-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vlbb1eDbHEww8db7grFwe7d4U3bIiToeootwY/IhrUHFuA19cZ6aXrf6ldca/p91 CgHlxhF1SaZrAYZqH/BrfA== 0000950138-09-000543.txt : 20090825 0000950138-09-000543.hdr.sgml : 20090825 20090825171837 ACCESSION NUMBER: 0000950138-09-000543 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090825 DATE AS OF CHANGE: 20090825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cassera Robert CENTRAL INDEX KEY: 0001436522 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 160 BROADWAY, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AccountAbilities, Inc. CENTRAL INDEX KEY: 0000943110 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 113255619 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61437 FILM NUMBER: 091034609 BUSINESS ADDRESS: STREET 1: 195 ROUTE 9 SOUTH, SUITE 109 CITY: MANALAPAN STATE: NJ ZIP: 07726 BUSINESS PHONE: 732-333-3622 MAIL ADDRESS: STREET 1: 195 ROUTE 9 SOUTH, SUITE 109 CITY: MANALAPAN STATE: NJ ZIP: 07726 FORMER COMPANY: FORMER CONFORMED NAME: HUMANA TRANS SERVICES HOLDING CORP DATE OF NAME CHANGE: 20030815 FORMER COMPANY: FORMER CONFORMED NAME: STEAM CLEANING USA INC DATE OF NAME CHANGE: 20021030 FORMER COMPANY: FORMER CONFORMED NAME: TTI HOLDINGS OF AMERICA CORP DATE OF NAME CHANGE: 20010621 SC 13D/A 1 sc13da.htm SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Accountabilities, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00436A200

(CUSIP Number)

Kenneth L. Henderson, Esq.

Bryan Cave LLP

1290 Avenue of the Americas

New York, NY 10104

(212) 541-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 18, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Tri-State Employment Services, Inc. 75-3033600
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,274,767 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,274,767 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,274,767 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.6%
14	TYPE OF REPORTING PERSON* CO

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Robert Cassera
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,274,767 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,274,767 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,274,767 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.6%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) John P. Messina, Sr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 220,000 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 220,000 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Peter Ursino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 30,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 30,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Maria Ursino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 30,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 30,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Thomas Cassera
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 455,600 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 455,600 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,600 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) John Trippiedi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 12,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 12,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Yolanda Trippiedi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 12,000 shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 12,000 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05%
14	TYPE OF REPORTING PERSON* IN

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Jay H. Schecter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 20,000 shares of Common Stock
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 20,000 shares of Common Stock
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08%
14	TYPE OF REPORTING PERSON* IN

This statement constitutes Amendment No. 1 (“Amendment No. 1”) to the Statement on Schedule 13D filed with the Securities and Exchange Commission on March 16, 2009 (the “Schedule 13D”) jointly by Robert Cassera, an individual (“Cassera”), John P. Messina, Sr., an individual (“Messina”), Thomas Cassera, an individual (“TC”), Peter Ursino and his wife, Maria Ursino, individuals (collectively “Ursino”) and John Trippiedi and his wife, Yolanda Trippiedi, individuals (collectively “Trippiedi”) and Tri-State Employment Services, Inc., a Nevada corporation (“Tri-State”), in connection with the ownership of the shares of common stock, par value $0.0001 per share of Accountabilities, Inc., a Delaware corporation. In addition to the amended and supplemented information below, this Amendment No. 1 is being filed to include Jay H. Schecter (‘Schecter”). Each of Cassera, Messina, TC, Ursino, Trippiedi, Schecter and Tri-State are referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following:

The business address of Schecter is 160 Broadway, 15^th Floor, New York, New York 10038. The principal employment of Schecter is the Chief Executive Officer of the Company. In addition, he is an executive of Tri-State.

Schecter is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

As a director, Schecter was granted 20,000 shares of restricted Common Stock in January, 2008. The shares vest in three equal annual installments commencing in January 31, 2009.

The disclosure set forth in Item 5(c) below is incorporated into this Item 3 by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 23,677,018 shares of Common Stock outstanding as of April 24, 2009, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Form 10-Q for the quarter ended March 31, 2009. (1) Tri-State beneficially owns an aggregate of 11,274,767 shares of Common Stock, or 47.6% of the outstanding Common Stock of the Issuer. Cassera currently beneficially owns an aggregate of 11,274,767 shares of Common Stock, or 47.6% of the outstanding Common Stock of the Issuer, which includes the shares owned by Tri-State; (2) Messina beneficially owns an aggregate of 220,000 shares of Common Stock or 0.9% of the outstanding Common Stock of the Issuer; (3) TC beneficially owns an aggregate of 455,600 shares of Common Stock or 1.9% of the outstanding Common Stock of the Issuer; (4) Ursino beneficially owns an aggregate of 30,000 shares of Common Stock or 0.1% of the outstanding Common Stock of the Issuer; (5) Trippiedi beneficially owns an aggregate of 12,000 shares of Common Stock or 0.05% of the outstanding Common Stock of the Issuer; and (6) Schecter beneficially owns an aggregate of 20,000 shares of Common Stock or 0.08% of the outstanding Common Stock of the Issuer.

All of the foregoing represents an aggregate of 12,012,367 shares of Common Stock and as of the date hereof, 11,274,767 of such shares of Common Stock are owned of record by Tri-State, which is wholly owned by Cassera, 220,000 of such shares of Common Stock are owned of record by Messina, 455,600 of such shares of Common Stock are owned of record by TC, 30,000 of such shares of Common Stock are owned of record by Ursino, 20,000 shares of Common Stock are owned of record by Schecter, 8,000 of such shares of Common Stock are owned of record by Trippiedi and 4,000 of such shares of Common Stock are owned of record by two accounts of which Trippiedi is custodian created pursuant to the Uniform Gift to Minors Act (“UGMA”) for the benefit of Trippiedi’s two children. Cassera has the sole power to vote or direct the vote and sole power to dispose or to direct the

disposition of all of the shares of Common Stock held by Tri-State reported in this Schedule 13D by reason of his direct ownership and his control of Tri-State.

(b) Rows (7) through (10) of the cover pages to this Amendment No. 1 set forth (i) the number of shares of Common Stock as to which there is sole power to vote or direct the vote and/or to dispose or direct the disposition (including the number of shares of Common Stock as to which there is a right to acquire exercisable within 60 days) and (ii) the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition.

(c) The information below describes all transactions in the shares of Common Stock during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, by purchases from the Issuer or by private block purchases from existing shareholders.

Tri-State
Date of Transaction	Amount of Securities Involved	Price per Share
5/06/09	5,000	$0.17
5/12/09	20,000	$0.17
5/20/09	25,000	$0.16
5/20/09	5,000	$0.15
6/02/09	17,060	$0.18
6/03/09	7,940	$0.18
6/04/09	10,000	$0.17
6/05/09	10,000	$0.17
6/15/09	10,000	$0.19
6/16/09	5,000	$0.19
6/17/09	1,820	$0.19
6/18/09	8,180	$0.19
6/18/09	498,000	$0.1455
6/18/09	670,000	$0.1455

TC
Date of Transaction	Amount of Securities Involved	Price per Share
5/28/09	5,000	$0.18
5/29/09	5,000	$0.18
6/08/09	5,000	$0.18
6/09/09	5,000	$0.18
6/09/09	5,000	$0.18
6/10/09	5,000	$0.17
6/10/09	5,000	$0.17
6/10/09	5,000	$0.17
6/10/09	5,000	$0.17

Working capital of Tri-State was used to purchase the shares of Common Stock referred to in this Item 5(c). Personal funds of TC were used to purchase shares of Common Stock referred to in this Item 5(c).

Other than as described in this Item 5(c), none of the Reporting Persons has effected any transactions in the shares of Common Stock in the past sixty days.

(d) No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

On June 18, 2009, Tri-State entered into a Stock Purchase Agreement with Ronald Shapps, an individual (“Shapps”), pursuant to which Tri-State purchased 498,000 shares of Common Stock at $0.1455 per share. In addition, on June 18, 2009, Tri-State entered into a Stock Purchase Agreement with the Trust pursuant to which Tri-State purchased 670,000 shares of Common Stock at $0.1455 per share. The Stock Purchase Agreements referred to in this Item are filed as Exhibits 1 and 2 and are herein incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits.

1 – Joint Filing Agreement

2 – Stock Purchase Agreement dated as of June 18, 2009 by and between Shapps and Tri-State

3 - Stock Purchase Agreement dated as of June 18, 2009 by and between Shapps and Tri-State

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:

August 25, 2009

	TRI-STATE EMPLOYMENT SERVICES, INC.

	By:	/s/ Robert Cassera
		Name: Robert Cassera
		Title: President


		/s/ Robert Cassera
		Robert Cassera


		/s/ John P. Messina, Sr.
		John P. Messina, Sr.


		/s/ Thomas Cassera
		Thomas Cassera


		/s/ Peter Ursino
		Peter Ursino


		/s/ Maria Ursino
		Maria Ursino


		/s/ John Trippiedi
		John Trippiedi


		/s/ Yolanda Trippiedi
		Yolanda Trippiedi


		/s/ Jay H. Schecter
		Jay H. Schecter

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to 12,012,367 shares of Common Stock of Accountabilities, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on August 25, 2009

	TRI-STATE EMPLOYMENT SERVICES, INC.

	By:	/s/ Robert Cassera
		Name: Robert Cassera
		Title: President


		/s/ Robert Cassera
		Robert Cassera


		/s/ John P. Messina, Sr.
		John P. Messina, Sr.


		/s/ Thomas Cassera
		Thomas Cassera


		/s/ Peter Ursino
		Peter Ursino


		/s/ Maria Ursino
		Maria Ursino


		/s/ John Trippiedi
		John Trippiedi


		/s/ Yolanda Trippiedi
		Yolanda Trippiedi


		/s/ Jay H. Schecter
		Jay H. Schecter

EX-2 2 ex2.htm

Exhibit 2

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 18, 2009 by and between Ronald Shapps, residing at 75 Montebello Road, Suffern NY 10956, (the “Seller”) and Tri-State Employment Services, Inc., a Nevada corporation (the “Buyer”).

RECITALS

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer all of his share of Common Stock, $.01 per value of Accountabilities, Inc. (the “Company”), an aggregate 498,000 shares (the “Shares”) of the Company’s Common Stock, $.01 par value (the “Common Stock”).

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

SALE AND PURCHASE OF COMMON STOCK

1.1 Sale and Purchase of Common Stock. Upon the terms and subject to the conditions set forth herein, the Seller hereby sells to the Buyer, and the Buyer hereby purchases from the Seller the 498,000 of Shares for a cash purchase price (the “Purchase Price”) per Share equal to $.1455 ($72, 459.00 in the aggregate) which sum shall be paid on or before June 18, 2009. Notwithstanding the foregoing payment date for the Shares, contemporaneous with the execution of this Agreement, Seller shall deliver to the Buyer certificates representing the number of Shares being sold by such Seller duly endorsed for transfer to the Buyer or accompanied by a stock power duly executed in blank, as well as certain Stock Purchase Agreement of even date, by and between Ronald Shapps, as the Trustee for Ronald Shapps and the Buyer for the purchase and sale of 670,000 shares of Common Stock.

ARTICLE II.

REPRESENTATIONS WARRANTIES AND COVENANTS OF THE SELLER

The Seller represents, warrants and covenants to the Buyer as follows:

2.1 The Seller is an individual.

2.2 Power and Authority. The Seller has the power and authority to enter into this Agreement, sell the Shares being sold by such Seller to the Buyer pursuant to this Agreement and carry out and perform such Seller’s obligations under the terms of this Agreement. The Shares represent all shares of the Company’s Common Stock, $.01 per value owned by Seller.

2.3 Title. The Seller has good and marketable title to the Shares being sold by it pursuant to this Agreement and all of such Shares are validly issued, fully paid and nonassessable and are being transferred to the Buyer by Seller free of all liens, charges, claims and encumbrances and Seller has not or is not entitled to receive any warrants or options nor does he have any preemptive rights or similar agreements with the Company.

2.4 Authorization. All action on the part of such Seller necessary for the authorization, execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated herein has been taken. This Agreement is a valid and binding agreement of such Seller, enforceable in accordance with its terms. The execution, delivery and performance by such Seller of this Agreement and compliance herewith and the sale of the Shares will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, any provision of law to which Seller is subject, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which such Seller is a party or by which such Seller.

2.5 Consents. No consent, approval, qualification, order or authorization of, or filing with, any governmental or regulatory authority is required in connection with the valid execution, delivery or performance of this Agreement by Seller, the offer or sale of the Shares by the Seller, or the consummation of any other transaction contemplated on the part of Seller hereby.

2.6 Sophistication. Seller is a sophisticated seller and with respect to the Shares, has adequate information concerning the business and financial condition of the issuer of such Shares to make an informed decision regarding the Shares, and has independently, without reliance upon the Buyer and based on such information as it deemed appropriate, made its own analysis and decision to enter into this Agreement and Seller acknowledges and agrees that Buyer may possess material information with respect to the issuer of such Shares not known to the Seller or otherwise publicly available which may be material to a decision to buy or sell the Shares (the “Nonpublic Information”), that Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Nonpublic Information, and that Buyer shall not have any liability to Seller to the extent such liability arises from, is caused by or relates to the nondisclosure of the Nonpublic Information and Seller hereby releases Buyer therefrom with respect to such nondisclosures.

2.7 Other Representations. Seller acknowledges that Buyer has not made nor does Buyer make any representation or warranty, whether express or implied, except as expressly set forth in this Agreement. Seller hereby disclaims any representation or warranty except for the representation and warranties contained in this Agreement. Seller acknowledges and agrees that (i) Seller has not relied on any representation or warranty from Buyer or any other person in determining to enter into this Agreement, except for the representations and warranties set forth in this Agreement, (ii) any such reliance by Seller would be unreasonable and (iii) no action may be brought by or on behalf of Seller or any other person against Buyer or its employees, agents, principals, or representatives

based on representations and warranties of Buyer, other than the representation and warranties contained in this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to each of the Seller as follows:

3.1 Corporate Power. The Buyer has the requisite corporate power and authority to enter into this Agreement and the requisite corporate power and authority to purchase the Shares and to carry out and perform its obligations under this Agreement.

3.2 Investment. The Buyer is acquiring the Shares for investment for its own account (or for the account of one of its Subsidiaries) and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Shares have not been and, subject to the terms of this Agreement, will not be registered under the Securities Act by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of its investment intent as express herein.

3.3 Accredited Buyer Status. The Buyer is an “accredited Buyer” as that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended.

3.4 Limitations on Disposition. The Buyer acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available and, the Company has no obligation to register the Shares or make available an exemption from registration. The Buyer has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. The Buyer consents to affixing on certificates representing the Shares the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR OR SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

compliance herewith will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, any provision of law to which the Buyer is subject, the Buyer’s Articles of Incorporation, or any mortgage, indenture, agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which the Buyer or any predecessor thereof is a party or by which it is bound.

ARTICLE IV.

MISCELLANEOUS

4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware.

4.2 Survival. The representations, warranties, covenants and agreements made herein shall for one year after the date hereof.

4.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

4.4 Entire Agreement; Amendment; Waiver. This Agreement (including the Schedules and Annexes hereto) and the other documents delivered pursuant hereto and the confidentiality agreement referred to in Section 10.9(a) constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any terms hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and the Buyer.

4.5 Separability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4.6 Agent’s Fees.

(a) Seller hereby agrees to indemnify and to hold the Buyer harmless of and from any liability for commission or compensation in the nature of an agent’s fee to any broker or other Person or firm (and the costs and expenses of defending against such liability or asserted liability) arising from any act by Seller or any of Seller’s representatives in connection with the transactions contemplated by this Agreement.

(b) The Buyer hereby agrees to indemnify and to hold Seller harmless from any liability for any commission or compensation in the nature of an agent’s fee or other Person or firm (and the costs and expenses of defending against such liability or asserted liability) arising from any act by the Buyer or any of its employees or representatives in connection with the transactions contemplated by this Agreement.

4.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

4.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

	/s/ Ronald I. Shapps
	Ronald I. Shapps

	TRI-STATE EMPLOYMENT SERVICES, INC.

	By:	/s/ Robert Cassera
	Name:	Robert Cassera
	Title:	President

EX-3 3 ex3.htm

Exhibit 3

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 18, 2009 by and between Ronald Shapps, as Trustee for Ronald Shapps residing at 75 Montebello Road, Suffern NY 10956, (the “Seller”) and Tri-State Employment Services, Inc., a Nevada corporation (the “Buyer”).

RECITALS

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer all of his share of Common Stock, $.01 per value of Accountabilities, Inc. (the “Company”), an aggregate 670,000 shares (the “Shares”) of the Company’s Common Stock, $.01 par value (the “Common Stock”).

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

SALE AND PURCHASE OF COMMON STOCK

1.1 Sale and Purchase of Common Stock. Upon the terms and subject to the conditions set forth herein, the Seller hereby sells to the Buyer, and the Buyer hereby purchases from the Seller the 670,000 of Shares for a cash purchase price (the “Purchase Price”) per Share equal to $.1455 ($97,541.00 in the aggregate) which sum shall be paid on or before June 18, 2009. Notwithstanding the foregoing payment date for the Shares, contemporaneous with the execution of this Agreement, Seller shall deliver to the Buyer (or the Transfer Agent, as the case may be), all documents required to effectuate the transfer to Buyer of the Shares, as well as certain Stock Purchase Agreement of even date, by and between Ronald Shapps and the Buyer for the purchase and sale of 498,000 shares of Common Stock.

ARTICLE II.

REPRESENTATIONS WARRANTIES AND COVENANTS OF THE SELLER

The Seller, through and by its Trustee, represents, warrants and covenants to the Buyer as follows:

2.1 The Seller is a Trust.

and encumbrances and Seller has not or is not entitled to receive any warrants or options nor does he have any preemptive rights or similar agreements with the Company.

2.8 Seller’s Covenants as to Lost Certificate. Seller and Buyer both acknowledge that Seller has lost a stock certificate issued by the Company evidencing the shares. Seller covenants and agrees to cooperate with the Buyer and the Company’s Transfer Agent in taking all acts necessary, requested or appropriate, excluding deposit of a bond (which will be deposited by

Buyer,) but including, but not limited to executing any necessary documents, to ensure the immediate transfer to the Buyer of a certificate evidencing the Shares

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to each of the Seller as follows:

3.3 Accredited Buyer Status. The Buyer is an “accredited Buyer” as that term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended.

3.5 Authorization. All corporate action on the part of the Buyer necessary for the authorization, execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated herein has been taken. This Agreement is a valid and binding agreement of the Buyer, enforceable in accordance with its terms. The execution, delivery and performance by the Buyer of this Agreement and compliance herewith will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, any provision of law to which the Buyer is subject, the Buyer’s Articles of Incorporation, or any mortgage, indenture, agreement, instrument, judgment,

decree, order, rule or regulation or other restriction to which the Buyer or any predecessor thereof is a party or by which it is bound.

ARTICLE IV.

MISCELLANEOUS

4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware.

4.2 Survival. The representations, warranties, covenants and agreements made herein shall for one year after the date hereof.

4.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

4.6 Agent’s Fees.

(a) Seller hereby agrees to indemnify and to hold the Buyer harmless of and from any liability for commission or compensation in the nature of an agent’s fee to any broker or other Person or firm (and the costs and expenses of defending against such liability or asserted liability) arising from any act by Seller or any of Seller’s representatives (other than deposit of the bond referred to in Section 2.8 hereof) in connection with the transactions contemplated by this Agreement.

4.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

4.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

	TRUST f/b/o RONALD SHAPPS


	by	/s/ Ronald I. Shapps
		Ronald I. Shapps, Trustee



	TRI-STATE EMPLOYMENT SERVICES, INC.

	By:	/s/ John P. Messina, Sr.

	Name:	John P. Messina, Sr.

	Title:	Executive Vice President

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