x | QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Illinois
|
36-6097429 | |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
|
o |
Accelerated filer
|
o | |
Non-accelerated filer
|
o |
Smaller reporting company
|
x |
March 31
|
September 30
|
|||||||
2011
|
2010
|
|||||||
(In Thousands)
|
(unaudited)
|
|||||||
|
|
|
||||||
ASSETS
|
|
|||||||
Current assets:
|
|
|||||||
Cash and cash equivalents
|
$ | 599 | $ | 945 | ||||
Accounts receivable, less allowances
(March - 2011- $ 125; September - 2010 - $86)
|
4,017 | 1,419 | ||||||
Other
|
206 | 216 | ||||||
|
||||||||
Total current assets
|
4,822 | 2,580 | ||||||
Property and equipment, net
|
292 | 383 | ||||||
Goodwill
|
1,256 | 172 | ||||||
Intangible assets, net
|
3,519 | 259 | ||||||
|
||||||||
Total assets
|
$ | 9,889 | $ | 3,394 | ||||
|
||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 135 | $ | 107 | ||||
Accrued compensation
|
1,527 | 769 | ||||||
Short-Term Debt
|
1,266 | — | ||||||
Other
|
1,015 | 495 | ||||||
|
||||||||
Total current liabilities
|
3,943 | 1,371 | ||||||
|
||||||||
Long-term obligations
|
2,035 | 431 | ||||||
|
||||||||
Shareholders’ equity:
|
||||||||
Preferred stock; authorized - 100 shares;
issued and outstanding - none
|
— | — | ||||||
Common stock, no-par value; authorized -
50,000 shares; issued and outstanding –
20,449 shares in 2011 and 14,856 shares in 2010
|
9,696 | 7,287 | ||||||
Accumulated deficit
|
(5,785 | ) | (5,695 | ) | ||||
|
||||||||
Total shareholders’ equity
|
3,911 | 1,592 | ||||||
|
||||||||
Total liabilities and shareholders’ equity
|
$ | 9,889 | $ | 3,394 |
Three Months
|
Six Months
|
|||||||||||||||
Ended March 31
|
Ended March 31
|
|||||||||||||||
(In Thousands, Except Per Share Amounts)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
|
|
|
||||||||||||||
Net revenues:
|
|
|
||||||||||||||
Contract services
|
$ | 6,626 | 1,456 | 11,512 | 2,858 | |||||||||||
Placement services
|
990 | 572 | 1,913 | 1,142 | ||||||||||||
Management Services
|
288 | — | 450 | — | ||||||||||||
Net revenues
|
7,904 | 2,028 | 13,875 | 4,000 | ||||||||||||
Cost of contract services
|
5,803 | 1,059 | 9,918 | 2,055 | ||||||||||||
Selling, general and administrative expenses
|
2,025 | 1,660 | 3,760 | 3,207 | ||||||||||||
Amortization of intangible assets
|
155 | — | 249 | — | ||||||||||||
|
||||||||||||||||
Loss from operations
|
(79 | ) | (691 | ) | (52 | ) | (1,262 | ) | ||||||||
Other expense, net
|
(25 | ) | (9 | ) | (38 | ) | (27 | ) | ||||||||
|
||||||||||||||||
Net loss
|
$ | (104 | ) | (700 | ) | (90 | ) | (1,289 | ) | |||||||
|
||||||||||||||||
Average number of shares – basic and diluted
|
20,447 | 13,380 | 17,652 | 13,380 | ||||||||||||
Net loss per share - basic and diluted
|
$ | (.01 | ) | (.05 | ) | (.01 | ) | (.10 | ) |
Six Months
Ended March 31
|
||||||||
(In Thousands)
|
2011
|
2010
|
||||||
Operating activities:
|
|
|||||||
Net loss
|
$ | (90 | ) | $ | (1,289 | ) | ||
Adjustments to reconcile net loss to net cash
used in operating activities - Depreciation and amortization
|
345 | 100 | ||||||
Stock compensation expense
|
4 | 6 | ||||||
Expenses paid by principal stockholder
|
— | 46 | ||||||
Non-cash interest expense
|
18 | 19 | ||||||
Changes in assets and liabilities -
|
||||||||
Accounts receivable
|
(2,597 | ) | 174 | |||||
Accounts payable
|
28 | (137 | ) | |||||
Accrued compensation
|
758 | (126 | ) | |||||
Other current items, net
|
284 | (80 | ) | |||||
Long-term obligations
|
(90 | ) | (90 | ) | ||||
|
||||||||
Net cash used in operating activities
|
(1,616 | ) | (1,377 | ) | ||||
Investing activities:
|
||||||||
Acquisition of property and equipment
|
(1 | ) | — | |||||
Financing activities:
|
||||||||
Proceeds from short-term debt
|
1,266 | — | ||||||
Exercises of stock options
|
5 | |||||||
Net cash provided by financing activities
|
1,271 | — | ||||||
|
||||||||
Decrease in cash and cash equivalents
|
(346 | ) | (1,377 | ) | ||||
Cash and cash equivalents at beginning of period
|
945 | 2,810 | ||||||
|
||||||||
Cash and cash equivalents at end of period
|
$ | 599 | $ | 1,433 | ||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Interest Paid
|
$ | 25 | $ | — |
|
Six Months
|
|||||||
Ended March 31
|
||||||||
(In Thousands)
|
2011
|
2010
|
||||||
|
|
|
||||||
Common shares outstanding:
|
|
|
||||||
Number at beginning of period
|
14,856 | 13,380 | ||||||
Issuance of common stock for acquisition
|
5,581 | — | ||||||
Issuance of common stock for options
|
12 | — | ||||||
Number at end of period
|
20,449 | 13,380 | ||||||
|
||||||||
Common stock:
|
||||||||
Balance at beginning of period
|
$ | 7,287 | $ | 6,743 | ||||
Stock compensation expense
|
4 | 6 | ||||||
Issuance of common stock for options
|
5 | — | ||||||
Issuance of common stock for acquisition
|
2,400 | — | ||||||
Administrative compensation paid by principal stockholder
|
— | 46 | ||||||
|
||||||||
Balance at end of period
|
$ | 9,696 | $ | 6,795 | ||||
|
||||||||
Accumulated deficit:
|
||||||||
Balance at beginning of period
|
$ | (5,695 | ) | $ | (4,139 | ) | ||
Net loss
|
(90 | ) | (1,289 | ) | ||||
|
||||||||
Balance at end of period
|
$ | (5,785 | ) | $ | (5,428 | ) |
In Thousands
|
||||
Stock consideration
|
$ | 2,400 | ||
Earn-out consideration
|
2,198 | |||
Total consideration for acquisition
|
$ | 4,598 |
In Thousands
|
||||
Fixed assets
|
$ | 5 | ||
Intangible assets - management agreement
|
1,396 | |||
Intangible assets - customer relationships
|
2,113 | |||
Goodwill
|
1,084 | |||
Total fair value of assets acquired
|
$ | 4,598 |
In Thousands
|
||||
Fixed assets
|
$ | 2 | ||
Intangible assets - non-compete agreement
|
89 | |||
Intangible assets - customer relationships
|
223 | |||
Goodwill
|
173 | |||
Total fair value of assets acquired
|
$ | 487 |
|
Three Months Ended
March 31
|
Six Months Ended
March 31
|
||||||||||||||
(In thousands)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Net sales
|
$
|
7,904
|
$
|
5,933
|
$
|
14,466
|
$
|
11,688
|
||||||||
Net loss
|
$
|
(104
|
)
|
$
|
(568
|
)
|
$
|
(49
|
)
|
$
|
(1,186
|
)
|
||||
Basic and diluted loss per share
|
$
|
(.01
|
)
|
$
|
(.04
|
)
|
$
|
(.01
|
)
|
$
|
(.09
|
)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(In Thousands)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Placement Services
|
||||||||||||||||
Revenue
|
$ | 990 | $ | 572 | $ | 1,913 | $ | 1,142 | ||||||||
Operating loss
|
(108 | ) | (616 | ) | (260 | ) | (1,045 | ) | ||||||||
Depreciation & amortization
|
49 | 44 | 96 | 91 | ||||||||||||
Accounts receivable – Net
|
599 | 223 | 599 | 223 | ||||||||||||
Management Services
|
||||||||||||||||
Revenue
|
$ | 288 | $ | — | $ | 450 | $ | — | ||||||||
Fee Receivable
|
371 | — | 371 | — | ||||||||||||
Contract Services
|
||||||||||||||||
Agricultural Services Revenue
|
$ | 3,035 | $ | — | $ | 5,412 | $ | — | ||||||||
Professional Services Revenue
|
1,600 | 1,456 | 3,175 | 2,858 | ||||||||||||
Industrial Services Revenue
|
1,991 | — | 2,925 | — | ||||||||||||
Agricultural Services Gross Margin
|
4.4 | % | — | 4.2 | % | — | ||||||||||
Industrial Services Gross Margin
|
13.0 | % | — | 14.4 | % | — | ||||||||||
Professional Services Gross Margin
|
26.9 | % | 27.3 | % | 29.9 | % | 28.1 | % | ||||||||
Operating loss
|
$ | (171 | ) | $ | (84 | ) | $ | (155 | ) | $ | (244 | ) | ||||
Depreciation and amortization
|
164 | 6 | 249 | 9 | ||||||||||||
Accounts receivable - agricultural services
|
868 | — | 868 | — | ||||||||||||
Accounts receivable - industrial services
|
1,221 | — | 1,221 | — | ||||||||||||
Accounts receivable - professional services
|
897 | 641 | 897 | 641 | ||||||||||||
Consolidated
|
||||||||||||||||
Operating loss
|
(104 | ) | (700 | ) | (90 | ) | (1,289 | ) | ||||||||
Depreciation and amortization
|
$ | 203 | $ | 50 | $ | 345 | $ | 100 |
Three Months
Ended March 31
|
Six Months
Ended March 31
|
|||||||||||||||
(In Thousands)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Interest expense
|
$ | (25 | ) | $ | (9 | ) | $ | (38 | ) | $ | (19 | ) | ||||
Interest income
|
— | — | — | 3 | ||||||||||||
Loss on investments
|
— | — | — | (11 | ) | |||||||||||
Other expense, net
|
$ | (25 | ) | $ | (9 | ) | $ | (38 | ) | $ | (27 | ) |
|
March 31
|
September 30
|
||||||
(In Thousands)
|
2011
|
2010
|
||||||
|
|
|
||||||
Computer software
|
$ | 1,447 | $ | 1,447 | ||||
Office equipment, furniture and fixtures
|
1,874 | 1,886 | ||||||
|
||||||||
Total property and equipment, at cost
|
3,321 | 3,333 | ||||||
Accumulated depreciation and amortization
|
(3,029 | ) | (2,950 | ) | ||||
|
||||||||
Property and equipment, net
|
$ | 292 | $ | 383 |
(In Thousands)
|
Cost
|
Accumulated
Amortization
|
Net Book
Value
|
|||||||||
Non-Compete Agreement
|
$ | 89 | $ | 15 | $ | 74 | ||||||
Customer Relationships
|
2,336 | 152 | 2,184 | |||||||||
Management Agreement
|
1,396 | 135 | 1,261 | |||||||||
$ | 3,821 | $ | 302 | $ | 3,519 |
Six Months Ended March 31
|
||||||||
(In thousands)
|
2011
|
2010
|
||||||
Placement Services
|
$ | 1,913 | $ | 1,142 | ||||
Management Services
|
450 | — | ||||||
Professional Contract Services
|
3,175 | 2,858 | ||||||
Agricultural Contract Services
|
5,412 | — | ||||||
Industrial Contract Services
|
2,925 | — | ||||||
Consolidated Net Revenues
|
$ | 13,875 | $ | 4,000 |
|
●
|
Compensation in the operating divisions, which includes commissions earned by the Company’s employment consultants and branch managers on permanent and temporary placements. It also includes salaries, wages, unrecovered advances against commissions, payroll taxes and employee benefits associated with the management and operation of the Company’s staffing offices.
|
|
●
|
Administrative compensation, which includes salaries, wages, payroll taxes and employee benefits associated with general management and the operation of the finance, legal, human resources and information technology functions.
|
|
●
|
Occupancy costs, which includes office rent, depreciation and amortization, and other office operating expenses.
|
|
●
|
Recruitment advertising, which includes the cost of identifying job applicants.
|
|
●
|
Other selling, general and administrative expenses, which includes travel, bad debt expense, fees for outside professional services and other corporate-level expenses such as business insurance and taxes.
|
GENERAL EMPLOYMENT ENTERPRISES, INC. | ||||
(Registrant) | ||||
Date: May 16, 2011
|
By: /s/ James R. Harlan
|
|||
James R. Harlan
|
||||
Chief Financial Officer and Treasurer (Principal financial
and accounting officer and duly authorized officer)
|
Discount Fee Schedule
|
|
DAYS
|
INCREMENTAL RATE
|
0-60
|
.0%
|
61-90
|
.50%
|
Mail instructions:
|
||
Triad Personnel Services, Inc.
|
||
or BMPS, Inc.
|
||
PO Box 823424
|
||
Philadelphia, PA 19182-3424
|
||
Wire Instructions:
|
||
Wells Fargo Bank, N.A.
|
||
San Francisco, CA
|
||
For the account of
|
||
Wells Fargo/Wells Fargo Business Credit
|
||
Account #4121894000
|
||
ABA #121000248 for wires
|
||
ABA #121000248 for ACH transfers
|
||
For Further Credit (Triad Personnel Services, Inc.
|
||
or BMPS, Inc. as the case may be)
|
||
6.02(a)
strike through Customer’s remittance information on all invoices delivered to Account Debtors and note WFBC’s remittance information on all invoices.
|
|
6.02(b)
receive, open, read, and thereafter forward to Customer if appropriate all mail addressed to Customer (including any trade name of Customer) sent to WFBC’s address. Any payments received shall be processed in accordance with this Agreement.
|
|
6.02(c)
endorse the name of Customer or Customer’s trade name on any checks or other evidences of payment that may come into the possession of WFBC with respect to any Account, and on any other documents relating to any of the Accounts or to Collateral.
|
|
6.02(d)
in Customer’s name, or otherwise, demand, sue for, collect, and give releases for any and all monies due to or become due on any Account.
|
|
6.02(e)
compromise, prosecute, or defend any action, claim or proceeding as to any Account.
|
|
6.02(f)
In
the Event of Default, offer a trade discount to Customer’s Account Debtor exclusive of Customer’s normal business custom with any Account Debtor.
|
|
6.02(g)
initiate electronic debit or credit entries through the ACH system to Customer’s account or any other deposit account maintained by Customer wherever located.
|
|
6.02(h)
sign Customer’s name on any notice of assignment, financing statement, amendment to any financing statement and on any notices to Account Debtors.
|
|
6.02(i)
do any and all things necessary and proper to carry out the purposes intended by this Agreement.
|
By Mail:
|
||
Wells Fargo Business Credit
|
||
PO Box 823424
|
||
Philadelphia, PA 19182-3424
|
||
Wire Instructions:
|
||
Wells Fargo Bank, N.A.
|
||
San Francisco, CA
|
||
For the account of
|
||
Wells Fargo/Wells Fargo Business Credit
|
||
Account #4121894000
|
||
ABA #121000248 for wires
|
||
ABA #121000248 for ACH transfers
|
||
For Further Credit (Triad Personnel Services, Inc.
|
||
or BMPS, Inc. as the case may be)
|
||
6.07(a) Facility Fee and Monthly Monitoring Fee:
Customer shall pay a Facility Fee in the amount of one percent (1.00%) of the Facility Maximum due at each annual anniversary, including all renewals. Such Fees shall be fully earned on the date due and shall be non refundable in any event. For WFBC services hereunder, Customer shall pay and WFBC shall be entitled to receive a Monthly Monitoring Fee equal to $2,500.00 per month, which fee shall be due and payable on the first day of each month. WFBC shall charge such Facility Fee and Monthly Monitoring Fee to Triad Personnel Services, Inc.
|
6.07(b) Minimum Fee:
Customer shall pay a Minimum Fee per month during the Term (and any renewals hereof) in the amount calculated as follows: The difference, if any, between (i) the amount of the WFBC Discount that would be paid on average outstanding advances in the amount of $750,000.00 per month and (ii) the WFBC Discount paid on actual advances made that month to Customer and the fee or WFBC Discount, as the case may be, such Minimum Fee to be paid by the fifteenth (15
th
) day of the next calendar month. Such Fees shall be fully earned on the date due and shall be non refundable in any event. WFBC shall charge such Minimum Fee to Triad Personnel Services, Inc.
|
|
6.07(d) Early Termination Fee:
In the event of termination by Customer of this Agreement or repayment in full of the obligations owed by Customer to WFBC during the initial twelve (12) months of the Term, in addition to any unpaid facility fees and monthly monitoring fees and all other amounts due hereunder, the Customer shall pay to WFBC an early termination fee equal to two percent (2%) of the Facility Maximum. In the event of termination by Customer of this Agreement or repayment in full of the obligations owed by Customer to WFBC after the second year of the Term including during any renewal Terms, in addition to any unpaid facility fees and monthly monitoring fees and all other amounts due hereunder, the Customer shall pay to WFBC an early termination fee equal to one percent (1.0%) of the Facility Maximum.
|
7.01(a)
Customer shall fail to pay any indebtedness to WFBC when due or repurchase any Account when required hereunder.
|
|
7.01(b)
Customer shall breach any term, provision, promise, warranty, representation or covenant under this Agreement, or under any other agreements, contracts, between Customer and WFBC.
|
|
7.01(c)
The appointment of any receiver or trustee of all or a substantial portion of the assets of Customer.
|
|
7.01(d)
Customer shall become insolvent or unable to pay debts as they mature, or Customer shall voluntarily commence any Insolvency Proceeding affecting Customer.
|
7.01(e)
any involuntary Insolvency Proceeding shall be filed against Customer and is not dismissed within sixty (60) days.
|
|
7.01(f)
Any levies, attachment, executions, or similar process shall be issued against the Collateral.
|
|
7.01(g)
Any financial statements, profit and loss statements, or schedules, other statements or documents furnished by Customer to WFBC are false or incorrect in any material respect.
|
|
7.01(h)
Any documents submitted by Customer to WFBC for the purchase of an Account are fraudulent or erroneous, or if the Customer fails to submit any document required by WFBC under this Agreement for the purchase of that Account.
|
|
7.01(i)
Any Account Debtor shall assert a claim or offset of any kind against Customer or WFBC during any time period covered by this Agreement which may have a material adverse impact on payment of any Account.
|
|
7.01(j)
Any guarantor of Customer’s obligations hereunder is in default under the guaranty or if any guarantor withdraws or revokes the guaranty as to future sales of Accounts or otherwise.
|
8.01(a)
Accelerate and declare immediately due and payable, all indebtedness of Customer to WFBC, whether mature, contingent or otherwise, including without limitation (i) outstanding purchased Accounts, (ii) any unpaid Minimum Fees and (iii) all other fees, costs and expenses as required hereunder.
|
|
8.01(b)
Require the Customer to repurchase any and all Accounts, whether disputed or undisputed, and pay the Repurchase Price for those Accounts as provided herein, and, in the event the Repurchase Price is not promptly paid, WFBC may continue to collect such Accounts and charge a reasonable fee in connection with such collection activities in addition to any other fees or charges provided for herein.
|
|
8.01(c)
Cease purchasing any Account under this Agreement.
|
|
8.01(d)
Notify any Account Debtor and take possession of Collateral and collect any Account without judicial process.
|
|
8.01(e)
Settle any disputed Account directly with the Account Debtor without relieving Customer of its obligations with respect to such Account under this Agreement.
|
|
8.01(f)
Require Customer to assemble the Collateral and the records pertaining to Accounts and make them available to WFBC at a place designated by WFBC.
|
|
8.01(g)
Enter the premises of Customer and take possession of the Collateral and of the records pertaining to the Accounts and any other Collateral.
|
|
8.01(h)
Grant extensions, compromise claims and settle an Account for less than face value, all without prior notice to Customer.
|
|
8.01(i)
Use, in connection with any assembly or disposition of the Collateral, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by Customer.
|
|
8.01(j)
Initiate electronic credit or debit entries through the ACH system to and from Customer’s deposit account maintained by Customer wherever located.
|
|
8.01(k)
Hold Customer liable for any deficiency for any amounts due and owing to WFBC.
|
|
8.01(l)
Cease making reports or accountings to the Customer as otherwise required by this Agreement.
|
Triad Personnel Services, Inc.
|
|||
By:
|
|||
Salvatore J. Zizza, CEO
|
|||
Sworn and subscribed before me this
10
day of December 2010.
|
|||
NOTARY PUBLIC
|
|||
BMPS, Inc.
|
|||
By:
|
|||
Salvatore J. Zizza, CEO
|
|||
Sworn and subscribed before me this
10
day of December 2010.
|
|||
NOTARY PUBLIC
|
|||
General Employment Enterprises, Inc.
|
|||
By:
|
|||
Salvatore J. Zizza, CEO
|
|||
Sworn and subscribed before me this
10
day of December 2010.
|
|||
NOTARY PUBLIC
|
|||
Wells Fargo Bank, National Association
|
|||
14800 Quorum Drive #320
|
|||
Dallas, TX 75254-7073
|
|||
By:
|
|||
Julie K. Johnston, Vice President
|
Triad Personnel Services, Inc., BMPS, Inc. and General Employment Enterprises, Inc.
|
Account Purchase Agreement
|
December 2010
|
STATE OF TEXAS
|
)
|
COUNTY OF DALLAS
|
)
|
Julie K. Johnston, Vice President
|
[NOTARIAL SEAL]
|
||
Notary Public, State of
Texas
|
||
Print Name:
Shelly Scott
|
||
My Commission Expires:
|
Triad Personnel Services, Inc., BMPS, Inc. and General Employment Enterprises, Inc.
|
||
Account Purchase Agreement
|
||
December 2010
|
|
1.
|
I have reviewed this Form 10-Q quarterly report for the period ended March 31, 2011 of General Employment Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 16, 2011
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By:
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/s/ Salvatore J. Zizza
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Salvatore J. Zizza
|
||
Chief Executive Officer (Principal executive officer)
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1.
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I have reviewed this Form 10-Q quarterly report for the period ended March31, 2011 of General Employment Enterprises, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 16, 2011
|
By:
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/s/ James R. Harlan
|
James R. Harlan
|
||
Chief Financial Officer (Principal financial officer)
|
(1)
|
The Report fully complies with the requirements of Section a 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
|
Date: May 16, 2011
|
/s/ Salvatore J. Zizza
|
Salvatore J. Zizza
|
|
Chief Executive Officer (Principal executive officer)
|
(1)
|
The Report fully complies with the requirements of Section a 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
|
Date: May 16, 2011
|
/s/ James R. Harlan
|
James R. Harlan
|
|
Chief Financial Officer (Principal financial officer)
|