-----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, GfZgxmMRYZ7OfI8yvgbTTwcQyTcrMXowrvOfModmXKK+1QqV6d0Mn5eo3g7IaMtO Fz1cZTnG2YiA/CZkVsOtyQ== 0000950136-06-007860.txt : 20061204 0000950136-06-007860.hdr.sgml : 20061204 20060920154411 ACCESSION NUMBER: 0000950136-06-007860 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAMSTAFF INC CENTRAL INDEX KEY: 0000785557 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 221899798 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 300 ATRIUM DRIVE CITY: SOUTH PLAINFIELD STATE: NJ ZIP: 08873 BUSINESS PHONE: 7327481700 MAIL ADDRESS: STREET 1: 300 ATRIUM DRIVE CITY: SOUTH PLAINFIELD STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL SOLUTIONS INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm






                                                              September 20, 2006


Mr. Larry Spirgel
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
Washington, D.C.  20549


                                       Re:   TeamStaff, Inc.
                                             Form 10-K for the Fiscal Year ended
                                             September 30, 2005

                                             Form 10-Q for the Fiscal
                                             Quarters ended December 31,
                                             2005, March 31, 2006 And
                                             June 30, 2006

                                             File No.  0-18492



Dear Mr. Spirgel:

We are responding to your letter dated August 24, 2006 concerning your review of
our supplemental response letter of August 8, 2006 on the above filings. Please
be advised that we have been granted a ten (10) business day extension by Nicole
Holden, Staff Accountant, to respond to your letter. We offer the following in
response:

     1.   We agree that, in accordance with SFAS 141 paragraphs 37 and 39, the
          trademark of RS Staffing is an identifiable intangible asset not
          subject to amortization apart from goodwill. Although we believe the
          trade name has value in the government staffing segment, its value is
          approximately $370,000 based upon the historical spending on
          advertising and promotion limits. Due to the insignificance of the
          amount (.74% of total assets at September 30, 2005) we don't believe
          revising prior filings is material, and accordingly we will separate
          the trade name from goodwill in future filings in accordance with
          paragraphs 42 and 43 of SFAS 142 and will reclassify the items on the
          comparative balance sheet for the fiscal year ended September 30, 2005
          (the year in which the acquisition was made). Because of the
          profitability of RS Staffing and the continued indefinite life of the
          trade name, management determined that an impairment in value did not
          exist at September 30, 2005. Additionally, impairment testing of both
          the trade name and goodwill will be performed by an outside valuation
          firm for the fiscal year ended September 30, 2006.





     2.   We agree with your comment and will enhance our discussion in the MD&A
          of the factors used by management in determining the realizability of
          the deferred tax asset in future filings.

In connection with our responses to the comments made by the staff of the
Commission we acknowledge that:

          1.   we are responsible for the adequacy and accuracy of the
               disclosure in the filings;

          2.   staff comments or changes to disclosure in response to staff
               comments do not foreclose the Commission from taking any action
               with respect to the filings; and

          3.   we may not assert staff comments as a defense in any proceedings
               initiated by the Commission or any person under the federal
               security laws of the United States.

We believe that we have been responsive to your comments and questions. Please
contact me at 732-748-3202 with additional comments or questions.



                                 Very truly yours,

                                 TEAMSTAFF, INC.



                                 --------------------------
                                 Rick J. Filippelli
























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