which have been eliminated in consolidation at the Nor-Cote subsidiary level (Collectively, “Nor-Cote”).  Refer to Note 2 for further details.  As of November 30, 2008, the Company did not consolidate the VIE.  Refer to Note 3 for further details.  All significant inter-company accounts and transactions of the Company have been eliminated.





Foreign Currency Translation: Assets and liabilities of the foreign subsidiaries of Nor-Cote are translated into U. S. dollars at the exchange rate in effect at the end of the period.  Revenue and expense accounts are translated at a weighted-average of exchange rates in effect during the three months ending November 30,
            2008.  Translation adjustments that arise from translating the subsidiaries’ financial statements from local currency to U.S. dollars are accumulated and presented, net of tax, as a separate component of shareholders’ equity (deficit).





Comprehensive Income (Loss): Comprehensive income (loss) refers to the change in an entity’s equity during a period resulting from all transactions and events other than capital contributed by and distributions to the entity’s owners.  For the Company, comprehensive income (loss) is equal to net income plus the change in
            unrealized gains or losses on investments and the change in foreign currency translation adjustments.  The Company reports comprehensive income (loss) in the consolidated statement of shareholders’ equity (deficit).





Estimates: Management uses estimates and assumptions in preparing consolidated financial statements in accordance with accounting principles generally accepted in the United States.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported
            revenue and expenses.  Actual results could vary from the estimates that were used.





Significant estimates used in preparing these consolidated financial statements include those assumed in computing profit percentages under the percentage-of-completion revenue recognition method.  It is reasonably possible that the significant estimates used will change within the next year.




9




Revenue and Cost Recognition: In the Business Solutions segment, Professional Staff Management, Inc. and subsidiaries (“PSM”); CSM, Inc. and subsidiaries and related entities (“CSM”); Precision Employee Management, LLC (“PEM”); and Employer Solutions Group, Inc. and related entities (“ESG”) bill clients
            under their Professional Services Agreement as licensed Professional Employer Organizations (collectively the “PEOs”), which includes each worksite employee’s gross wages, plus additional charges for employment related taxes, benefits, workers’ compensation insurance, administrative and record keeping, as well as safety, human resources, and regulatory compliance consultation.  Most wages, taxes and insurance coverage are provided under the
            PEOs’ federal, state, and local or vendor identification numbers.  No identification or recognition is given to the client when these monies are remitted or calculations are reported.  Most calculations or amounts the PEOs owe the government and its employment insurance vendors are based on the experience levels and activity of the PEOs with no consideration to client detail.  The PEOs bill the client their worksite employees’ gross wages
            plus an overall service fee that includes components of employment related taxes, employment benefits insurance, and administration of those items.  The component of the service fee related to administration varies, in part, according to the size of the client, the amount and frequency of payroll payments and the method of delivery of such payments.  The component of the service fee related to health, workers’ compensation and unemployment insurance is
            based, in part, on the client’s historical claims experience.  Charges by the PEOs are invoiced along with each periodic payroll delivered to the client.





The PEOs report revenue in accordance with Emerging Issues Task Force ("EITF") No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent.  The PEOs report revenue on a gross basis for the total amount billed to clients for service fees, which includes health and welfare benefit plan fees, workers’ compensation insurance, unemployment insurance fees, and employment-related
            taxes.  The PEOs report revenue on a gross basis for such fees because the PEOs are the primary obligor and deemed to be the principal in these transactions under EITF No. 99-19.  The PEOs report revenue on a net basis for the amount billed to clients for worksite employee salaries and wages.  This accounting policy of reporting revenue net as an agent versus gross as a principal has no effect on gross profit, operating income, or net income.





The PEOs account for their revenue using the accrual method of accounting.  Under the accrual method of accounting, revenues are recognized in the period in which the worksite employee performs work.  The PEOs accrue revenues for service fees, health and welfare benefit plan fees, workers’ compensation and unemployment insurance fees relating to work performed by worksite employees
            but unpaid at the end of each period.  The PEOs accrue unbilled receivables for payroll taxes, service fees, health and welfare benefits plan fees, workers’ compensation and unemployment insurance fees relating to work performed by worksite employees but unpaid at the end of each period.  In addition, the related costs of services are accrued as a liability for the same period.  Subsequent to the end of each period, such costs are paid and the
            related service fees are billed.





Consistent with their revenue recognition policy, the PEOs’ direct costs do not include the payroll cost of its worksite employees.  The Company’s direct costs associated with its revenue generating activities are comprised of all other costs related to its worksite employees, such as the employer portion of payroll-related taxes, employee benefit plan premiums and workers’
            compensation insurance costs.





In the Wireless Infrastructure segment, Fortune Wireless, Inc. (“Fortune Wireless”) enters into contracts principally on the basis of competitive bids, the final terms and prices of which are frequently negotiated with the customer.  Although the terms of its contracts vary considerably, most are made on a unit price basis in which Fortune Wireless agrees to do the work for units of
            work performed.  Fortune Wireless also performs services on a cost-plus or time and material basis.  Fortune Wireless completes most projects within twelve months.  Fortune Wireless generally recognizes revenue utilizing output measures, such as when services are performed, units are delivered or when contract milestones are reached or under the percentage of completion method as appropriate.  Cornerstone Wireless Construction Services, Inc.
            recognizes revenue solely using the percentage of completion method on contracts in process.  Under this method, the portion of the contract price recognized as revenue is based on the ratio of costs incurred to the total estimated cost of the contract.  The estimated total cost of a contract is based upon management’s best estimate of the remaining costs that will be required to complete a project.  The actual costs required to complete a project
            and, therefore, the profit eventually realized, could differ materially in the near term.  Costs and estimated earnings in excess of billings on uncompleted contracts are shown as a current asset.  Billings in excess of costs and estimated earnings on uncompleted contracts are shown as a current liability. Anticipated losses on contracts, if any, are recognized when they become evident.





In the Transportation Infrastructure segment, James H Drew Corporation and its subsidiaries (“JH Drew”) recognize revenue using the percentage of completion method on contracts in process.  Under this method, the portion of the contract price recognized as revenue is based on the ratio of costs incurred to the total estimated cost of the contract.  The estimated total cost of
            a contract is based upon management’s best estimate of the remaining costs that will be required to complete a project.  The actual costs required to complete a project and, therefore, the profit eventually realized, could differ materially in the near term.  Costs and estimated earnings in excess of billings on uncompleted contracts are shown as a current asset.  Billings in excess of costs and estimated earnings on uncompleted contracts are
            shown as a current liability.  Anticipated losses on contracts, if any, are recognized when they become evident.




In the Ultraviolet Technologies segment, revenue from the sale of products at Nor-Cote is recognized according to the terms of the sales arrangement, which is generally upon shipment.  Revenues are recognized, net of estimated costs of returns, allowances and sales incentives, when title and principal ownership transfers to the customer, which is generally when products are shipped to
            customers.  Products are generally sold on open account under credit terms customary to the geographic region of distribution.  Ongoing credit evaluations are performed on customers and Nor-Cote does not generally require collateral to secure accounts receivable.




10




In the Electronics Integration segment, revenue from the sale of products at Kingston Sales Corporation (“Kingston”) and Commercial Solutions, Inc. (“Commercial Solutions”) is recognized according to the terms of the sales arrangement, which is generally upon shipment.  Revenue is recognized when title and principal ownership transfers to the customer, which is generally
            when products are shipped to customers.  Products are generally sold on open account under credit terms customary to the geographic region of distribution.  Ongoing credit evaluations are performed on customers and Kingston and Commercial Solutions do not generally require collateral to secure accounts receivable.





Revenue is reduced by appropriate allowances, estimated returns, price concessions, and similar adjustments, as applicable.





Cash and Equivalents: Cash and equivalents may include money market fund shares, bank time deposits, certificates of deposits, and other instruments with original maturities of three months or less.





Restricted Cash: Restricted cash includes certificates of deposits and letters of credit issued as collateral under its health and accident benefit program, its workers’ compensation program, and certain general insurance coverage related to the Company’s Business Solutions segment.  At May 31, 2009, the Company had $3,253 in
            total restricted cash.  Of this, $2,893 is restricted for various workers’ compensation programs in accordance with terms of insurance carrier agreements, and the remainder is restricted for certain standby letters of credits in accordance with various state regulations.





Accounts Receivable: Accounts receivable is stated at the amount billable to customers.  Accounts receivable are ordinarily due 30-60 days after the issuance of the invoice.  The Company provides allowances for estimated doubtful accounts and for returns and sales allowances, based on the Company’s assessment of known
            delinquent accounts, historical experience, and other currently available evidence of the collectability and the aging of the accounts receivable.  Delinquent receivables that are deemed uncollectible are written off based on individual credit evaluation and specific circumstances of the customer.  The Company’s policy is not to accrue interest on past due trade receivables.





Inventories: Inventories are recorded at the lower of cost or market value.  Costs are determined primarily under the first-in, first-out method (“FIFO”) method of accounting.





Shipping and Handling: Costs incurred for shipping and handling are included in the Company's consolidated financial statements as a component of costs of revenue.





Property, Plant, Equipment, and Depreciation: Property, plant and equipment is recorded at cost and include expenditures for new additions and those which substantially increase the useful lives of existing assets.  Depreciation is computed principally on the straight-line method over the estimated useful life.  Depreciable lives
            range from 3 to 30 years.





Expenditures for normal repairs and maintenance are charged to operations as incurred.  The cost of property or equipment retired or otherwise disposed of and the related accumulated depreciation are removed from the accounts in the period of disposal with the resulting gain or loss reflected in earnings or in the cost of the replacement asset.





Goodwill and Other Indefinite-Lived Intangible Assets: The Company accounts for goodwill and other indefinite-lived intangible assets under SFAS No. 142, "Goodwill and Other Intangible Assets."  Under SFAS No. 142, goodwill and other intangible assets with indeterminate lives are assessed for impairment at least annually and more often as
            triggering events occur.  In making this assessment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data.  There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of both goodwill and other intangible assets impairment.  Since management’s judgment is
            involved in performing goodwill and other intangible assets valuation analyses, there is risk that the carrying value of the goodwill and other intangible assets may be overstated or understated.





The Company has elected to perform the annual impairment test of recorded goodwill and other indefinite-lived intangible assets as required by SFAS 142 as of the end of fiscal fourth quarter.





As described in Note 8, the Company recognized impairment charges amounting to $8,740 during fiscal 2008 as a result of triggering events primarily within its Business Solutions, Ultraviolet Technologies and Electronics Integration segments.  Triggering events include: a) blatant violation of non-compete agreements with certain terminated employees within the Business Solutions segment coupled
            with the Company’s inability or unwillingness to enforce such agreements; b) a substantial change in the customer mix and number of worksite employees within the Business Solutions segment; c) losses incurred within certain operating units; d) significant downsizing of personnel and operations; and e) restructuring of management.





The Company has elected to perform the annual impairment test of recorded goodwill and other indefinite-lived intangible assets as required by SFAS 142 as of the end of fiscal fourth quarter.  The results of this annual impairment test indicated that the fair value of the Business Solutions segment, as of August 31, 2008, exceeded the carrying, or book value, including goodwill, and therefore
            recorded goodwill and other indefinite-lived intangible assets were not subject to impairment.  The annual impairment test indicated that the fair value of the Ultraviolet Technologies and the Electronics Integration segments, as of August 31, 2008, were lower than the carrying, or book value, including goodwill and intangible assets, and therefore recorded goodwill and intangible assets were subject to impairment.  The required annual impairment test may result
            in future periodic write-downs.




11




Long-lived Assets: The Company evaluates the carrying value of long-lived assets, primarily property, plant and equipment and other definite-lived intangible assets, whenever significant events or changes in circumstances indicate the carrying value of these assets may be impaired.  If such indicators of impairment are present, the Company
            determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value.  If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values.  The fair value of the asset then becomes the asset’s new carrying value, which the Company depreciates over the remaining estimated useful life of the asset.  Fair
            value is determined by discounted future cash flows, appraisals or other methods.





Fair Value of Financial Instruments: The fair value of financial instruments is estimated using relevant market information and other assumptions.  Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, prepayments, and other factors.  Changes in assumptions or market conditions
            could significantly affect these estimates.  The amounts reported in the consolidated balance sheets for cash and equivalents, marketable equity securities, receivables, and payables approximate fair value.





Stock-based Compensation: The Company accounts for stock-based compensation under the provisions of SFAS No. 123R, “Share-Based Payment” using the modified prospective method.  The Company recognizes compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards.





Income per Common Share: Income per common share has been computed in accordance with SFAS No. 128, "Earnings per Share."  Under SFAS 128, basic income per common share is computed based on net income applicable to common stock divided by the weighted average number of common shares outstanding for the period.  Diluted income per
            common share is computed based on net income applicable to common stock divided by the weighted average number of shares of common stock outstanding during the period after giving effect to securities considered to be dilutive common stock equivalents.





Income Taxes: The Company accounts for income taxes under the provisions of SFAS No. 109, "Accounting for Income Taxes."  Accordingly, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates.  Changes
            in deferred income tax assets and liabilities that are associated with components of other comprehensive income, primarily unrealized investment gains, are charged or credited directly to other comprehensive income.  Otherwise, changes in deferred income tax assets and liabilities are included as a component of income tax expense.  The Company files separate United States, United Kingdom, Mexico, and Singapore income tax returns.





Research and Development Costs: Research and development costs are expensed as incurred and totaled $0 and $199 for the three month periods ended May 31, 2009 and 2008, respectively.  Research and development costs are expensed as incurred and totaled $131 and $442 for the nine month periods ended May 31, 2009 and 2008,
            respectively.  Research and development expense is recorded in the Company’s Ultraviolet Technologies segment.





Advertising Costs: Adverting costs including marketing, advertising, publicity, promotion and other distribution costs are expensed as incurred and totaled $60 and $114 for the three months ended May 31, 2009 and 2008, respectively.  Adverting costs including marketing, advertising, publicity, promotion and other distribution costs are
            expensed as incurred and totaled $200 and $396 for the nine months ended May 31, 2009 and 2008, respectively.





Warrants Issued With Convertible Debt: The Company has issued and anticipates issuing warrants along with debt and equity instruments to third parties.  These issuances are recorded based on the fair value of these instruments.  Warrants and equity instruments require valuation using the Black-Scholes model and other techniques, as
            applicable, and consideration of various assumptions including but not limited to the volatility of the Company’s stock, risk free rates and the expected lives of these equity instruments.





Debt and equity issuances may have features, which allow the holder to convert at beneficial conversion terms, which are then measured using similar valuation techniques and amortized to interest expense in the case of debt or recorded as dividends in the case of preferred stock instruments.  No issuances have beneficial conversion terms during of the three and nine months ended May 31, 2009 and
            2008.





Self Insurance:The Company’s PSM subsidiary maintains a loss-sensitive worksite employees’ health and accident benefit program.  Under
            the insurance policy, PSM’s self-funded liability is limited to $200 per employee, with an aggregate liability limit of approximately $11,500.  The aggregate liability limits are adjusted annually, based on the number of participants.





Workers’ Compensation: The Company’s PSM and CSM subsidiaries maintain partially self-funded workers’ compensation insurance programs.  Under the insurance policies established at each company, PSM and CSM’s deductible liability is limited to $250 per incident, with an aggregate liability limit of approximately
            $1,750.  Under the insurance policy established at ESG, the deductible liability is limited to $350 per incident, with no aggregate liability limit.




12




New Accounting Pronouncements





In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”).  SFAS 157 defines fair value, establishes a formal framework for measuring fair value and expands disclosures about fair value measurements.  The Statement is effective beginning in fiscal 2009.  The adoption of SFAS 157 did not
            have a material effect on our financial statements.





In November 2006, the FASB ratified the consensuses of Emerging Issues Task Force (EITF) Issue No. 06-6, “Debtor’s Accounting for a Modification (or Exchange) of Convertible Debt Instruments” (EITF 06-6).  This consensus supersedes EITF Issue No. 05-7, “Accounting for Modifications to Conversion Options Embedded in Debt Instruments and Related Issues and applies to
            modifications or exchanges of debt instruments that occur during interim or annual reporting periods for our fiscal year beginning September 1, 2008.  The adoption of EITF 06-6 did not have a material effect on our financial statements.





In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings
            at each subsequent reporting date.  SFAS 159 is effective for fiscal years beginning after November 15, 2007, our fiscal 2009.  The adoption of SFAS 159 did not have a material effect on our financial statements.





In December 2007, the FASB issued SFAS No. 141R “Business Combinations.”  SFAS 141R establishes the principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business
            combination.  SFAS 141R also requires certain disclosures to enable uses of the financial statements to evaluate the nature and financial effects of the business combination.  Acquisition costs associated with the business combination will generally be expensed as incurred.  SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008.  Early adoption is not permitted.  Acquisitions, if
            any, after the effective date will be accounted for in accordance with SFAS No. 141R.





In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United
            States.  It is effective on November 15, 2008.  The adoption of this statement is not expected to have a material effect on the Company’s financial statements.





NOTE 2 – DISPOSITION OF ASSETS AND PRO FORMA RESULTS





On December 11, 2008, the Company completed a transaction with an effective date as of November 30, 2008 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 party entities owned by the Company’s two
            majority shareholders, the Chairman of the Board of Directors (“Chairman”) and the Chief Executive Officer (“CEO”).  The shares were sold in exchange for a $10,000 reduction in the outstanding balance of the Term Loan Note due to the Chairman, and a three year Promissory Note receivable in the amount of $3,240 with a maturity date of November 30, 2011.  The Promissory Note bears interest at the prime rate plus 1% and is interest-only for
            the first twelve months, with $50,000 and $100,000 monthly principal payments due beginning December 30, 2009 and December 30, 2010, respectively.  The unpaid balance at maturity is due in a lump sum payment.





As part of the terms of the sales transaction, the Chairman received 217,000 shares of Series C Preferred Stock as consideration for cancellation of the Term Note Balance of $21,700.  In addition, the Company converted 79,180 shares of Series B Preferred Stock previously issued to and held by the Chairman to 79,180 shares of Series C Preferred Stock.  The Series C Preferred Stock with a par
            value of $0.10 per share is non-redeemable, non-voting cumulative preferred and bears annual dividends of $5 per share in years one and two subsequent to the transaction date, $6 per share in year three subsequent to the transaction date and $7 per share thereafter.  The dividends will be paid on a pro-rata basis monthly.  Additionally, as part of the terms of the sales transaction, the Company issued the Chairman 2,200,000 warrants with a ten-year term and an exercise
            price of $ .40 per share.





At the request of the independent Directors, the Company received a fairness opinion from an independent financial advisor concluding that the consideration received by the Company in connection with the transaction is fair to the Company’s shareholders as a group from a financial point of view.





The transaction was approved by the Company’s Board of Directors on December 10, 2008.





The following is a condensed balance sheet disclosing the amount assigned to each major asset and liability caption of the sold subsidiaries at the disposition date:




13




AssetsCash and equivalents

                                                                    

                                                                    $

                                                                    556Accounts receivable, net

                                                                    

                                                                    

                                                                    12,927Costs and estimated earnings in excess of billings on uncompleted contracts

                                                                    

                                                                    

                                                                    3,292Inventory, net

                                                                    

                                                                    

                                                                    4,073Deferred tax asset

                                                                    

                                                                    

                                                                    46Prepaid expenses and other current assets

                                                                    

                                                                    

                                                                    790Property, plant & equipment, net

                                                                    

                                                                    

                                                                    3,527Goodwill

                                                                    

                                                                    

                                                                    152Other long term assets

                                                                    

                                                                    

                                                                    13Total Assets

                                                                    

                                                                    

                                                                    25,376LiabilitiesAccounts payable

                                                                    

                                                                    

                                                                    4,248Accrued expenses

                                                                    

                                                                    

                                                                    1,510Billings in excess of costs and estimatedearnings on uncompleted contracts

                                                                    

                                                                    

                                                                    402Line of credit

                                                                    

                                                                    

                                                                    5,500Other liabilities

                                                                    

                                                                    

                                                                    476Total Liabilities

                                                                    

                                                                    

                                                                    12,136Net Assets

                                                                    

                                                                    $

                                                                    13,240Cash considertation - related party term note offset

                                                                    

                                                                    $

                                                                    10,000Term note receivable - three year

                                                                    

                                                                    

                                                                    3,240Total consideration

                                                                    

                                                                    $

                                                                    13,240





Pro Forma Financial Statements





The accompanying unaudited pro forma consolidated statements of operations for the three and nine months ended May 31, 2009 is presented as if the sale had been completed as of the beginning of the periods presented.  The unaudited pro forma consolidated statements of operations is presented for illustrative purposes only and is not necessarily indicative of the results of operations for the three
            and nine months ended May 31, 2009 that would have actually been reported had the sales transaction occurred at the dates indicated, nor is it indicative of future financial position or results of operations.  The unaudited pro forma condensed consolidated statements of operations are based upon the respective historical financial statements of the Company and the subsidiaries.  The pro forma data give effect to actual operating results as if the previous
            acquisitions occurred as of the beginning of the period presented.  The pro forma data give effect to actual operating results prior to the dispositions and adjustments for the following:





·

                    To eliminate the impact of consolidating Fisbeck-Fortune Development, LLC (“FFD”), which prior to completion of the sales transaction, was considered a variable interest entity in conjunction with FIN 46R.  With the sale of the subsidiaries described in Note 2 and the cancellation of the lease agreement between Fortune
                            Industries, Inc. and FFD, the primary beneficiary relationship between the entities ceased to exist.


·

                    To eliminate the results of operations of the subsidiaries sold.


·

                    To adjust the dividends to the terms of the Series C Preferred shares that were issued in conjunction with the sales transaction.




14




For the Three

                                                                                    Months Ended

                                                                                

                                                                                

                                                                                For the Nine Months EndedMay 31,

                                                                                

                                                                                

                                                                                May 31,

                                                                                

                                                                                

                                                                                May 31,2008

                                                                                

                                                                                

                                                                                2009

                                                                                

                                                                                

                                                                                2008Revenues

                                                                                

                                                                                $

                                                                                20,286

                                                                                

                                                                                

                                                                                $

                                                                                48,562

                                                                                

                                                                                

                                                                                $

                                                                                62,913Cost of Revenues

                                                                                

                                                                                

                                                                                16,572

                                                                                

                                                                                

                                                                                

                                                                                38,759

                                                                                

                                                                                

                                                                                

                                                                                51,415Gross Profit

                                                                                

                                                                                

                                                                                3,714

                                                                                

                                                                                

                                                                                

                                                                                9,803

                                                                                

                                                                                

                                                                                

                                                                                11,498Operating ExpensesSelling, general and administrative expenses

                                                                                

                                                                                

                                                                                3,984

                                                                                

                                                                                

                                                                                

                                                                                8,554

                                                                                

                                                                                

                                                                                

                                                                                10,629Depreciation and amortization

                                                                                

                                                                                

                                                                                359

                                                                                

                                                                                

                                                                                

                                                                                542

                                                                                

                                                                                

                                                                                

                                                                                1,066Total Operating Expenses

                                                                                

                                                                                

                                                                                4,343

                                                                                

                                                                                

                                                                                

                                                                                9,096

                                                                                

                                                                                

                                                                                

                                                                                11,695Operating Income (Loss)

                                                                                

                                                                                

                                                                                (629

                                                                                )

                                                                                

                                                                                

                                                                                707

                                                                                

                                                                                

                                                                                

                                                                                (197

                                                                                )Other Income (Expense)

                                                                                

                                                                                

                                                                                48

                                                                                

                                                                                

                                                                                

                                                                                11

                                                                                

                                                                                

                                                                                

                                                                                195Income Before Provision for Income Taxes

                                                                                

                                                                                

                                                                                (581

                                                                                )

                                                                                

                                                                                

                                                                                718

                                                                                

                                                                                

                                                                                

                                                                                (2

                                                                                )Provision for income taxes

                                                                                

                                                                                

                                                                                43

                                                                                

                                                                                

                                                                                

                                                                                66

                                                                                

                                                                                

                                                                                

                                                                                221Net Income (Loss)

                                                                                

                                                                                

                                                                                (624

                                                                                )

                                                                                

                                                                                

                                                                                652

                                                                                

                                                                                

                                                                                

                                                                                (223

                                                                                )Preferred stock dividends

                                                                                

                                                                                

                                                                                370

                                                                                

                                                                                

                                                                                

                                                                                1,110

                                                                                

                                                                                

                                                                                

                                                                                740Net Loss available to common shareholder

                                                                                

                                                                                $

                                                                                (994

                                                                                )

                                                                                

                                                                                $

                                                                                (458

                                                                                )

                                                                                

                                                                                $

                                                                                (963

                                                                                )Basic loss per common share

                                                                                

                                                                                $

                                                                                (0.09

                                                                                )

                                                                                

                                                                                $

                                                                                (0.04

                                                                                )

                                                                                

                                                                                $

                                                                                (0.08

                                                                                )Diluted loss per common share

                                                                                

                                                                                $

                                                                                (0.09

                                                                                )

                                                                                

                                                                                $

                                                                                (0.04

                                                                                )

                                                                                

                                                                                $

                                                                                (0.08

                                                                                )





NOTE 3 – VARIABLE INTEREST ENTITY





In December 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46R, Consolidation of Variable Interest Entities ("FIN 46R").  FIN 46R requires a variable interest entity to be consolidated by a company, if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the
            entity's residual returns, or both.  FIN 46R also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest.





Effective November 30, 2008, the Company terminated its building lease for its corporate facilities with Fisbeck-Fortune Development, LLC.  No early termination penalties were incurred by the Company.  In addition, the Company sold its JH Drew and Nor-Cote subsidiaries which were leasing the remainder of the facilities from Fisbeck-Fortune Development, LLC.  Refer to Note 2 for
            further details.  The termination of the lease and the sale of the subsidiaries provided for a triggering event under FIN 46.  As a result, effective November 30, 2008, the Company is no longer considered the primary beneficiary of the variable interest entity and is not required to consolidate Fisbeck-Fortune Development as of this date.





The real estate owned by the VIE consists of land, buildings and building improvements, which were subject to mortgages under which the lender has no recourse to the Company.  The non-cash consolidation of the assets and liabilities of the variable interest entity at August 31, 2008 consisted of the following:


15





August 31,2008(Audited)AssetsCash

                                        

                                        $

                                        20Prepaid expenses

                                        

                                        

                                        11Property, plant and equipment

                                        

                                        

                                        6,002Other assets

                                        

                                        

                                        1Total Assets

                                        

                                        $

                                        6,034Liabilities and Members EquityAccounts payable

                                        

                                        $

                                        15Line of credit

                                        

                                        

                                        2,200Current maturities of long-term debt

                                        

                                        

                                        3,752Accrued expenses

                                        

                                        

                                        104Long-term debt

                                        

                                        

                                        4816,552Members equity (deficit)

                                        

                                        

                                        (517

                                        )Total Liabilities and Members Equity (Deficit)

                                        

                                        $

                                        6,034





For the three month period ended May 31, 2008, the consolidation of the VIE included income of $306 comprised of $429 in rental income, offset by a $67 charge to interest expense, a $48 charge to depreciation expense, and $8 in administrative and other miscellaneous expenses.  For the nine month period ended May 31, 2008, the
            consolidation of the VIE included income of $774 comprised of $1,283 in rental income, offset by a $293 charge to interest expense, a $144 charge to depreciation expense, a $47 loss on disposal of property, plant, and equipment, and $25 in administrative and other miscellaneous expenses.





NOTE 4 - ACCOUNTS RECEIVABLE AND CONTRACTS RECEIVABLE





Accounts receivable and contracts receivable are summarized as follows:





May 31,

                                        2009

                                        (Unaudited)

                                    

                                    

                                    August 31,

                                        2008

                                        (Audited)Account receivable

                                    

                                    $

                                    3,653

                                    

                                    

                                    $

                                    12,786Contracts receivableProgress billing

                                    

                                    

                                    -

                                    

                                    

                                    

                                    5,077Retainages

                                    

                                    

                                    -

                                    

                                    

                                    

                                    8973,653

                                    

                                    

                                    

                                    18,760Less allowance for doubtful accounts and sales returns

                                    

                                    

                                    (150

                                    )

                                    

                                    

                                    (1,555

                                    )$

                                    3,503

                                    

                                    

                                    $

                                    17,205Long-term accounts receivable

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    865





NOTE 5 – CONTRACTS IN PROGRESS





Information related to contracts in progress is summarized as follows:


16




May 31,

                                    2009

                                    (Unaudited)

                                

                                

                                August 31,

                                    2008

                                    (Audited)Costs incurred on uncompleted contracts

                                

                                $

                                -

                                

                                

                                $

                                20,904Estimated earnings recognized to date on uncompleted contracts

                                

                                

                                -

                                

                                

                                

                                3,910-

                                

                                

                                

                                24,814Less bilings on uncompleted contracts

                                

                                

                                -

                                

                                

                                

                                (22,661

                                )$

                                -

                                

                                

                                $

                                2,153





The net amount is included in the accompanying consolidated balance sheets under the following captions:





May 31,

                                    2009

                                    (Unaudited)

                                

                                

                                August 31,

                                    2008

                                    (Audited)Costs and estimated earnings in excess of billings on uncompleted contracts

                                

                                $

                                -

                                

                                

                                $

                                2,785Billings in excess of costs and estimated earnings on uncompleted contracts

                                

                                

                                -

                                

                                

                                

                                632$

                                -

                                

                                

                                $

                                2,153





NOTE 6 – INVENTORY





Inventories are summarized as follows:





May 31,

                                    2009

                                    (Unaudited)

                                

                                

                                August 31,

                                    2008

                                    (Audited)Raw materials

                                

                                $

                                -

                                

                                

                                $

                                766Work-in-process

                                

                                

                                -

                                

                                

                                

                                21Finished goods

                                

                                

                                12

                                

                                

                                

                                4,19012

                                

                                

                                

                                4,977Less inventory reserve

                                

                                

                                -

                                

                                

                                

                                (610

                                )$

                                12

                                

                                

                                $

                                4,367





NOTE 7 - PROPERTY, PLANT AND EQUIPMENT





Property, plant and equipment, including capital leases, are comprised of the following:





May 31,

                                    2009

                                    (Unaudited)

                                

                                

                                August 31,

                                    2008

                                    (Audited)Land and building

                                

                                $

                                -

                                

                                

                                $

                                8,960Machinery and equipment

                                

                                

                                -

                                

                                

                                

                                6,586Research equipment

                                

                                

                                -

                                

                                

                                

                                371Office equipment

                                

                                

                                2,548

                                

                                

                                

                                5,229Vehicles

                                

                                

                                292

                                

                                

                                

                                3,173Leasehold improvements

                                

                                

                                100

                                

                                

                                

                                4542,940

                                

                                

                                

                                24,773Less accumulated depreciation

                                

                                

                                (2,159

                                )

                                

                                

                                (14,024

                                )$

                                781

                                

                                

                                $

                                10,749




17


The provision for depreciation amounted to $105 and $537, of which $235 is included in cost of revenues, for the three-month period ended May 31, 2008, respectively.   The provision for depreciation amounted to $583, of which $168 is included in cost of revenues, and $1,536, of which $662 is included in cost of revenues, for the
            nine-month periods ended May 31, 2009 and 2008, respectively.  Gains on disposal of assets totaled $1 and $14 for the three-month period ended May 31, 2009 and 2008, respectively related to various office equipment and vehicle disposals.  Losses on disposal of assets totaling $20 and $33 were recorded for the nine-month period ended May 31, 2009 and 2008, respectively related to various building, office equipment, and vehicle disposals.  A total of
            $6,050 net of $776 of accumulated depreciation is included in the property, plant and equipment at May 31, 2008, related to a consolidated variable interest entity.  Effective November 30, 2008, the Company is no longer required to consolidate the variable interest entity.  Refer to Notes 2 and 3 for further details.





NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS





The changes in the carrying amount of goodwill, as recorded under SFAS 142, are summarized as follows:





Business

                                    Solutions

                                

                                

                                Transportation

                                    Infrastructure

                                

                                

                                TotalGoodwill at August 31, 2008

                                

                                $

                                12,339

                                

                                

                                $

                                152

                                

                                

                                $

                                12,491Goodwill disposition with sale of division

                                

                                

                                -

                                

                                

                                

                                (152

                                )

                                

                                

                                (152

                                )Goodwill at May 31, 2009

                                

                                $

                                12,339

                                

                                

                                $

                                -

                                

                                

                                $

                                12,339





The total amount of goodwill that is deductible for tax purposes is $9,462 and $9,476 at May 31, 2009 and 2008, respectively.  The Company recognized impairment on certain goodwill within its Ultraviolet Technologies segment of $4,694 and its Electronics Integration segment of $1,276 for the year ended August 31, 2008 based upon losses
            incurred within operating units and significant downsizing of personnel and operations.





The following table sets forth the gross carrying amount and accumulated amortization of the Company's other intangible assets:





May 31, 2009(Unaudited)Gross

                                                            Carrying

                                                            Amount

                                                        

                                                        Accumulated

                                                            Amortization

                                                        

                                                        Net Book

                                                            Value

                                                        

                                                        Weighted

                                                            Average

                                                            Amortization

                                                            Period (in

                                                            years)Customer relationships

                                                        

                                                        $

                                                        4,063

                                                        

                                                        

                                                        $

                                                        1,356

                                                        

                                                        

                                                        $

                                                        2,707

                                                        

                                                        

                                                        

                                                        10Tradename (not subject to amortization)

                                                        

                                                        

                                                        590

                                                        

                                                        

                                                        

                                                        -

                                                        

                                                        

                                                        

                                                        590$

                                                        4,653

                                                        

                                                        

                                                        $

                                                        1,356

                                                        

                                                        

                                                        $

                                                        3,297





August 31, 2008(Audited)Gross

                                                                                                                                    Carrying

                                                                                                                                    Amount

                                                                                                                                

                                                                                                                                Accumulated

                                                                                                                                    Amorization

                                                                                                                                

                                                                                                                                Net Book

                                                                                                                                    Value

                                                                                                                                

                                                                                                                                Weighted

                                                                                                                                    Average

                                                                                                                                    Amortization

                                                                                                                                    Period (in

                                                                                                                                    years)Customer relationships

                                                                                                                                

                                                                                                                                $

                                                                                                                                4,063

                                                                                                                                

                                                                                                                                

                                                                                                                                $

                                                                                                                                1,051

                                                                                                                                

                                                                                                                                

                                                                                                                                $

                                                                                                                                3,012

                                                                                                                                

                                                                                                                                

                                                                                                                                

                                                                                                                                10Tradename (not subject to amortization)

                                                                                                                                

                                                                                                                                

                                                                                                                                590

                                                                                                                                

                                                                                                                                

                                                                                                                                

                                                                                                                                -

                                                                                                                                

                                                                                                                                

                                                                                                                                

                                                                                                                                590$

                                                                                                                                4,653

                                                                                                                                

                                                                                                                                

                                                                                                                                $

                                                                                                                                1,051

                                                                                                                                

                                                                                                                                

                                                                                                                                $

                                                                                                                                3,602





Intangible asset amortization expense is $102 and $542 for the three-month periods ended May 31, 2009 and 2008, respectively, which includes $0 and $233 of amortization related to loan origination fees, respectively.  Intangible asset amortization expense is $383 and $1,388 for the nine-month periods ended May 31, 2009 and 2008, respectively, which
            includes $78 and $462 of amortization related to loan origination fees, respectively.  The Company recognized impairment charges amounting to $2,770 during fiscal 2008 as a result of triggering events primarily within its Business Solutions and Ultraviolet Technologies.  Triggering events include: a) blatant violation of non-compete agreements with certain terminated employees within the Business Solutions
            segment coupled with the Company’s inability or unwillingness to enforce such agreements; b) a substantial change in the customer mix and number of worksite employees within the Business Solutions segment; c) losses incurred within certain operating units; d) significant downsizing of personnel and operations; and e) restructuring of management.




18


Amortization expense on intangible assets currently owned by the Company at May 31, 2009 for each of the next five fiscal years is as follows:





2009

                                

                                $

                                1032010

                                

                                

                                4062011

                                

                                

                                4062012

                                

                                

                                4062013

                                

                                

                                4062014 and thereafter

                                

                                

                                980Total

                                

                                $

                                2,707


19


NOTE 9 - DEBT ARRANGEMENTS





The Company’s debt liabilities consisted of the following:


May 31, 2009

                                                        (Unaudited)

                                                    

                                                    

                                                    August 31,

                                                        2008

                                                        (Audited)Debt with majority shareholderTerm loan note due May 5, 2011.  Interest at LIBOR plus 1.75% adjusted annually on June 1 until maturity.  The loan requires a guarantee fee of 1.88% beginning June 5, 2008.  The loan is secured by all assets and a personal guarantee of the Company’s Chief
                                                            Executive Officer.  Reduction in debt of $10,000 with disposition of divisions.  Remainder converted to preferred stock on November 30, 2008.

                                                    

                                                    $

                                                    -

                                                    

                                                    

                                                    $

                                                    32,000Term note due in monthly installments of $3 including interest at 4.0% through September 2008.  The loan is secured by vehicles and equipment.  The loan was repaid in September 2008.

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    2Notes payableTerm note due October 28, 2009.  Interest is at Prime Rate plus 2%.  The note is secured by assets owned by the shareholders.

                                                    

                                                    

                                                    250

                                                    

                                                    

                                                    

                                                    -Revolving line of credit due May 31, 2010.  Availability is limited to the lesser of $6 million or the borrowing base amount which is calculated monthly.  Interest at prime minus .5%.  The loan is secured by certain assets of the Company and limited personal guaranties
                                                            of the two majority shareholders (the Chairman of the Board and the CEO of the Company).  The loan is subject to certain covenants including a minimum tangible net worth and current ratio requirements.  The note was sold on November 30, 2008.  Refer to Note 2 for further details.

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    3,250Term note due in monthly installments of $1, including interest at 4.3% through October 2009. The loan is secured by a vehicle.  The loan was repaid in May 2009.  The remainder of the term notes were sold on November 30, 2008.  Refer to Note 2 for further
                                                            details.

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    274Convertible Term NoteConvertible term note due in monthly installments of $227 plus interest at the Prime Rate plus 3.0% (subject to adjustments as described below) through maturity date, November 30, 2008.  The loan is guaranteed by the Company’s two majority shareholders.  The loan was repaid
                                                            in November 2008.

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    3,405Variable interest entityRevolving line of credit promissory note due August 29, 2008.  Interest at LIBOR plus 1.6%.  The loan is secured by real estate and personal guarantees of the Company’s two majority shareholders.  Refer to Note 3 for further details.

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    2,200Various term loans due in monthly installments totaling $44 plus interest at ranges from LIBOR plus 1.5% to LIBOR plus 1.6%.  The loans mature at dates ranging from February 2009 through April 2011.  The notes are secured by real estate and personal guarantees of the
                                                            Company’s two majority shareholders.  Refer to Note 3 for further details.

                                                    

                                                    

                                                    -

                                                    

                                                    

                                                    

                                                    4,233Capital leasesVarious notes due in monthly installments of $2 including interest at ranges from 2.3% to 7.51% through November 2010. The loans are secured by equipment.

                                                    

                                                    

                                                    38

                                                    

                                                    

                                                    

                                                    66Total debt obligations

                                                    

                                                    

                                                    288

                                                    

                                                    

                                                    

                                                    45,430Less current maturities

                                                    

                                                    

                                                    (275

                                                    )

                                                    

                                                    

                                                    (10,790

                                                    )Long-term portion of outstanding debt

                                                    

                                                    $

                                                    13

                                                    

                                                    

                                                    $

                                                    34,640




20


Principal payments due on long-term debt outstanding at May 31, 2009 are approximately as follows:





2009

                                

                                $

                                2752010

                                

                                

                                13$

                                288





Credit Facility Loan and Security Agreement





Effective June 2, 2008, the Company entered into a $32,000 term loan note with its majority shareholder and Chairman.  The credit facility matures on May 5, 2011 and bears interest at the one year LIBOR plus 1.75% adjusted on June 1 of each year until maturity.  In addition, the loan requires a guarantee fee of 1.88% beginning June 5,
            2008.  The loan is secured by substantially all assets of the Company and personally guaranteed up to 50% by the Company’s CEO.  On December 11, 2008, the Company terminated the $32,000 Term Loan Note with an outstanding balance of $21,700 after the completion of the debt reduction for the disposition of assets with the Company’s majority shareholder and Chairman.  This termination was effective as of November 30, 2008.  The
            Company satisfied the Note in connection with the disposition of assets as set forth in Note 2, and did not incur any early termination penalties. Refer to Note 2 for further details.





On June 10, 2008, the Company’s wholly-owned subsidiary, JH Drew, entered into a $6 million revolving line of credit with KeyBank.  Availability under the credit facility is the lesser of $6 million or the borrowing base amount, which is calculated monthly as a percentage of the Company’s eligible assets.  The
            revolving line of credit incurs interest at the Prime Rate minus 0.5% and matures on May 31, 2010.  The credit facility is secured by certain assets of JH Drew and limited personal guaranties of Fortune’s two majority shareholders.  The credit facility is subject to certain covenants including a minimum tangible net worth and current ratio requirements.  Outstanding borrowings on this line of credit amounted to $3,250 at August 31,
            2008.  The Company had $2,750 availability under the line of credit at August 31, 2008.  In November 2008, the Company utilized borrowing availability under this line of credit to pay off the remaining balance due on the convertible notes with Laurus Master Fund.  Effective November 30, 2008, JH Drew was sold and the revolving line of credit with KeyBank was no longer a liability of the Company.  Refer to Note 2 for further
            details.





Cancellation of Line of Credit - Related Party





On June 30, 2008, the Company exchanged 66,180 shares of non-voting Series A Preferred Stock with $0.10 par value and a dividend of $7.50 per share for 66,180 shares of non-voting Series B Preferred Stock with $0.10 par value and a dividend of $10.00 per share.





As described in Note 13, on June 30, 2008, the Company issued 13,000 shares of non-voting Series B Preferred Stock with a par value of $0.10 per share and a dividend of $10.00 per share in consideration for the termination of the Company’s Term Loan Note in the amount of $1,300 with its majority shareholder.  The unsecured Term
            Note was due on November 1, 2010 and paid interest at LIBOR plus 3.0%.





On December 11, 2008, the Company exchanged 79,180 shares of non-voting Series B Preferred Stock with $0.10 par value and a dividend of $10 per share for 79,180 shares of non-voting Series C Preferred Stock with $0.10 par value and a dividend of $5 per share in years one and two subsequent to the transaction
            date, $6 per share in year three subsequent to the transaction date and $7 per share thereafter.





As described in Note 13, on December 11, 2008 with an effective date of November 30, 2008, the Company issued 217,000 shares of non-redeemable, non-voting cumulative Series C preferred stock with a par value of $0.10 per share and an annual dividend of $5 per share in years one and two subsequent to the transaction date, $6 per share in year three subsequent to
            the transaction date and $7 per share thereafter. The shares were issued in consideration for the termination of the Company’s Term Loan Note in the amount of $21,700 with its majority shareholder.  Refer to Note 2 for further details.





Convertible Term Note





On November 21, 2005, the Company issued a convertible term note (the “Note”) payable to an unrelated party, Laurus Master Fund, Ltd. (“Laurus”), in the principal amount of $7,500.  The note was paid in full in November 2008.  Additionally, the Company issued a warrant to Laurus (the “Laurus
            Warrant”) to purchase up to an aggregate of 272,727 shares of the Company's common stock.  The Company also issued a warrant (the “CB Capital Warrant”) exercisable for shares of the Company’s common stock to CB Capital Partners, Inc. (“CB Capital”), a financial advisor to purchase up to an aggregate of 13,636 shares of the Company’s common stock.  The Laurus and CB Capital warrants (collectively, “the
            Warrants”) have a term of five years and an exercise price of $6.60 per share.





The Warrants were recorded at fair value and classified as a liability.  Any discount accretion is considered immaterial based on the Black-Scholes model.  The Company recorded $856 for debt issue costs, including $308 paid to affiliates of Laurus, $475 to CB Capital, and $73 for legal and professional fees.




21


NOTE 10 - RETIREMENT PLAN





The Company maintains a profit-sharing plan that covers all employees who meet the eligibility requirements set forth in the plan.  Company contributions are made at management’s discretion and are allocated based upon each participant’s eligible compensation.





The plan includes a 401(k) savings plan whereby employees can contribute and defer taxes on compensation contributed to the plan.  The Company matches 25% up to 4% of an employee’s compensation.  The Company is not required to contribute to the plan but may make a discretionary contribution.





NOTE 11 - DISCONTINUED OPERATIONS





Effective November 30, 2008, the Company ceased its operations in Kingston Sales Corporation and Telecom Technology Corporation, which were part of the Electronics Integration segment.  The results of the above are reported in discontinued operations in the accompanying consolidated balance sheets, statements of operations, and statements of cash flows
            as of, and for the three and nine months ending May 31, 2009.  The segment results in Note 21 for the three and nine months ending May 31, 2009 reflect the reclassification of the discontinued operations.  Revenues from discontinued operations were $59 and $998 for the three and nine months ending May 31, 2009.  The net gains (losses) from
            discontinued operations were $8 and ($70) for the three and nine months ending May 31, 2009.





NOTE 12– EQUITY INCENTIVE PLANS AND OTHER STOCK COMPENSATION





Restricted Share Units





Effective April 13, 2006, the Company’s shareholders approved the 2006 Equity Incentive Plan. Under terms of the 2006 Equity Incentive Plan, the Company may grant options, restricted share units and other stock-based awards to its management personnel as well as other individuals for up to one million shares of common
            stock.  During the period ended May 31, 2009, 708,800 restricted share units were issued under this plan.





Warrants





In connection with the disposition of assets referred to in Note 2, the Company issued the Chairman and majority shareholder 2,200,000 warrants that are
            each convertible into one share of common stock with an exercise price of $ .40 per share.  The remaining contractual term on these warrants is through November 30, 2018.





NOTE 13- SHAREHOLDERS’ EQUITY (DEFICIT)





Common Stock





The following are the details of the Company's common stock as of May 31, 2009 and August 31, 2008:





Number of SharesAuthorized

                                                                                        

                                                                                        

                                                                                        Issued

                                                                                        

                                                                                        

                                                                                        Outstanding

                                                                                        

                                                                                        

                                                                                        AmountMay 31, 2009Common stock, $0.10 par value

                                                                                        

                                                                                        

                                                                                        150,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        12,082,173

                                                                                        

                                                                                        

                                                                                        

                                                                                        12,082,173

                                                                                        

                                                                                        

                                                                                        $

                                                                                        1,187August 31, 2008Common stock, $0.10 par value

                                                                                        

                                                                                        

                                                                                        150,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        11,383,373

                                                                                        

                                                                                        

                                                                                        

                                                                                        11,383,373

                                                                                        

                                                                                        

                                                                                        $

                                                                                        1,117





There were a total of 708,800 shares issued for the period ended May 31, 2009.  There was a total 10,000 shares that were retired during the period ended May 31, 2009.





Preferred Stock





The following are the details of the Company's non-voting preferred stock as of May 31, 2009 and August 31, 2008:


22





Number of SharesAuthorized

                                                                                        

                                                                                        

                                                                                        Issued

                                                                                        

                                                                                        

                                                                                        Outstanding

                                                                                        

                                                                                        

                                                                                        AmountMay 31, 2009:Preferred stock, Series A $0.10 par value

                                                                                        

                                                                                        

                                                                                        1,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        66,180

                                                                                        

                                                                                        

                                                                                        

                                                                                        -

                                                                                        

                                                                                        

                                                                                        $

                                                                                        -Preferred stock, Series B $0.10 par value

                                                                                        

                                                                                        

                                                                                        1,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        79,180

                                                                                        

                                                                                        

                                                                                        

                                                                                        -

                                                                                        

                                                                                        

                                                                                        $

                                                                                        -Preferred stock, Series C $0.10 par value

                                                                                        

                                                                                        

                                                                                        1,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        296,180

                                                                                        

                                                                                        

                                                                                        

                                                                                        296,180

                                                                                        

                                                                                        

                                                                                        $

                                                                                        29,618August 31, 2008:Preferred stock, Series A $0.10 par value

                                                                                        

                                                                                        

                                                                                        1,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        66,180

                                                                                        

                                                                                        

                                                                                        

                                                                                        -

                                                                                        

                                                                                        

                                                                                        $

                                                                                        -Preferred stock, Series B $0.10 par value

                                                                                        

                                                                                        

                                                                                        1,000,000

                                                                                        

                                                                                        

                                                                                        

                                                                                        79,180

                                                                                        

                                                                                        

                                                                                        

                                                                                        79,180

                                                                                        

                                                                                        

                                                                                        $

                                                                                        7,918





On June 30, 2008, the Company exchanged the 66,180 shares of non-voting Series A Preferred Stock with $0.10 par value and a dividend of $7.50 per share for 66,180 shares of non-voting Series B Preferred Stock with $0.10 par value and a dividend of $10.00 per share.





In addition on June 30, 2008, the Company issued 13,000 shares of non-voting Series B Preferred Stock with a par value of $0.10 per share and a dividend of $10.00 per share in consideration for the termination of the Company’s Term Loan Note in the amount of $1,300 with its majority shareholder.  The unsecured Term Loan Note was
            due on November 1, 2010 and paid interest at LIBOR plus 3.0%.





Effective November 30, 2008, the Company exchanged the 79,180 shares non-voting Series B Preferred Stock with $0.10 par value and a dividend of $10.00 per share for non-voting Series C Preferred Stock with $0.10 par value and annual dividends of $5 per share in years
            ending November 30, 2009 and 2010, $6 per share in the year ending November 30, 2011 and $7 per share thereafter. The dividends will be paid on a pro-rata basis monthly.





Effective November 30, 2008, the Company issued 217,000 shares of $0.10 par value non-voting Series C Preferred Stock to the Company’s majority shareholder as consideration for cancellation of certain debt obligations owed by the Company under a line of credit promissory note dated June 5,
            2008.  The shares are not convertible to common stock and have various restrictions pertaining to their transferability as they are not registered under the Securities Act of 1933.





The shares issued are single class and pay on a monthly basis an annual cash dividend of $5 per share in years ending November 30, 2009 and 2010, $6 per share in the year
            ending November 30, 2011 and $7 per share thereafter. Dividends of $370 and $124 were paid and/or accrued for the three
            months ended May 31, 2009 and 2008, respectively. Dividends of $815 and $372 were paid and/or accrued
            for the nine months ended May 31, 2009 and 2008, respectively.





Treasury Stock





The Company had no outstanding shares of treasury stock at May 31, 2009 or August 31, 2008.





NOTE 14- ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)





Significant components of accumulated other comprehensive income (loss) is as follows:





Foreign

                                            Currency

                                            Adjustments

                                        

                                        

                                        Accumulated

                                            Other

                                            Comprehensive

                                            IncomeBalance at August 31, 2008

                                        

                                        $

                                        192

                                        

                                        

                                        $

                                        192Period change

                                        

                                        

                                        (192

                                        )

                                        

                                        

                                        (192

                                        )Balance at May 31, 2009

                                        

                                        $

                                        -

                                        

                                        

                                        $

                                        -





The net tax effect of the unrealized gain (loss) after consideration of the valuation allowance is insignificant and is not included in deferred tax assets or accumulated other comprehensive income (loss).





NOTE 15 - PER SHARE DATA





The following presents the computation of basic income per common share and diluted income per common share:


23





Three Month Period Ended

                                                                    

                                                                    

                                                                    Nine Month Period EndedMay 31,

                                                                        2009

                                                                        (Unaudited)

                                                                    

                                                                    

                                                                    May 31,

                                                                        2008

                                                                        (Unaudited)

                                                                    

                                                                    

                                                                    May 31,

                                                                        2009

                                                                        (Unaudited)

                                                                    

                                                                    

                                                                    May 31,

                                                                        2008

                                                                        (Unaudited)Net Income (Loss) Available to Common Shareholders

                                                                    

                                                                    $

                                                                    10

                                                                    

                                                                    

                                                                    $

                                                                    (3,080

                                                                    )

                                                                    

                                                                    $

                                                                    69

                                                                    

                                                                    

                                                                    $

                                                                    (5,909

                                                                    )Basic Income (Loss) per Common Share

                                                                    

                                                                    $

                                                                    -

                                                                    

                                                                    

                                                                    $

                                                                    (0.27

                                                                    )

                                                                    

                                                                    $

                                                                    0.01

                                                                    

                                                                    

                                                                    $

                                                                    (0.52

                                                                    )Basic weighted average number of common shares outstanding

                                                                    

                                                                    

                                                                    12,082,173

                                                                    

                                                                    

                                                                    

                                                                    11,391,823

                                                                    

                                                                    

                                                                    

                                                                    11,828,878

                                                                    

                                                                    

                                                                    

                                                                    11,391,823Diluted Income (Loss) per Common Share

                                                                    

                                                                    $

                                                                    -

                                                                    

                                                                    

                                                                    $

                                                                    (0.27

                                                                    )

                                                                    

                                                                    $

                                                                    0.01

                                                                    

                                                                    

                                                                    $

                                                                    (0.52

                                                                    )Diluted weighted average number of common shares outstanding

                                                                    

                                                                    

                                                                    14,592,336

                                                                    

                                                                    

                                                                    

                                                                    12,771,670

                                                                    

                                                                    

                                                                    

                                                                    13,740,144

                                                                    

                                                                    

                                                                    

                                                                    12,890,962





NOTE 16- OPERATING LEASE COMMITMENTS





Property Lease Commitments





Segment

                        

                        Location(s)

                        

                        DescriptionBusiness Solutions

                        

                        Richmond, IN (1); Indianapolis, IN (2); Brentwood, TN (3); Provo, UT (4); Tucson, AZ (5); Loveland, CO (6)

                        

                        OfficesCorporate

                        

                        Indianapolis, IN (7)

                        

                        Offices





(1)

                    The lease on this property is with the former Chief Operating Officer of the Company.  The operating lease agreement provides for monthly base rent of $4 through August 31, 2010, with nominal annual increases. The agreement also includes a one-year renewal option.





(2)

                    The Company maintained a sublease obligation that provides for monthly base rent of $5 through December 31, 2008 and may be adjusted annually to fair market value or to increases defined in the agreement. The lessee pays most expenses related to the building including repairs and maintenance, insurance, and property taxes. There
                            is no renewal option.





(3)

                    The Company maintains an operating lease agreement that provides for monthly base rent of $12 through January 31, 2014. In addition to an escalating base monthly rent, the agreement requires the Company to pay any increase in operating costs, real estate taxes, or utilities over the base year.





(4)

                    The Company maintains an operating lease agreement that provides for monthly base rent of $26 through January 31, 2012 and is increased 5% annually.  The lessee pays most expenses related to repairs, maintenance, property taxes, and insurance.  The lessor is required to carry minimal amounts of
                            insurance.





(5)

                    The Company maintains an operating lease agreement that provides for monthly base rent of $5 through January 31, 2010.  The lessee pays most expenses related to repairs, maintenance, property taxes, and insurance.  The lessor is required to carry minimal amounts of insurance.  The lease includes two
                            three-year lease renewal options for a total of six years.





(6)

                    The Company maintains an operating lease agreement that provides for monthly base rent of $2 through January 31, 2014.  The lessee pays most expenses related to repairs, maintenance, property taxes, and insurance.  The lessor is required to carry minimal amounts of
                            insurance.





(7)

                    The Company maintains an operating lease agreement with a limited liability Company that is owned by the majority shareholders.  The operating lease agreement provides for monthly base rent of $10 through November 30, 2013, adjusted annually to fair market value.  The agreement also includes a one-year renewal
                            option.  The lease is an “Absolute Triple Net Lease” which provides for the lessee to pay most expenses related to the building including repairs and maintenance, insurance, and property taxes.





Rent expense under these agreements amounted to $163 and $451 for the three and nine months ending
            May 31, 2009.





Future minimum commitments under these agreements at May 31, 2009 are approximately as follows:


24





Facilities2009

                                

                                $

                                7182010

                                

                                

                                6752011

                                

                                

                                5632012

                                

                                

                                3252013

                                

                                

                                197$

                                2,478





NOTE 17 - RELATED PARTY TRANSACTIONS





The following is a summary of related party amounts included in the consolidated financial statements at May 31, 2009 and August 31, 2008, respectively:





May 31,

                                    2009

                                    (Unaudited)

                                

                                

                                August 31,

                                    2008

                                    (Audited)Assets:Long-term note receivable

                                

                                $

                                3,275

                                

                                

                                $

                                -Liabilities:Long-term line of credit

                                

                                

                                -

                                

                                

                                

                                (32,000

                                )Installment notes payable

                                

                                

                                -

                                

                                

                                

                                (2

                                )Net assets (liabilities)

                                

                                $

                                3,275

                                

                                

                                $

                                (32,002

                                )





The note receivable represents a loan with a business owned by the Company’s majority shareholders in connection with the disposition of the assets.  Refer to Note 2 for further details.  The loan expires on November 30, 2011 and bears interest at the Prime Rate plus 1%.  Beginning on December 30, 2008 and each
            month thereafter, interest will be paid.  Commencing on December 30, 2009, monthly principal payments of $50 are due and commencing on December 30, 2010, monthly principal payments of $100 are due.





In addition, the Company had $1,300 borrowed at March 31, 2008 under a long-term unsecured line of credit with the Company’s majority shareholder.  Effective June 30, 2008, the Company issued 13,000 shares of $0.10 par value Series B preferred stock to the Company’s majority shareholder as consideration for cancellation of
            this debt obligation.  On November 30, 2008, the 13,000 shares of $0.10 par value Series B preferred stock was exchanged for 13,000 shares of $0.10 par value Series C preferred stock.





The term loan represents a loan from the Company’s majority shareholder and was scheduled to mature on May 5, 2011.  See Note 9 for further details.  Effective November 30, 2008, the Company issued 217,000 shares of $0.10 par value Series C preferred stock to the Company’s majority shareholder as consideration for
            cancellation of this debt obligation.  Refer to Note 2 and Note 9 for further details.





The installment notes payable represents loans for equipment and vehicle purchases by the Company’s majority shareholder.  The loans are secured by the respective assets acquired and expire no later than September 30, 2008.  The notes were repaid in September 2008.  Interest expense is
            immaterial.  See Note 9 for further details.





The following is a summary of related party amounts included in the consolidated statements of operations for the nine months ending May 31, 2009 and 2008, respectively:


25





May 31,

                                    2009

                                    (Unaudited)

                                

                                

                                May 31,

                                    2008

                                    (Unaudited)Revenues:Business Solutions (1)

                                

                                $

                                403

                                

                                

                                $

                                -Electronics Integration (11)

                                

                                

                                5

                                

                                

                                

                                13Total

                                

                                

                                408

                                

                                

                                

                                13Expenses:Business Solutions (2)

                                

                                

                                320

                                

                                

                                

                                305Wireless Infrastructure (3) (4) (5)

                                

                                

                                39

                                

                                

                                

                                166Transportation Infrastructure (6)

                                

                                

                                75

                                

                                

                                

                                225Ultraviolet Technologies (7)

                                

                                

                                21

                                

                                

                                

                                63Electronics Integration (3)

                                

                                

                                44

                                

                                

                                

                                107Holding Company (8) (9) (10) (12)

                                

                                

                                366

                                

                                

                                

                                787Total

                                

                                $

                                865

                                

                                

                                $

                                1,653





(1)

                    During the nine months ending May 31, 2009, the Company’s CSM and PSM subsidiaries performed $403 worth of services for businesses owned by the Company’s two majority shareholders.


(2)

                    The Company’s PSM subsidiary holds a lease for an office building in Richmond, IN from the former Chief Operating Officer of the Company.  The lease is for a period of five years and expires in August 2010. The agreement provides for base rent of $4 per month with nominal annual increases.  Rent and
                            related expense of $35 and $27 was recognized for the nine months ended May 31, 2009 and 2008, respectively.  The Company’s ESG subsidiary is entered into a lease agreement for an office building in Provo, Utah which is leased from a limited liability company in which ESG’s former President is a member of the limited liability company.  The lease is due to expire January 31, 2012.  Rent and related expense of $240 and $224
                            were recognized for the nine months ended May 31, 2009 and 2008, respectively.  The Company’s ESG subsidiary holds a lease for an office building in Tucson, AZ from a Company owned by a former employee.  The lease is for a period of three years and expires in January 2010.  Rent and related expenses of $45 were recognized for the nine months ended May 31, 2009 and 2008, respectively.


(3)

                    The Company maintained an operating lease agreement for the rental of a building with a limited liability company owned by the Company’s two majority shareholders.  A majority of the Company’s subsidiaries maintain offices and or warehouse space in the facility. The lease agreement includes a ten-year term
                            with one option to extend the lease term for a one-year period.  The lease was terminated on November 30, 2008.  The agreement provides for a monthly base rent of $28 per month.  The base rent shall be adjusted annually to fair market value. In addition, the Company shall pay certain expenses including taxes, assessments, maintenance and repairs.  Rent and related expenses of $82 and $260 were recognized for the nine months
                            ended May 31, 2009 and 2008, respectively.


(4)

                    The Company maintains a debt obligation to its majority shareholder for the purchase of vehicles and equipment. The loans are secured by the assets and pay interest at 6%.  Interest expense of $1 was recognized for the nine months ending May 31, 2009 and 2008, respectively.  The debt was repaid in November
                            2008.


(5)

                    The Company’s Fortune Wireless subsidiary maintains an operating lease agreement for rental of a building with a limited liability company owned by the Company’s two majority shareholders.  The operating lease agreement provides for monthly base rent of $4 through April 30, 2011, adjusted annually to fair
                            market value.  The building was sold and the lease was terminated in November 2007.  Rent and related expenses of $12 was recognized for the nine months ended May 31, 2008.


(6)

                    The Company’s JH Drew subsidiary maintains an operating lease agreement for rental of three buildings located in Indiana, Tennessee and Missouri with a limited liability company owned by the Company’s two majority shareholders.  The lease agreement includes a five-year term with one option to extend the lease term for a
                            one-year period and provides for base rent of $25 per month. The base rent shall be adjusted annually to fair market value.  In addition, the Company shall pay certain expenses including taxes, assessments, maintenance and repairs.  The lease was terminated on November 30, 2008.  Rent and related expenses of $75 and $225 were recognized for the nine months ending May 31, 2009 and 2008, respectively.


(7)

                    The Company’s Nor-Cote subsidiary maintains an operating lease agreement for rental of a building with a limited liability company owned by the Company’s two majority shareholders.  The agreement provides for monthly base rent of $7 and expires in August 2009.  The lease was terminated on November
                            30, 2008.  The base rent shall be adjusted annually to fair market value.  The Agreement also includes one renewal option, which allows the Company to extend the lease term for an additional year.  Rent and related expenses of $21 and $63 were recognized for the nine months ending May 31, 2009 and 2008, respectively.


(8)

                    The Company maintains an operating lease agreement for the rental of a building with a limited liability company owned by the Company’s two majority shareholders.  The lease agreement includes a ten-year term with one option to extend the lease term for a one-year period.  The agreement provides for a
                            monthly base rent of $88 per month.  The base rent shall be adjusted annually to fair market value.  In addition, the Company shall pay certain expenses including taxes, assessments, maintenance and repairs. The lease was terminated on November 30, 2008.  Rent and related expenses of $263 and $727 were recognized for the nine months ending May 31, 2009 and 2008,
                            respectively.


26


(9)

                    As described in Note 9, the Company entered into various unsecured line of credit agreements with its majority shareholder.  Interest expense booked on these agreements amounted to $7 and $60 for the nine months ending May 31, 2009 and 2008, respectively.


(10)

                    Guarantee fees approved by the Company’s Board of Directors were paid during the nine months ending May 31, 2009 to the Company’s CEO in the amount of $150.  The fees were associated with the Company’s CEO providing personal guarantees for a substantial portion of the Company’s debt obligations.


(11)

                    During the nine months ending May 31, 2009 and 2008, the Company’s Telecom Technology Corp.subsidiary performed $5 and $13, respectively worth of services for a business owned by the Company’s two majority shareholders.


(12)

                    The Company maintains an operating lease agreement for the rental of a building with a limited liability company owned by the Company’s two majority shareholders.  The lease agreement includes a five-year term with one option to extend the lease term for a one-year period.  The agreement provides for a
                            monthly base rent of $10 per month.  The base rent shall be adjusted annually to fair market value.  In addition, the Company shall pay certain expenses including taxes, assessments, maintenance and repairs. Rent and related expenses of $30 and $0 were recognized for the nine months ending May 31, 2009 and 2008, respectively.





Other Related Party Transactions





The Company’s majority shareholders have entered into various put/call option agreements (“option agreements”) with the Company’s common stock over the last five years.  Option agreements with these shareholders are included in the acquisitions of Nor-Cote, PSM, and CSM.  The put/ call options range in
            price from $1 to $4 per common share.  During fiscal year 2008, the majority shareholders acquired 102,843 shares of the Company’s commons stock related to option agreements with CSM for approximately $1,062.





NOTE 18- SIGNIFICANT ESTIMATES





Significant estimates have been made by management with respect to the realizability of the Company’s deferred tax assets.  Actual results could differ from these estimates making it reasonably possible that a change in these estimates could occur in the near term.  The net increase (decrease) in the valuation allowance
            for deferred income tax assets was ($57) and $2,520 at May 31, 2009 and 2008, respectively.  The valuation allowance relates primarily to net operating loss carry forwards, tax credit carry forwards, and net deductible temporary differences.  The Company evaluates a variety of factors in determining the amount of the deferred income tax assets to be recognized pursuant to SFAS No. 109, including the number of years the Company’s operating loss and tax
            credits can be carried forward, the existence of taxable temporary differences, the Company’s earnings history and the Company’s near-term earnings expectations.  At May 31, 2009, management believes it is more likely than not that the majority of net deferred income tax assets will not be realized.





Company subsidiaries in the Business Solutions Segment establish reserves for workers’ compensation and health insurance claims by estimating unpaid losses and loss expenses with respect to claims occurring on or before the balance sheet date.  Such estimates include provisions for reported claims and provisions for
            incurred-but-not-reported claims.  The estimates of unpaid losses are established and continually reviewed by the Company using a variety of statistical and analytical techniques.  Reserve estimates reflect past claims experience, currently known factors and trends and estimates of future claim trends.





Irrespective of the techniques used, estimation error is inherent in the process of establishing unpaid loss reserves as of any given date.  Uncertainties in projecting ultimate claim amounts are enhanced by the time lag between when a claim actually occurs and when it becomes reported and settled.  These policies contain
            aggregate limits of indemnification, so the risks of additional claims under the contracts are limited.  For the reasons previously discussed, the amounts of the reserves established as of a given balance sheet date and the subsequent actual losses and loss expenses paid will likely differ, perhaps by a material amount.  There is no guaranty that the recorded reserves will prove to be adequate.  Changes in unpaid loss estimates arising from the review
            process are charged or credited, as applicable, to earnings in the period of the change.





NOTE 19- CONCENTRATION OF CREDIT RISK





The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, including marketable securities, and accounts receivables.  The Company places its cash and cash equivalents with high credit quality institutions.  At times, such amounts may be in excess
            of the FDIC insured limit.  The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its accounts receivable credit risk exposure is limited.




27


NOTE 20- COMMITMENTS AND CONTINGENCIES





Litigation





The Company is involved in various legal proceedings.  The Company believes it has adequate legal defenses with respect to each of the suits and intends to vigorously defend against these actions.  However, it is reasonably possible that these cases could result in outcomes unfavorable to the Company.  While the
            Company currently believes that the amounts of the ultimate potential loss would not be material to the Company’s financial position, the outcome of litigation is inherently difficult to predict.  In the event of an adverse outcome, the ultimate potential loss could have a material effect on the financial position or reported results of operations in a particular quarter.





Restricted Cash





Certain states and vendors require us to post letters of credit to ensure payment of taxes or payments to the Company’s vendors under health insurance and workers’ compensation contracts and to guarantee performance under the Company’s 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 the Company has failed to perform specified actions.  If this were to occur, the Company would be required to reimburse the issuer of the letter of credit.  Depending on the circumstances of such a reimbursement, the Company may also have to record a charge to earnings for the
            reimbursement.  The Company does not believe that it is likely that any claims will be made under a letter of credit in the foreseeable future.   As of May 31, 2009, the Company had approximately $3.3 million in restricted cash primarily to secure obligations under its PEO contracts in the Business Solutions segment.





NOTE 21 - SEGMENT INFORMATION





Effective November 30, 2008, the Company sold or discontinued operations in its Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Technologies, and Electronics Integration segments.  As a result, the Company currently has one reportable business segment, Business Solutions.  Prior to December 1, 2008, the
            Company was organized into five reportable business segments;  Business Solutions, Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Technologies, and Electronics Integration.  The Company’s reportable business segments are organized in a manner that reflects how management reviews and evaluates those business activities.  Certain businesses have been grouped together for segment reporting based upon similar products or product
            lines, marketing, selling and distribution characteristics.  The segments are organized as follows:





Segment & Entity

                            

                            Business ActivityBusiness SolutionsProfessional Staff Management, Inc. and subsidiaries; CSM, Inc. and subsidiaries and related entities; Employer Solutions Group, Inc. and related entities; Precision Employee Management, LLC

                            

                            Provider of outsourced human resource servicesWireless InfrastructureFortune Wireless, Inc.; Magtech Services, Inc.; Cornerstone Wireless Construction Services, Inc.; James Westbrook & Associates, LLC

                            

                            Provider turnkey development services for the deployment of wireless networksTransportation InfrastructureJames H. Drew Corp. and subsidiaries

                            

                            Installer of fiber optic, smart highway systems, traffic signals, street signs, high mast and ornamental lighting, guardrail, wireless communications, and fabrications of structural steelUltraviolet TechnologiesNor-Cote International, Inc. and subsidiaries

                            

                            Manufacturer of UV curable screen printing ink productsElectronics IntegrationKingston Sales Corporation; Commercial Solutions, Inc.; Telecom Technology, Corp.

                            

                            Distributor and installer of home and commercial electronics





The following tables report data by segment and exclude revenues from transactions with other operating segments:




28




Business

                                        

                                        

                                        Holding

                                        

                                        

                                        SegmentSolutions (1)

                                        

                                        

                                        Company

                                        

                                        

                                        Totals3-Months Ended May 31, 2009Revenue

                                        

                                        $

                                        15,393

                                        

                                        

                                        $

                                        -

                                        

                                        

                                        $

                                        15,393Cost of revenue

                                        

                                        

                                        12,300

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        12,300Gross profit

                                        

                                        

                                        3,093

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        3,093Operating expensesSelling, general and administrative

                                        

                                        

                                        2,613

                                        

                                        

                                        

                                        (45

                                        )

                                        

                                        

                                        2,568Depreciation and amortization

                                        

                                        

                                        160

                                        

                                        

                                        

                                        47

                                        

                                        

                                        

                                        207Total operating expenses

                                        

                                        

                                        2,773

                                        

                                        

                                        

                                        2

                                        

                                        

                                        

                                        2,775Segment operating income (loss)

                                        

                                        $

                                        320

                                        

                                        

                                        $

                                        (2

                                        )

                                        

                                        $

                                        318





(1)

                    Gross billings of $129,133 less worksite employee payroll costs of $113,740.





Business

                                    

                                    

                                    Wireless

                                    

                                    

                                    Transportation

                                    

                                    

                                    Ultraviolet

                                    

                                    

                                    Electronics

                                    

                                    

                                    OperatingSolutions (1)

                                    

                                    

                                    Infrastructure

                                    

                                    

                                    Infrastructure

                                    

                                    

                                    Technologies

                                    

                                    

                                    Integration

                                    

                                    

                                    Total3-Months Ended May 31, 2008Revenue

                                    

                                    $

                                    20,286

                                    

                                    

                                    $

                                    2,913

                                    

                                    

                                    $

                                    10,581

                                    

                                    

                                    $

                                    2,826

                                    

                                    

                                    $

                                    3,592

                                    

                                    

                                    $

                                    40,198Cost of revenue

                                    

                                    

                                    16,572

                                    

                                    

                                    

                                    2,417

                                    

                                    

                                    

                                    9,282

                                    

                                    

                                    

                                    1,594

                                    

                                    

                                    

                                    3,387

                                    

                                    

                                    

                                    33,252Gross profit

                                    

                                    

                                    3,714

                                    

                                    

                                    

                                    496

                                    

                                    

                                    

                                    1,299

                                    

                                    

                                    

                                    1,232

                                    

                                    

                                    

                                    205

                                    

                                    

                                    

                                    6,946Operating expensesSelling, general and administrative

                                    

                                    

                                    3,827

                                    

                                    

                                    

                                    1,103

                                    

                                    

                                    

                                    873

                                    

                                    

                                    

                                    1,185

                                    

                                    

                                    

                                    652

                                    

                                    

                                    

                                    7,640Depreciation and amortization

                                    

                                    

                                    359

                                    

                                    

                                    

                                    38

                                    

                                    

                                    

                                    8

                                    

                                    

                                    

                                    86

                                    

                                    

                                    

                                    11

                                    

                                    

                                    

                                    502Total operating expenses

                                    

                                    

                                    4,186

                                    

                                    

                                    

                                    1,141

                                    

                                    

                                    

                                    881

                                    

                                    

                                    

                                    1,271

                                    

                                    

                                    

                                    663

                                    

                                    

                                    

                                    8,142Segment operating income (loss)

                                    

                                    $

                                    (472

                                    )

                                    

                                    $

                                    (645

                                    )

                                    

                                    $

                                    418

                                    

                                    

                                    $

                                    (39

                                    )

                                    

                                    $

                                    (458

                                    )

                                    

                                    $

                                    (1,196

                                    )





Holding

                                    

                                    

                                    Consolidated

                                    

                                    

                                    VIE

                                    

                                    

                                    SegmentCompany

                                    

                                    

                                    VIE

                                    

                                    

                                    Elimination

                                    

                                    

                                    Totals3-Months Ended May 31, 2008Revenue

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    429

                                    

                                    

                                    $

                                    (427

                                    )

                                    

                                    $

                                    40,200Cost of revenue

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    33,252Gross profit

                                    

                                    

                                    -

                                    

                                    

                                    

                                    429

                                    

                                    

                                    

                                    (427

                                    )

                                    

                                    

                                    6,948Operating expensesSelling, general and administrative

                                    

                                    

                                    928

                                    

                                    

                                    

                                    8

                                    

                                    

                                    

                                    (427

                                    )

                                    

                                    

                                    8,149Depreciation and amortization

                                    

                                    

                                    294

                                    

                                    

                                    

                                    48

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    844Total operating expenses

                                    

                                    

                                    1,222

                                    

                                    

                                    

                                    56

                                    

                                    

                                    

                                    (427

                                    )

                                    

                                    

                                    8,993Segment operating income (loss)

                                    

                                    $

                                    (1,222

                                    )

                                    

                                    $

                                    373

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    (2,045

                                    )





(1) Gross billings of $148,232 less worksite employee payroll costs of $127,946.


29





Business

                                            

                                            

                                            Wireless

                                            

                                            

                                            Transportation

                                            

                                            

                                            Ultraviolet

                                            

                                            

                                            Electronics

                                            

                                            

                                            HoldingSolutions (1)

                                            

                                            

                                            Infrastructure

                                            

                                            

                                            Infrastructure

                                            

                                            

                                            Technologies

                                            

                                            

                                            Integration

                                            

                                            

                                            Company

                                            

                                            

                                            Totals9-months ended May 31, 2009Revenue

                                            

                                            $

                                            48,562

                                            

                                            

                                            $

                                            3,312

                                            

                                            

                                            $

                                            12,090

                                            

                                            

                                            $

                                            2,771

                                            

                                            

                                            $

                                            1,251

                                            

                                            

                                            $

                                            -

                                            

                                            

                                            $

                                            67,986Cost of revenue

                                            

                                            

                                            38,759

                                            

                                            

                                            

                                            2,458

                                            

                                            

                                            

                                            10,747

                                            

                                            

                                            

                                            1,596

                                            

                                            

                                            

                                            912

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            54,472Gross profit

                                            

                                            

                                            9,803

                                            

                                            

                                            

                                            854

                                            

                                            

                                            

                                            1,343

                                            

                                            

                                            

                                            1,175

                                            

                                            

                                            

                                            339

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            13,514Operating expensesSelling, general and administrative

                                            

                                            

                                            8,627

                                            

                                            

                                            

                                            650

                                            

                                            

                                            

                                            781

                                            

                                            

                                            

                                            1,320

                                            

                                            

                                            

                                            238

                                            

                                            

                                            

                                            128

                                            

                                            

                                            

                                            11,744Depreciation and amortization

                                            

                                            

                                            495

                                            

                                            

                                            

                                            11

                                            

                                            

                                            

                                            5

                                            

                                            

                                            

                                            59

                                            

                                            

                                            

                                            1

                                            

                                            

                                            

                                            227

                                            

                                            

                                            

                                            798Total operating expenses

                                            

                                            

                                            9,122

                                            

                                            

                                            

                                            661

                                            

                                            

                                            

                                            786

                                            

                                            

                                            

                                            1,379

                                            

                                            

                                            

                                            239

                                            

                                            

                                            

                                            355

                                            

                                            

                                            

                                            12,542Segment operating income (loss)

                                            

                                            $

                                            681

                                            

                                            

                                            $

                                            193

                                            

                                            

                                            $

                                            557

                                            

                                            

                                            $

                                            (204

                                            )

                                            

                                            $

                                            100

                                            

                                            

                                            $

                                            (355

                                            )

                                            

                                            $

                                            972





(1) Gross billings of $419,737 less worksite employee payroll costs of $371,175.





Business

                                

                                

                                Wireless

                                

                                

                                Transportation

                                

                                

                                Ultraviolet

                                

                                

                                Electronics

                                

                                

                                OperatingSolutions (1)

                                

                                

                                Infrastructure

                                

                                

                                Infrastructure

                                

                                

                                Technologies

                                

                                

                                Integration

                                

                                

                                Total9-Months Ended May 31, 2008Revenue

                                

                                $

                                62,913

                                

                                

                                $

                                12,693

                                

                                

                                $

                                32,208

                                

                                

                                $

                                8,903

                                

                                

                                $

                                9,161

                                

                                

                                $

                                125,878Cost of revenue

                                

                                

                                51,415

                                

                                

                                

                                9,816

                                

                                

                                

                                28,768

                                

                                

                                

                                5,097

                                

                                

                                

                                8,402

                                

                                

                                

                                103,498Gross profit

                                

                                

                                11,498

                                

                                

                                

                                2,877

                                

                                

                                

                                3,440

                                

                                

                                

                                3,806

                                

                                

                                

                                759

                                

                                

                                

                                22,380Operating expensesSelling, general and administrative

                                

                                

                                10,486

                                

                                

                                

                                3,295

                                

                                

                                

                                2,712

                                

                                

                                

                                3,671

                                

                                

                                

                                1,553

                                

                                

                                

                                21,717Depreciation and amortization

                                

                                

                                1,066

                                

                                

                                

                                120

                                

                                

                                

                                17

                                

                                

                                

                                239

                                

                                

                                

                                36

                                

                                

                                

                                1,478Total operating expenses

                                

                                

                                11,552

                                

                                

                                

                                3,415

                                

                                

                                

                                2,729

                                

                                

                                

                                3,910

                                

                                

                                

                                1,589

                                

                                

                                

                                23,195Segment operating income (loss)

                                

                                $

                                (54

                                )

                                

                                $

                                (538

                                )

                                

                                $

                                711

                                

                                

                                $

                                (104

                                )

                                

                                $

                                (830

                                )

                                

                                $

                                (815

                                )





Holding

                                        

                                        

                                        Consolidated

                                        

                                        

                                        VIE

                                        

                                        

                                        SegmentCompany

                                        

                                        

                                        VIE

                                        

                                        

                                        Elimination

                                        

                                        

                                        Totals9-Months Ended May 31, 2008Revenue

                                        

                                        $

                                        -

                                        

                                        

                                        $

                                        1,283

                                        

                                        

                                        $

                                        (1,278

                                        )

                                        

                                        $

                                        125,883Cost of revenue

                                        

                                        

                                        -

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        103,498Gross profit

                                        

                                        

                                        -

                                        

                                        

                                        

                                        1,283

                                        

                                        

                                        

                                        (1,278

                                        )

                                        

                                        

                                        22,385Operating expensesSelling, general and administrative

                                        

                                        

                                        2,065

                                        

                                        

                                        

                                        25

                                        

                                        

                                        

                                        (1,278

                                        )

                                        

                                        

                                        22,529Depreciation and amortization

                                        

                                        

                                        639

                                        

                                        

                                        

                                        145

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        2,262Total operating expenses

                                        

                                        

                                        2,704

                                        

                                        

                                        

                                        170

                                        

                                        

                                        

                                        (1,278

                                        )

                                        

                                        

                                        24,791Segment operating income (loss)

                                        

                                        $

                                        (2,704

                                        )

                                        

                                        $

                                        1,113

                                        

                                        

                                        $

                                        -

                                        

                                        

                                        $

                                        (2,406

                                        )





(1) Gross billings of $464,761 less worksite employee payroll costs of $401,848.


30





Business

                                

                                

                                Electronics

                                

                                

                                HoldingSolutions

                                

                                

                                Integration

                                

                                

                                Company

                                

                                

                                TotalsAs of May 31, 2009 (Unaudited)Current AssetsCash and equivalents

                                

                                $

                                1,878

                                

                                

                                $

                                -

                                

                                

                                $

                                311

                                

                                

                                $

                                2,189Restricted cash

                                

                                

                                3,253

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                3,253Accounts receivable, net

                                

                                

                                3,500

                                

                                

                                

                                -

                                

                                

                                

                                3

                                

                                

                                

                                3,503Inventory, net

                                

                                

                                12

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                12Deferred tax asset

                                

                                

                                1,489

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                1,489Prepaid expenses and other current assets

                                

                                

                                948

                                

                                

                                

                                -

                                

                                

                                

                                (2

                                )

                                

                                

                                946Assets of discontinued operations, net

                                

                                

                                -

                                

                                

                                

                                145

                                

                                

                                

                                -

                                

                                

                                

                                145Total Current Assets

                                

                                

                                11,080

                                

                                

                                

                                145

                                

                                

                                

                                312

                                

                                

                                

                                11,537Other AssetsProperty, plant & equipment, net

                                

                                

                                491

                                

                                

                                

                                -

                                

                                

                                

                                290

                                

                                

                                

                                781Goodwill

                                

                                

                                12,339

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                12,339Other intangible assets, net

                                

                                

                                3,297

                                

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                3,297Term note receivable-related party

                                

                                

                                -

                                

                                

                                

                                -

                                

                                

                                

                                3,275

                                

                                

                                

                                3,275Other long term assets

                                

                                

                                22

                                

                                

                                

                                -

                                

                                

                                

                                21

                                

                                

                                

                                43Total Other Assets

                                

                                

                                16,149

                                

                                

                                

                                -

                                

                                

                                

                                3,586

                                

                                

                                

                                19,735Total Assets

                                

                                $

                                27,229

                                

                                

                                $

                                145

                                

                                

                                $

                                3,898

                                

                                

                                $

                                31,272


31





Business

                                                

                                                

                                                Wireless

                                                

                                                

                                                Transportation

                                                

                                                

                                                Ultraviolet

                                                

                                                

                                                Electronics

                                                

                                                

                                                OperatingSolutions

                                                

                                                

                                                Infrastructure

                                                

                                                

                                                Infrastructure

                                                

                                                

                                                Technologies

                                                

                                                

                                                Integration

                                                

                                                

                                                TotalAs of August 31, 2008 (Audited)Current AssetsCash and equivalents

                                                

                                                $

                                                2,055

                                                

                                                

                                                $

                                                230

                                                

                                                

                                                $

                                                1,029

                                                

                                                

                                                $

                                                527

                                                

                                                

                                                $

                                                48

                                                

                                                

                                                $

                                                3,889Restricted cash

                                                

                                                

                                                5,370

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                5,370Accounts receivable, net

                                                

                                                

                                                3,093

                                                

                                                

                                                

                                                2,760

                                                

                                                

                                                

                                                8,147

                                                

                                                

                                                

                                                1,859

                                                

                                                

                                                

                                                1,442

                                                

                                                

                                                

                                                17,301Costs and estimated earnings in excess of billings on uncompleted
                                                            contracts

                                                

                                                

                                                -

                                                

                                                

                                                

                                                192

                                                

                                                

                                                

                                                2,593

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                2,785Inventory, net

                                                

                                                

                                                17

                                                

                                                

                                                

                                                39

                                                

                                                

                                                

                                                2,312

                                                

                                                

                                                

                                                1,646

                                                

                                                

                                                

                                                353

                                                

                                                

                                                

                                                4,367Deferred tax asset

                                                

                                                

                                                922

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                613

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                1,535Prepaid expenses and other current assets

                                                

                                                

                                                1,263

                                                

                                                

                                                

                                                233

                                                

                                                

                                                

                                                361

                                                

                                                

                                                

                                                302

                                                

                                                

                                                

                                                65

                                                

                                                

                                                

                                                2,224Total Current Assets

                                                

                                                

                                                12,720

                                                

                                                

                                                

                                                3,454

                                                

                                                

                                                

                                                15,055

                                                

                                                

                                                

                                                4,334

                                                

                                                

                                                

                                                1,908

                                                

                                                

                                                

                                                37,471Other AssetsProperty, plant & equipment, net

                                                

                                                

                                                641

                                                

                                                

                                                

                                                306

                                                

                                                

                                                

                                                1,418

                                                

                                                

                                                

                                                1,916

                                                

                                                

                                                

                                                42

                                                

                                                

                                                

                                                4,323Accounts receivable - long term

                                                

                                                

                                                -

                                                

                                                

                                                

                                                6

                                                

                                                

                                                

                                                859

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                865Goodwill

                                                

                                                

                                                12,339

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                152

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                12,491Other intangible assets, net

                                                

                                                

                                                3,602

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                3,602Other long term assets

                                                

                                                

                                                23

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                13

                                                

                                                

                                                

                                                -

                                                

                                                

                                                

                                                36Total Other Assets

                                                

                                                

                                                16,605

                                                

                                                

                                                

                                                312

                                                

                                                

                                                

                                                2,429

                                                

                                                

                                                

                                                1,929

                                                

                                                

                                                

                                                42

                                                

                                                

                                                

                                                21,317Total Assets

                                                

                                                $

                                                29,325

                                                

                                                

                                                $

                                                3,766

                                                

                                                

                                                $

                                                17,484

                                                

                                                

                                                $

                                                6,263

                                                

                                                

                                                $

                                                1,950

                                                

                                                

                                                $

                                                58,788





Holding

                                            

                                            

                                            Consolidated

                                            

                                            

                                            SegmentCompany

                                            

                                            

                                            VIE

                                            

                                            

                                            TotalsAs of August 31, 2008 (Audited)Current AssetsCash and equivalents

                                            

                                            $

                                            831

                                            

                                            

                                            $

                                            20

                                            

                                            

                                            $

                                            4,740Restricted cash

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            5,370Accounts receivable, net

                                            

                                            

                                            (96

                                            )

                                            

                                            

                                            -

                                            

                                            

                                            

                                            17,205Costs and estimated earnings in excess

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            -of billings on uncompleted contracts

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            2,785Inventory, net

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            4,367Deferred tax asset

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            1,535Prepaid expenses and

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            

                                            -other current assets

                                            

                                            

                                            114

                                            

                                            

                                            

                                            (75

                                            )

                                            

                                            

                                            2,263Total Current Assets

                                            

                                            

                                            849

                                            

                                            

                                            

                                            (55

                                            )

                                            

                                            

                                            38,265Other AssetsProperty, plant & equipment, net

                                            

                                            

                                            424

                                            

                                            

                                            

                                            6,002

                                            

                                            

                                            

                                            10,749Accounts receivable - long term

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            865Goodwill

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            12,491Other intangible assets, net

                                            

                                            

                                            -

                                            

                                            

                                            

                                            -

                                            

                                            

                                            

                                            3,602Other long term assets

                                            

                                            

                                            103

                                            

                                            

                                            

                                            1

                                            

                                            

                                            

                                            140Total Other Assets

                                            

                                            

                                            527

                                            

                                            

                                            

                                            6,003

                                            

                                            

                                            

                                            27,847Total Assets

                                            

                                            $

                                            1,376

                                            

                                            

                                            $

                                            5,948

                                            

                                            

                                            $

                                            66,112





NOTE 22 – GOING CONCERN





The accompanying consolidated financials statements have been prepared assuming that the Company will continue as a going concern.  The Company had cash flow provided by operations of $1,250 for the nine months ended May 31, 2009. As described in Note 2, by selling the subsidiaries in four
            segments that overall have been underperforming and require a higher level of working capital investment, management believes they will be able to start generating positive cash flows immediately.  The conversion of the outstanding debt to preferred stock by the Company’s majority shareholder will also result in a significant decrease in the debt service requirements in 2009.  With the Company’s human capital and financial resources all focusing on
            the profitability of a segment that historically has generated operating income and strong cash flows from operations, management believes the Company will have adequate cash to fund anticipated needs through June 30, 2010.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


32





Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.





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 year ended August 31, 2008.  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





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.





33




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 15,000 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.  While services are still offered under
            certain subsidiaries, in November 2005 we began marketing the consolidated services of these subsidiaries under the Fortune Wireless name brand to promote our ‘turn-key’ service offerings whereby we assist with multiple areas of wireless infrastructure under integrated contracting arrangements.  Turn-key services include site acquisition, engineering, architecture and design, and construction/technical services.





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).





Kingston and Commercial Solutions are distributors for prominent national companies in the electronic, sound, security, and video markets.  Customers include businesses in the hospitality, healthcare, education, transportation and retail industries.  Product offerings include the latest technology in HDTV displays, including
            LCD’s and plasma televisions, sound systems, electronic locking devices, wire, cable and fiber optics, and intercom systems.  The Electronics Integration segment also includes mobile audio products for the RV and marine industry, as well as telecommunications products for commercial and residential applications.  Kingston was acquired in July 2002.  Commercial Solutions began operations in December 2003.





TTC provides a wide range of design, engineering and installation of residential, commercial, and retail audio and video systems including video-conferencing, digital signage, touch panel control systems, board-room, home-theater, surround sound audio and security and CCTV systems, as well as design, engineering and installation of structured
            cabling systems, digital satellite television and wireless and network high speed (broadband) internet.


34





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 August 31, 2008.  Since August 31, 2008, there have been no material changes to the Company’s critical accounting policies.





RESULTS OF OPERATIONS:  COMPARISON OF THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2009 AND 2008





Executive Overview of Financial Results





Results of operations for the three and nine-month periods ended May 31, 2009 and 2008 are as follows:





Revenue for the

                                    

                                    

                                    Operating income (loss) for the3-months ended May 31,

                                    

                                    

                                    3-months ended May 31,2009

                                    

                                    

                                    2008

                                    

                                    

                                    2009

                                    

                                    

                                    2008(Dollars in thousands)Business Solutions

                                    

                                    $

                                    15,393

                                    

                                    

                                    $

                                    20,286

                                    

                                    

                                    $

                                    320

                                    

                                    

                                    $

                                    (472

                                    )Wireless Infrastructure

                                    

                                    

                                    -

                                    

                                    

                                    

                                    2,913

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    (645

                                    )Transportation Infrastructure

                                    

                                    

                                    -

                                    

                                    

                                    

                                    10,581

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    418Ultraviolet Technologies

                                    

                                    

                                    -

                                    

                                    

                                    

                                    2,826

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    (39

                                    )Electronics Integration

                                    

                                    

                                    -

                                    

                                    

                                    

                                    3,592

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    (458

                                    )Holding Company

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    (2

                                    )

                                    

                                    

                                    (1,222

                                    )Variable Interest Entity

                                    

                                    

                                    -

                                    

                                    

                                    

                                    429

                                    

                                    

                                    

                                    -

                                    

                                    

                                    

                                    373Variable Interest Entity Elimination

                                    

                                    

                                    -

                                    

                                    

                                    

                                    (427

                                    )

                                    

                                    

                                    -

                                    

                                    

                                    

                                    -Segment Totals

                                    

                                    $

                                    15,393

                                    

                                    

                                    $

                                    40,200

                                    

                                    

                                    $

                                    318

                                    

                                    

                                    $

                                    (2,045

                                    )Net Income (Loss) Available to Common Shareholders

                                    

                                    

                                    

                                    

                                    

                                    

                                    

                                    

                                    

                                    $

                                    10

                                    

                                    

                                    $

                                    (3,080

                                    )





Revenue for the

                                        

                                        

                                        Operating income (loss) for the9-months ended May 31,

                                        

                                        

                                        9-months ended May 31,2009

                                        

                                        

                                        2008

                                        

                                        

                                        2009

                                        

                                        

                                        2008(Dollars in thousands)Business Solutions

                                        

                                        $

                                        48,562

                                        

                                        

                                        $

                                        62,913

                                        

                                        

                                        $

                                        681

                                        

                                        

                                        $

                                        (54

                                        )Wireless Infrastructure

                                        

                                        

                                        3,312

                                        

                                        

                                        

                                        12,693

                                        

                                        

                                        

                                        193

                                        

                                        

                                        

                                        (538

                                        )Transportation Infrastructure

                                        

                                        

                                        12,090

                                        

                                        

                                        

                                        32,208

                                        

                                        

                                        

                                        557

                                        

                                        

                                        

                                        711Ultraviolet Technologies

                                        

                                        

                                        2,771

                                        

                                        

                                        

                                        8,903

                                        

                                        

                                        

                                        (204

                                        )

                                        

                                        

                                        (104

                                        )Electronics Integration

                                        

                                        

                                        1,251

                                        

                                        

                                        

                                        9,161

                                        

                                        

                                        

                                        100

                                        

                                        

                                        

                                        (830

                                        )Holding Company

                                        

                                        

                                        -

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        (355

                                        )

                                        

                                        

                                        (2,704

                                        )Variable Interest Entity

                                        

                                        

                                        -

                                        

                                        

                                        

                                        1,283

                                        

                                        

                                        

                                        -

                                        

                                        

                                        

                                        1,113Variable Interest Entity Elimination

                                        

                                        

                                        -

                                        

                                        

                                        

                                        (1,278

                                        )

                                        

                                        

                                        -

                                        

                                        

                                        

                                        -Segment Totals

                                        

                                        $

                                        67,986

                                        

                                        

                                        $

                                        125,883

                                        

                                        

                                        $

                                        972

                                        

                                        

                                        $

                                        (2,406

                                        )Net Income (Loss) Available to Common Shareholders

                                        

                                        

                                        

                                        

                                        

                                        

                                        

                                        

                                        

                                        $

                                        69

                                        

                                        

                                        $

                                        (5,909

                                        )





Net income available to common stock shareholders was $0.01 million or $0.00 per diluted share on revenue of $15.4 million for the three month period ended May 31, 2009 compared with net loss available to common stock shareholders of ($3.1) million or ($0.27) per diluted share on revenue of $40.2 million for the three month period ended May 31,
            2008.  This represents a 62% decrease in revenue and a 100% percent increase in net income.





Net income available to common stock shareholders was $0.07 million or $0.00 per diluted share on revenue of $68.0 million for the nine month period ended May 31, 2009 compared with net loss available to common stock shareholders of ($5.9) million or ($0.52) per diluted share on revenue of $125.9 million for the nine month period ended May 31,
            2008.  This represents a 46% decrease in revenue and a 101% percent increase in net income.


35





The following factor primarily contributed to the decrease in revenue for the three-month period ended May 31, 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 and bonus programs due to the overall downturn in economic conditions.


·

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





The following factors primarily contributed to the decrease in revenue for the nine-month period ended May 31, 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 and bonus programs due to the overall downturn in economic conditions.


·

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





The following factors primarily contributed to the increase in segment operating income for the three-month period ended May 31, 2009:





·

                    Increases in the Business Solutions are due to implementing a more efficient tracking system for the benefit plans, decreasing claims related to workers’ compensation plans, and an increase in the SUTA rates passed onto clients.


·

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





The following factors primarily contributed to the increase in segment operating income for the nine-month period ended May 31, 2009:





·

                    Increases in the Business Solutions are due to implementing a more efficient tracking system for the benefit plans offset by an increase in health claims.


·

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





Results by segment are described in further detail as follows:





Business Solutions





Business Solutions segment operating results for three and nine-month period ended May 31, 2009 and 2008 are as follows:





Three Month Period Ended

                                                                

                                                                

                                                                Nine Month Period EndedMay 31, 2009

                                                                

                                                                

                                                                May 31, 2008

                                                                

                                                                

                                                                May 31, 2009

                                                                

                                                                

                                                                May 31, 2008(Dollars in thousands)Revenues

                                                                

                                                                $

                                                                15,393

                                                                

                                                                

                                                                

                                                                100

                                                                %

                                                                

                                                                $

                                                                20,286

                                                                

                                                                

                                                                

                                                                100

                                                                %

                                                                

                                                                $

                                                                48,562

                                                                

                                                                

                                                                

                                                                100

                                                                %

                                                                

                                                                $

                                                                62,913

                                                                

                                                                

                                                                

                                                                100

                                                                %Cost of revenues

                                                                

                                                                

                                                                12,300

                                                                

                                                                

                                                                

                                                                79.9

                                                                %

                                                                

                                                                

                                                                16,572

                                                                

                                                                

                                                                

                                                                81.7

                                                                %

                                                                

                                                                

                                                                38,759

                                                                

                                                                

                                                                

                                                                79.8

                                                                %

                                                                

                                                                

                                                                51,415

                                                                

                                                                

                                                                

                                                                81.7

                                                                %Gross profit

                                                                

                                                                

                                                                3,093

                                                                

                                                                

                                                                

                                                                20.1

                                                                %

                                                                

                                                                

                                                                3,714

                                                                

                                                                

                                                                

                                                                18.3

                                                                %

                                                                

                                                                

                                                                9,803

                                                                

                                                                

                                                                

                                                                20.2

                                                                %

                                                                

                                                                

                                                                11,498

                                                                

                                                                

                                                                

                                                                18.3

                                                                %Operating expensesSelling, general and administrative

                                                                

                                                                

                                                                2,613

                                                                

                                                                

                                                                

                                                                17.0

                                                                %

                                                                

                                                                

                                                                3,827

                                                                

                                                                

                                                                

                                                                18.9

                                                                %

                                                                

                                                                

                                                                8,627

                                                                

                                                                

                                                                

                                                                17.8

                                                                %

                                                                

                                                                

                                                                10,486

                                                                

                                                                

                                                                

                                                                16.7

                                                                %Depreciation and amortization

                                                                

                                                                

                                                                160

                                                                

                                                                

                                                                

                                                                1.0

                                                                %

                                                                

                                                                

                                                                359

                                                                

                                                                

                                                                

                                                                1.8

                                                                %

                                                                

                                                                

                                                                495

                                                                

                                                                

                                                                

                                                                1.0

                                                                %

                                                                

                                                                

                                                                1,066

                                                                

                                                                

                                                                

                                                                1.7

                                                                %Total operating expenses

                                                                

                                                                

                                                                2,773

                                                                

                                                                

                                                                

                                                                18.0

                                                                %

                                                                

                                                                

                                                                4,186

                                                                

                                                                

                                                                

                                                                20.6

                                                                %

                                                                

                                                                

                                                                9,122

                                                                

                                                                

                                                                

                                                                18.8

                                                                %

                                                                

                                                                

                                                                11,552

                                                                

                                                                

                                                                

                                                                18.4

                                                                %Segment operating income (loss)

                                                                

                                                                $

                                                                320

                                                                

                                                                

                                                                

                                                                2.1

                                                                %

                                                                

                                                                $

                                                                (472

                                                                )

                                                                

                                                                

                                                                -2.3

                                                                %

                                                                

                                                                $

                                                                681

                                                                

                                                                

                                                                

                                                                1.4

                                                                %

                                                                

                                                                $

                                                                (54

                                                                )

                                                                

                                                                

                                                                -0.1

                                                                %





Revenue





Revenue for the three-month period ended May 31, 2009 was $15.4 million, compared to $20.3 million for the three-month period ended May 31, 2008, a decrease of $4.9 million or 24%.   Revenue decreased primarily due to attrition of customers and the impact of the economic slowdown on our customers.





Revenue for the nine-month period ended May 31, 2009 was $48.6 million, compared to $62.9 million for the nine-month period ended May 31, 2008, a decrease of $14.4 million or 23%.  Revenue decreased primarily due to attrition of customers and the impact of the economic slowdown on our customers.


36





Gross Profit





Gross profit for the three-month period ended May 31, 2009 was $3.1 million, representing 20% of revenue, compared to $3.7 million, representing 18% of revenue for the three month period ended May 31, 2008, a decrease of $0.6 million or 17%.  Gross profit as a dollar amount decreased due to the reduction in revenue.  Gross
            profit as a percentage of revenue increased due to implementing a more efficient tracking system for the benefit plans.





Gross profit for the nine-month period ended May 31, 2009 was $9.8 million, representing 20% of revenue, compared to $11.5 million, representing 18% of revenue for the nine month period ended May 31, 2008, a decrease of $1.7 million or 15%.  Gross profit as a dollar amount decreased due to the reduction in revenue.  Gross
            profit as a percentage of revenue increased due to a decrease in claims related to the workers’ compensation plan and implementing a more efficient tracking system for the benefit plans.





Operating Income





Operating income for the three-month period, ended May 31, 2009 was $0.3 million, compared to an operating loss of  ($0.5) million for the three-month period ended May 31, 2008, an increase of 0.8 million or 168%.  Operating income increased due to personnel reductions during the three months ending May 31, 2009.





Operating income for the nine-month period, ended May 31, 2009 was $0.7 million, compared to $0.1 million for the nine-month period ended May 31, 2008, an increase of $0.7 million or 1,361%.  Operating income increased due to personnel reductions.





Wireless Infrastructure





Wireless Infrastructure segment operating results for the three-and nine month period ended May 31, 2009 and, 2008 are as follows:





Three Month Period Ended

                                        

                                        

                                        Nine Month Period EndedMay 31, 2009

                                        

                                        

                                        May 31, 2008

                                        

                                        

                                        May 31, 2009

                                        

                                        

                                        May 31, 2008(Dollars in thousands)Revenues

                                        

                                        $

                                        -

                                        

                                        

                                        

                                        0

                                        %

                                        

                                        $

                                        2,913

                                        

                                        

                                        

                                        100

                                        %

                                        

                                        $

                                        3,312

                                        

                                        

                                        

                                        100

                                        %

                                        

                                        $

                                        12,693

                                        

                                        

                                        

                                        100

                                        %Cost of revenues

                                        

                                        

                                        -

                                        

                                        

                                        

                                        0.0

                                        %

                                        

                                        

                                        2,417

                                        

                                        

                                        

                                        83.0

                                        %

                                        

                                        

                                        2,458

                                        

                                        

                                        

                                        74.2

                                        %

                                        

                                        

                                        9,816

                                        

                                        

                                        

                                        77.3

                                        %Gross profit

                                        

                                        

                                        -

                                        

                                        

                                        

                                        0.0

                                        %

                                        

                                        

                                        496

                                        

                                        

                                        

                                        17.0

                                        %

                                        

                                        

                                        854

                                        

                                        

                                        

                                        25.8

                                        %

                                        

                                        

                                        2,877

                                        

                                        

                                        

                                        22.7

                                        %Operating expensesSelling, general and administrative

                                        

                                        

                                        -

                                        

                                        

                                        

                                        0.0

                                        %

                                        

                                        

                                        1,103

                                        

                                        

                                        

                                        37.9

                                        %

                                        

                                        

                                        650

                                        

                                        

                                        

                                        19.6

                                        %

                                        

                                        

                                        3,295

                                        

                                        

                                        

                                        26.0

                                        %Depreciation and amortization

                                        

                                        

                                        -

                                        

                                        

                                        

                                        0.0

                                        %

                                        

                                        

                                        38

                                        

                                        

                                        

                                        1.3

                                        %

                                        

                                        

                                        11

                                        

                                        

                                        

                                        0.3

                                        %

                                        

                                        

                                        120

                                        

                                        

                                        

                                        0.9

                                        %Total operating expenses

                                        

                                        

                                        -

                                        

                                        

                                        

                                        0.0

                                        %

                                        

                                        

                                        1,141

                                        

                                        

                                        

                                        39.2

                                        %

                                        

                                        

                                        661

                                        

                                        

                                        

                                        20.0

                                        %

                                        

                                        

                                        3,415

                                        

                                        

                                        

                                        26.9

                                        %Segment operating loss

                                        

                                        $

                                        -

                                        

                                        

                                        

                                        0.0

                                        %

                                        

                                        $

                                        (645

                                        )

                                        

                                        

                                        -22.1

                                        %

                                        

                                        $

                                        193

                                        

                                        

                                        

                                        5.8

                                        %

                                        

                                        $

                                        (538

                                        )

                                        

                                        

                                        -4.2

                                        %





Revenue





Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment resulting in the decrease in revenues for the three and nine month periods ending May 31, 2009.





Gross Profit





Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment resulting in the decrease in gross profit for the three and nine month periods ending May 31, 2009.





Operating Income





Effective November 30, 2008, the Company sold its subsidiaries operating in the Wireless Infrastructure segment resulting in the increase in operating income for the three and nine month periods ending May 31, 2009.





Transportation Infrastructure





Transportation Infrastructure segment operating results for the three and nine month period ended May 31, 2009 and 2008 are as follows:


37





Three Month Period Ended

                            

                            

                            Nine Month Period EndedMay 31, 2009

                            

                            

                            May 31, 2008

                            

                            

                            May 31, 2009

                            

                            

                            May 31, 2008(Dollars in thousands)Revenues

                            

                            $

                            -

                            

                            

                            

                            0

                            %

                            

                            $

                            10,581

                            

                            

                            

                            100

                            %

                            

                            $

                            12,090

                            

                            

                            

                            100

                            %

                            

                            $

                            32,208

                            

                            

                            

                            100

                            %Cost of revenues

                            

                            

                            -

                            

                            

                            

                            0.0

                            %

                            

                            

                            9,282

                            

                            

                            

                            87.7

                            %

                            

                            

                            10,747

                            

                            

                            

                            88.9

                            %

                            

                            

                            28,768

                            

                            

                            

                            89.3

                            %Gross profit

                            

                            

                            -

                            

                            

                            

                            0.0

                            %

                            

                            

                            1,299

                            

                            

                            

                            12.3

                            %

                            

                            

                            1,343

                            

                            

                            

                            11.1

                            %

                            

                            

                            3,440

                            

                            

                            

                            10.7

                            %Operating expensesSelling, general and administrative

                            

                            

                            -

                            

                            

                            

                            0.0

                            %

                            

                            

                            873

                            

                            

                            

                            8.3

                            %

                            

                            

                            781

                            

                            

                            

                            6.5

                            %

                            

                            

                            2,712

                            

                            

                            

                            8.4

                            %Depreciation and amortization

                            

                            

                            -

                            

                            

                            

                            0.0

                            %

                            

                            

                            8

                            

                            

                            

                            0.1

                            %

                            

                            

                            5

                            

                            

                            

                            0.0

                            %

                            

                            

                            17

                            

                            

                            

                            0.1

                            %Total operating expenses

                            

                            

                            -

                            

                            

                            

                            0.0

                            %

                            

                            

                            881

                            

                            

                            

                            8.3

                            %

                            

                            

                            786

                            

                            

                            

                            6.5

                            %

                            

                            

                            2,729

                            

                            

                            

                            8.5

                            %Segment operating income

                            

                            $

                            -

                            

                            

                            

                            0.0

                            %

                            

                            $

                            418

                            

                            

                            

                            4.0

                            %

                            

                            $

                            557

                            

                            

                            

                            4.6

                            %

                            

                            $

                            711

                            

                            

                            

                            2.2

                            %





Revenue





Effective November 30, 2008, the Company sold its subsidiaries operating in the Transportation Infrastructure segment resulting in the decrease in revenues for the three and nine months ending May 31, 2009.





Gross Profit





Effective November 30, 2008, the Company sold its subsidiaries operating in the Transportation Infrastructure segment resulting in the decrease in gross profit for the three and nine months ending May 31, 2009.





Operating Income





Effective November 30, 2008, the Company sold its subsidiaries operating in the Transportation Infrastructure segment resulting in the increase in operating income for the three and nine months ending May 31, 2009.





Ultraviolet Technologies





Ultraviolet Technologies segment operating results for the three and nine-month period ended May 31, 2009 and 2008 are as follows:





Three Month Period Ended

                                                                                                    

                                                                                                    

                                                                                                    Nine Month Period EndedMay 31, 2009

                                                                                                    

                                                                                                    

                                                                                                    May 31, 2008

                                                                                                    

                                                                                                    

                                                                                                    May 31, 2009

                                                                                                    

                                                                                                    

                                                                                                    May 31, 2008(Dollars in thousands)Revenues

                                                                                                    

                                                                                                    $

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    2,826

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    100

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    2,771

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    100

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    8,903

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    100

                                                                                                    %Cost of revenues

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,594

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    56.4

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,596

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    57.6

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    5,097

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    57.3

                                                                                                    %Gross profit

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,232

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    43.6

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,175

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    42.4

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    3,806

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    42.7

                                                                                                    %Operating expensesSelling, general and administrative

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,185

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    41.9

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,320

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    47.6

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    3,671

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    41.2

                                                                                                    %Depreciation and amortization

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    86

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    3.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    59

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    2.1

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    239

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    2.7

                                                                                                    %Total operating expenses

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,271

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    45.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,379

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    49.8

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    3,910

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    43.9

                                                                                                    %Segment operating loss

                                                                                                    

                                                                                                    $

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    (39

                                                                                                    )

                                                                                                    

                                                                                                    

                                                                                                    -1.4

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    (204

                                                                                                    )

                                                                                                    

                                                                                                    

                                                                                                    -7.4

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    (104

                                                                                                    )

                                                                                                    

                                                                                                    

                                                                                                    -1.2

                                                                                                    %





Revenue





Effective November 30, 2008, the Company sold its subsidiaries operating in the Ultraviolet Technologies segment resulting in the decrease in revenues for the three and nine months ending May 31, 2009.





Gross Profit





Effective November 30, 2008, the Company sold its subsidiaries operating in the Ultraviolet Technologies segment resulting in the decrease in gross profit for the three and nine months ending May 31, 2009.




38




Operating Income





Effective November 30, 2008, the Company sold its subsidiaries operating in the Ultraviolet Technologies segment resulting in the decrease in operating income for the three and nine months ending May 31, 2009.





Electronics Integration





Electronics Integration segment operating results for the three and nine month period ended May 31, 2009 and 2008 are as follows:





Three Month Period Ended

                                                                                                    

                                                                                                    

                                                                                                    Nine Month Period EndedMay 31, 2009

                                                                                                    

                                                                                                    

                                                                                                    May 31, 2008

                                                                                                    

                                                                                                    

                                                                                                    May 31, 2009

                                                                                                    

                                                                                                    

                                                                                                    May 31, 2008(Dollars in thousands)Revenues

                                                                                                    

                                                                                                    $

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    3,592

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    100

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    1,251

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    100

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    9,161

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    100

                                                                                                    %Cost of revenues

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    3,387

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    94.3

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    912

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    72.9

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    8,402

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    91.7

                                                                                                    %Gross profit

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    205

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    5.7

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    339

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    27.1

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    759

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    8.3

                                                                                                    %Operating expensesSelling, general and administrative

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    652

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    18.2

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    238

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    19.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,553

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    17.0

                                                                                                    %Depreciation and amortization

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    11

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.3

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.1

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    36

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.4

                                                                                                    %Total operating expenses

                                                                                                    

                                                                                                    

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    663

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    18.5

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    239

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    19.1

                                                                                                    %

                                                                                                    

                                                                                                    

                                                                                                    1,589

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    17.3

                                                                                                    %Segment operating loss

                                                                                                    

                                                                                                    $

                                                                                                    -

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    0.0

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    (458

                                                                                                    )

                                                                                                    

                                                                                                    

                                                                                                    -12.8

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    100

                                                                                                    

                                                                                                    

                                                                                                    

                                                                                                    8.0

                                                                                                    %

                                                                                                    

                                                                                                    $

                                                                                                    (830

                                                                                                    )

                                                                                                    

                                                                                                    

                                                                                                    -9.1

                                                                                                    %





Revenue





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 resulting in the decrease in revenues for the three and nine month periods ending May 31, 2009.





Gross Profit





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 resulting in the decrease in gross profit for the three and nine month periods ending May 31, 2009.





Operating Income





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 resulting in the increase in operating income for the three and nine month periods ending May 31, 2009.





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 May 31, 2009 were $0.002 million, compared to $1.2
            million for the three-month period ended May 31, 2008, a decrease of $1.2 million or 100%.  Operating expense decreased as a result of selling our subsidiaries within our Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Technologies and Electronics Integration divisions.





Operating expenses for the nine-month period ended May 31, 2009 were $0.4 million, compared to $2.7 million for the nine-month period ended May 31, 2008, a decrease of $2.3 million or 85%.  Operating expense decreased as a result of selling our subsidiaries within our Wireless Infrastructure, Transportation Infrastructure, Ultraviolet
            Technologies and Electronics Integrations divisions.





Interest Expense





Interest expense was $0.03 million for the three-month period ended May 31, 2009, compared to $0.6 million for the three-month period ended May 31, 2008, a decrease of $0.6 million or 95%.  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.


39





Interest expense was $0.1 million for the nine-month period ended May 31, 2009, compared to $2.4 million for the nine-month period ended May 31, 2008, a decrease of $2.2 million or 95%.  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





The Company recorded a 100% valuation allowance on additions to deferred tax assets due to uncertainty regarding future profitability of the Company based on the last year’s loss.  In addition, management is required to estimate taxable income for future years by taxing jurisdictions and to consider this when making its judgment
            to determine whether or not to record a valuation allowance for part or all of a deferred tax asset.  A one percent change in the Company's overall statutory tax rate for 2009 would not have a material effect in the carrying value of the net deferred tax assets or liabilities.





Variable Interest Entity





Through November 30, 2008, the Company leased a total of five facilities from a consolidated variable interest entity, whose primary purpose is to own and lease these properties to the Company.  Effective November 30, 2008, the Company terminated its lease agreement for its corporate headquarters and sold its JH Drew and Nor-Cote
            subsidiaries which leased facilities from the variable interest entity; therefore, the Company is no longer required to consolidate the variable interest entity because the Company is no longer the primary beneficiary as defined by FIN 46R.  The VIE does not have any other significant assets.





For the three month period ended May 31, 2008, the consolidation of the VIE comprised of $0.429 million in rental income, offset by a $0.067 million charge to interest expense, a $0.048 million charge to depreciation expense, and $0.008 million in administrative and other miscellaneous expenses.





For the nine month period ended May 31, 2008, the consolidation of the VIE comprised of $1.283 million in rental income, offset by a $0.293 million charge to interest expense, a $0.144 million charge to depreciation expense, $0.047 loss on disposal of building, $0.025 million in administrative and other miscellaneous expenses.





As described in Note 3 of the accompanying consolidated financial statements, the termination of the lease and the sale of subsidiaries provided for a triggering event under FIN 46.  As a result, effective November 30, 2008 the Company is no longer considered the primary beneficiary of the variable interest entity and is not required to
            consolidate Fisbeck-Fortune Development as of this date.





LIQUIDITY AND CAPITAL RESOURCES





Our principal sources of liquidity include cash and equivalents and proceeds from debt borrowings.  We had cash and equivalents of $2.2 million at May 31, 2009 and $4.7 million at August 31, 2008.





We had working capital of ($0.6) million at May 31, 2009 compared with $3.7 million at August 31, 2008.  The decrease 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.





Total debt at May 31, 2009 was $0.3 million.  Total debt at August 31, 2008 was $45.4 million including a $3.4 million convertible term note, $3.6 million in bank debt, $32.0 million in debt to a related party, and $6.4 million in the variable interest entity’s debt.  Total unused borrowings under the line of credit were $2.8 million at
            August 31, 2008.  Total capital expenditures were approximately $0.1 million and $1.3 million for the nine-month period ended May 31, 2009 and May 31, 2008, respectively.  Sources of funds for these expenditures have primarily been from available cash flow.





Cash Flows





Cash flows provided by (used in) operations for the nine month period ended May 31, 2009 and 2008 were $1.3 million and ($1.0) million, respectively.  This increase in operating cash flows was due primarily to the disposition of assets.  Refer to Note 2 for further details.





Net cash flow used in investing activities was $0.1 million for the nine month period ended May 31, 2009 compared to $0.9 million for the nine month period ended May 31, 2008.  The decrease was primarily due to the fact that no major fixed assets were acquired during the nine month period ending May 31, 2009.





Net cash flow used in financing activities was $3.7 million for the nine month period ended May 31, 2009 compared to $4.9 million for the nine month period ended May 31, 2008.  The decrease was primarily the result of making our final balloon payment for the Laurus convertible debt.


40





CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS





The following table summarizes our contractual obligations as of May 31, 2009:





Payments due byContractual obligation

                                    

                                    Total

                                    

                                    

                                    Less than 1

                                        year

                                    

                                    

                                    1-2 years

                                    

                                    

                                    3-5 years

                                    

                                    

                                    More than 5

                                        yearsDebt and capital lease obligations

                                    

                                    $

                                    288

                                    

                                    

                                    $

                                    275

                                    

                                    

                                    $

                                    13

                                    

                                    

                                    $

                                    -

                                    

                                    

                                    $

                                    -Operating lease (1)

                                    

                                    

                                    2,478

                                    

                                    

                                    

                                    718

                                    

                                    

                                    

                                    675

                                    

                                    

                                    

                                    1,085

                                    

                                    

                                    

                                    -Total

                                    

                                    $

                                    2,766

                                    

                                    

                                    $

                                    993

                                    

                                    

                                    $

                                    688

                                    

                                    

                                    $

                                    1,085

                                    

                                    

                                    $

                                    -





(1)

                    Operating leases represent the total future minimum lease payments.





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 17, the option agreements provide for put/call options on the Company’s common stock held by the sellers of the acquired companies.





Through November 30, 2008, we leased a total of five facilities from a VIE as described earlier in this filing.  The VIE’s primary purpose is to own and lease these properties to the Company. The VIE does not have any other significant assets.  Effective November 30, 2008, the Company terminated its lease agreement for
            its corporate headquarters and sold its JH Drew and Nor-Cote subsidiaries which leased facilities from the variable interest entity; therefore, the Company is no longer required to consolidate the variable interest entity because the Company is no longer the primary beneficiary as defined by FIN 46R.





Guarantees





A significant portion of our debt and 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. During the fiscal year ended August 31, 2008, the Board approved the payment of certain
            guarantee fees to the CEO.  The Company paid guarantee fees of $0.2 million for the nine months ending May 31, 2009.





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 May 31, 2009, we had approximately $3.3 million in restricted cash primarily to secure obligations under our PEO contracts in the Business Solutions segment.





Item 3.  Quantitative and Qualitative Disclosures about Market Risk





Cash and cash equivalents as of May 31, 2009 was $2.2 million and is primarily in subsidiary operating accounts.  A hypothetical 10% adverse change in the average interest rate on the Company’s investments would not have had a material effect on net income for the nine month period ended May 31, 2009.  We do not
            currently utilize any derivative financial instruments to hedge interest rate risks.





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Item 4.  Controls and Procedures





The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports the Company file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such
            information is accumulated and communicated to the Company’s management, including its CEO, CFO, and Chief Operating Officer (“COO”) as appropriate, to allow timely decisions regarding required disclosure.  The Company’s management, including the CEO, CFO, and COO, recognizes that, because the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and also is subject to other inherent
            limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving the desired objectives.





Under the supervision and with the participation of the Company’s management, including the Company’s CEO, CFO and COO the Company has evaluated the effectiveness of the Company’s disclosure controls and procedures as of May 31, 2009.  Based on this evaluation, the CEO, CFO, and COO have concluded that, for the reasons
            more fully set forth below, the Company’s disclosure controls and procedures were not effective on May 31, 2009 in providing reasonable assurance that information required to be disclosed in the reports the Company file pursuant to the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.





More specifically, the Company’s management has concluded that: (i) additional accounting personnel were needed at certain subsidiaries at May 31, 2009 to ensure that certain disclosure controls and procedures were operating effectively; (ii) greater segregation of duties was needed in the accounting functions; and (iii) certain procedures
            should be documented to ensure that personnel turnover does not result in a failure of those procedures.  The Company will continue to evaluate the need for additional staff at the parent and subsidiary levels, but given the size and location of the Company’s subsidiaries the Company believes it will continue to face challenges in attracting and retaining qualified personnel.  Additionally, the Company is also in the process of evaluating ways in which the
            impact of personnel turnover on the implementation of disclosure controls and procedures can be reduced.  Management continues to evaluate the effectiveness of this segregation and the need for additional enhancements, including, but not limited to, the addition of accounting personnel.





PART II—OTHER INFORMATION.





Item 1. Legal Proceedings.





The Company is not involved in any legal proceedings or claims that management believes will have a material adverse effect on the Company's business or financial condition.





Item 1A. Risk Factors





There have been no material changes with regard to the risk factors previously disclosed in our most recent Annual Report on Form 10-K.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





None





Item 3. Defaults upon Senior Securities.





None




Item 4. Submission of Matters to a Vote of Security Holders.





None





Item 5. Other Information.





None





Item 6. Exhibits





The following exhibits are included herein:





31.1

                    

                    Rule 15d-14(a) Certification of CEO31.2

                    

                    Rule 15d-14(a) Certification of CFO32.1

                    

                    Section 1350 Certification of CEO32.2

                    

                    Section 1350 Certification of CFO


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SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Fortune Industries, Inc.(Registrant)Date:  July 14, 2009

                        By: /s/ John F. FisbeckJohn F. Fisbeck,Chief Executive OfficerDate:  July 14, 2009

                        By: /s/ Randy E. ButlerRandy E. Butler,Chief Financial Officer


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