SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2001 TEAMSTAFF, INC. (Exact name of Registrant as specified in charter) New Jersey 0-18492 22-1899798 (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification No.) 300 Atrium Drive, Somerset, N.J. 08873 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (732) 748-1700 (Former name or former address, if changed since last report.) N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As previously reported on Form 8-K filed with the Commission on September 7, 2001, TeamStaff, Inc.(the "Company") completed its previously announced transaction with BrightLane.com, Inc. As a result of a reverse subsidiary merger with a subsidiary of TeamStaff, BrightLane is now a wholly-owned subsidiary of TeamStaff. The transaction was effective on Friday, August 31, 2001. This Amendment to Form 8-K has been filed to include certain Financial Information in accordance with Form 8-K reflecting the acquisition of BrightLane.com, Inc. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a. Financial Statements of Businesses Acquired. Pursuant to Item 7 of Form 8-K, the following financial statements are filed herewith: 99.1 BrightLane.com, Inc. Financial Statements as of December 31, 1999 and 2000 and the Period May 7, 1999 (date of inception) through December 31, 1999, for the year ended December 31, 2000 and the period May 7, 1999 (date of inception) through December 31, 2000, together with Auditors' Report (previously filed as Appendix G to the proxy statement/prospectus filed with the Commission on August 3, 2001 included in the Registration Statement on Form S-4 Commission File No. 333-61730). 99.2 BrightLane.com, Inc. Unaudited Balance Sheet as of June 30, 2001 and Statements of Operations and Cash Flows for the six months ended June 30, 2000 and 2001. b. Pro Forma Financial information. 99.3 Pursuant to Item 7 of Form 8-K, the Company has annexed hereto the Unaudited Pro Forma financial information including the Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2001, the unaudited Pro Forma Consolidated Statements of Operations for the year and the nine months ended June 30, 2001 and the notes to the Unaudited Pro Forma Consolidated Financial Statements. 2
c. Exhibits. 23.1 Consent of DeLoitte & Touche, LLP, independent auditors of BrightLane.com, Inc. with respect to the fiscal years ended December 31, 1999 and 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Report on Form 8K to be signed on its behalf by the undersigned hereunto duly authorized. TEAMSTAFF, INC. By: /s/ Donald W. Kappauf -------------------------------- Donald W. Kappauf Chief Executive Officer By: /s/ Donald T. Kelly -------------------------------- Donald T. Kelly Chief Financial Officer Dated: November 1, 2001 3
Exhibit 99.2 BrightLane.com, Inc. (a Development Stage Company) Balance Sheets As of June 30, 2001 and December 31, 2000 Unaudited June 30, December 31, 2001 2000 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 12,857,321 $ 18,967,048 Accounts receivable 66,259 22,723 Related party receivables -- 3,829 Prepaids and other current assets 114,648 268,418 ------------ ------------ Total current assets 13,038,228 19,262,018 Property and equipment, net 1,058,513 1,392,432 Restricted funds 551,442 537,054 Goodwill 82,236 117,480 Investment in TeamStaff Preferred Stock 3,500,000 -- Intangibles and other assets 520,443 661,808 ------------ ------------ $ 18,750,861 $ 21,970,792 ============ ============ LIABILITIES Current liabilities: Accounts payable and accrued liabilities $ 365,882 $ 430,770 Capital lease obligations, current portion 17,252 19,892 Unearned revenue 98,333 59,167 ------------ ------------ Total current liabilities 481,467 509,829 Long-term debt Capital lease obligations 20,631 31,198 ------------ ------------ 502,098 541,027 STOCKHOLDERS' EQUITY Stockholders' equity: Preferred stock 40,157,180 38,281,180 Common stock 1,438,957 1,438,957 Accumulated deficit (23,347,374) (18,290,372) ------------ ------------ Total stockholders' equity 18,248,763 21,429,765 ------------ ------------ $ 18,750,861 $ 21,970,792 ============ ============ The accompanying notes to financial statements are an integral part of these financial statements
BrightLane.com, Inc. Statements of Operations For the Six Month Periods Ended June 30, 2001 and 2000 and the period from May 7, 1999 (Date of Inception) through June 30, 2001 Unaudited Period May 7, 1999 (Date of Inception) June 30, June 30, Through 2001 2000 June 30, 2001 ------------ ------------ ------------------ Net Revenues $ 159,619 $ 58,521 $ 364,019 Cost Of Revenues 135,779 49,678 313,897 ------------ ------------ ------------ Gross Profit 23,840 8,843 50,122 ------------ ------------ ------------ Operating Expenses Operating Expenses 3,252,591 9,194,481 21,918,646 Depreciation & Amortization 529,984 330,312 1,670,731 ------------ ------------ ------------ Total Operating Expenses 3,782,575 9,524,793 23,589,377 ------------ ------------ ------------ Loss From Operations (3,758,736) (9,515,950) (23,539,255) Interest & Other Income 577,734 378,370 2,114,816 ------------ ------------ ------------ Net Loss (3,181,002) (9,137,580) (21,424,439) ------------ ------------ ------------ Charge Related to Contingent Warrants (1,876,088) -- (1,876,088) ------------ ------------ ------------ Net Loss Attributable to Common Stockholders $ (5,057,090) $ (9,137,580) $(23,300,527) ============ ============ ============ Net Loss Per Share: Basic (1.04) (1.89) (5.24) Diluted (1.04) (1.89) (5.24) Shares Used for Computing Net Loss Per Share: Basic 4,841,400 4,841,400 4,449,231 Diluted 4,841,400 4,841,400 4,449,231 The accompanying notes to financial statements are an integral part of these financial statements
BrightLane.com, Inc. Statements of Cash Flows For the Six Month Periods Ended June 30, 2001 and 2000 and the period from May 7, 1999 (Date of Inception) through June 30, 2001 Unaudited Period May 7, 1999 (Date of Inception) June 30, June 30, Through 2001 2000 June 30, 2001 ------------ ------------ ------------------- OPERATING ACTIVITIES: Net Loss $ (3,181,003) $ (9,137,578) $(21,424,441) Adjustments for items not effecting cash Depreciation 353,373 295,068 1,198,008 Amortization 176,610 35,244 472,722 Loss on disposal of fixed assets -- -- 195,221 Noncash compensation -- -- 1,063,296 ------------ ------------ ------------ Changes in Components of Working Capital Accounts receivable (39,707) (3,598) (66,259) Prepaid expenses and other current assets 153,769 (1,296,167) (114,649) Other assets -- (438,113) (895,641) Accounts payable (32,975) (374,240) 365,882 Other current liabilities (31,913) -- -- Unearned revenue 39,167 -- 98,334 ------------ ------------ ------------ Net cash used in operating activities (2,562,679) (10,919,384) (19,107,527) ------------ ------------ ------------ INVESTING ACTIVITIES: Purchases of property and equipment (19,454) (371,748) (2,402,006) Purchases of long-term certificates of deposit (14,387) (12,700) (517,877) Acquisition, net of cash acquired -- -- (180,486) Proceeds from sale of fixed assets -- -- 6,715 Purchase of TeamStaff Preferred Stock (3,500,000) -- (3,500,000) ------------ ------------ ------------ Net cash used in investing activities (3,533,842) (384,448) (6,593,654) ------------ ------------ ------------ FINANCING ACTIVITIES: Proceeds from stock issuances -- -- 19,059,730 Proceeds from Long-Term Debt and Capital Lease Obligations -- 21,991 19,519,156 Proceeds from exercising stock options -- -- 19,200 Payment on Long-Term Debt and Capital Lease Obligations (13,207) (10,371) (39,584) Costs Related to Preferred Stock Issuance -- -- ------------ ------------ ------------ Net cash provided by/(used in) financing activity (13,207) 11,620 38,558,502 ------------ ------------ ------------ (DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (6,109,727) (11,292,212) 12,857,321 CASH AND CASH EQUIVALENTS: Beginning of Period 18,967,048 19,254,095 -- ------------ ------------ ------------ End of month $ 12,857,321 $ 7,961,883 $ 12,857,321 ============ ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 503 $ 959 $ 6,883 SUPPLEMENTAL INFORMATION REGARDING NONCASH INVESTING AND FINANCING ACTIVITIES: Acquisition of property and equipment under capital leases $ -- $ -- $ 58,311 ============ ============ ============ Issuance of common stock and stock options in connection with acquisition $ -- $ -- $ 19,495,025 ============ ============ ============ The accompanying Notes to Interim Financial Statements are an integral part of these financial statements
BRIGHTLANE.COM, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS BASIS OF PRESENTATION The accompanying Brightlane.com, Inc (the "Company") unaudited interim condensed financial statements and related notes thereto have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The accompanying interim condensed financial statements and related notes thereto should be read in conjunction with the Company's audited financial statements and related notes included in Resitration Statement No. 333-61730 of Teamstaff, Inc.. The information furnished is unaudited, but reflects, in the opinion of management, all adjustments, consisting of only normal recurring items, necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. CONTINGENT WARRANTS In January 2001, the contingency period ended with respect to contingent warrants issued with the series C preferred stock and the warrants were exercised. Consequently, Brightlane has recorded a charge of $1,876,088 to accumulated deficit reflecting the value of the warrants and beneficial conversion feature associated with the warrants. NET LOSS PER SHARE Historical basic and diluted earnings per share are calculated using the weighted average shares of common stock outstanding, reduced for shares subject to repurchase by the Company. For the six months ended June 30, 2001 and 2000, stock options and warrants totaling 2,576,480 and 3,809,340 shares respectively and preferred stock totaling 2,292,457 and 38,390(see Note 8 to the December 31, 2000 financial statements), shares respectively, are excluded from the calculation of diluted net loss per share as they would be anti-dilutive. ACQUISITION BY TEAM STAFF On March 6, 2001, the Company signed a Plan and Agreement of Merger with TeamStaff, Inc., a New Jersey Corporation. Under the terms of the agreement, a subsidiary of TeamStaff will merge with the Company and issue to the shareholders of the Company 8,066,631 shares of TeamStaff common stock. It is expected that the Company's shareholders will own as much as 49.9% of the combined entity following closing. This transaction closed on August 31, 2001. NEW ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133 ("SFAS No. 133"), Accounting for Derivative Instruments and Hedging Activities, which establishes accounting and reporting standards for derivative instruments and hedging activities. SFAS No. 133, as amended by SFAS 137 and 138, was effective for the Company as of January 1, 2001 and requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The effect of adopting the provisions of SFAS No. 133, as amended, did not have a significant impact on the Company's financial position, results of operations, and cash flows. EARNINGS PER SHARE The following table reconciles the differences in loss and shares outstanding between basic and diluted for the periods indicated. Period Ended June 30, 2000 Period Ended June 30, 2001 ------------------------------------- -------------------------------------- Loss Shares Per- Loss Shares Per- Share Share Amount Amount ----------- --------- ------ ----------- --------- ------- Basic EPS $(9,137,580) 4,841,400 $(1.89) $(5,057,090) 4,841,400 $(1.04) Effective of dilutive securities Options and warrants -- -- -- -- Convertible preferred stock -- -- -- -- Diluted EPS $(9,137,580) 4,841,400 $(1.89) $(5,057,090) 4,841,400 $(1.04)
Exhibit 99.3 TEAMSTAFF AND BRIGHTLANE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA On August 31, 2001, TeamStaff acquired BrightLane in a transaction accounted for as a purchase. Under the merger agreement with BrightLane, TeamStaff acquired BrightLane in exchange for 8,066,631 shares of TeamStaff common stock, valued at approximately $44.6 million including transaction costs, based upon a per share price of $5.73. The following sets forth summary unaudited pro forma combined financial data to give effect to the issuance of the 8,066,631 shares (prior to reduction for fractional shares) of TeamStaff common stock in the acquisition as if the transaction had been completed on October 1, 1999 for statement of operations purposes and June 30, 2001 for balance sheet purposes. The pro forma combined financial data does not give effect to TeamStaff's repayment in full of TeamStaff's remaining obligations to FINOVA Capital Corporation, which occurred promptly following completion of the acquisition. This summary unaudited pro forma combined financial data should be read in conjunction with the unaudited pro forma combined condensed financial information and accompanying notes which are included in this filing, the separate historical financial statements and accompanying notes of BrightLane which are either included or incorporated by reference in this filing, and TeamStaff's previously filed Annual Report on Form 10-K for the year ended September 30, 2000 and previously filed Form 10-Q for the quarter ended June 30, 2001. The pro forma condensed combined financial data are intended for information purposes, and do not purport to represent what the combined entity's results of continuing operations or financial position would actually have been had the transaction in fact occurred at an earlier date, or project the results for any future date or period.
TEAMSTAFF, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 Historical Pro Forma ------------------------------------- ----------------------------------- TeamStaff, Inc. BrightLane.com, Inc. Adjustments Combined --------------- -------------------- ------------- ------------- REVENUES $ 447,743,000 $ 199,000 $ -- $ 447,942,000 DIRECT EXPENSES 426,987,000 174,000 -- 427,161,000 ------------- ------------- ------------- ------------- Gross profit 20,756,000 25,000 -- 20,781,000 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 17,005,000 15,067,000 32,072,000 DEPRECIATION AND AMORTIZATION 1,333,000 907,000 3,889,000(11) 6,129,000 ------------- ------------- ------------- ------------- Income/(Loss) from operations 2,418,000 (15,949,000) (3,889,000) (17,420,000) ------------- ------------- ------------- ------------- OTHER INCOME (EXPENSE) Interest and other income 584,000 1,303,000 1,887,000 Interest and other expense (1,623,000) -- (1,623,000) ------------- ------------- ------------- ------------- (1,039,000) 1,303,000 -- 264,000 ------------- ------------- ------------- ------------- Income/(Loss) before tax 1,379,000 (14,646,000) (3,889,000) (17,156,000) INCOME TAX (EXPENSE)/BENEFIT (428,000) -- 428,000(10) -- ------------- ------------- ------------- ------------- NET INCOME/(LOSS) $ 951,000 $ (14,646,000) $ (3,461,000) $ (17,156,000) ============= ============= ============= ============= BASIC EARNINGS/(LOSS) PER COMMON SHARE $ 0.12 $ (1.07) ============= ============= BASIC SHARES OUTSTANDING 7,954,176 8,066,631(9) 16,020,807 ============= ============= ============= DILUTED EARNINGS/(LOSS) PER COMMON SHARE $ 0.12 $ (1.07) ============= ============= (36,736)(9) DILUTED SHARES OUTSTANDING 7,990,912 8,066,631(9) 16,020,807 ============= ============= ============= The accompanying notes to unaudited pro forma condensed consolidated financial statements are an integral part of this statement of operations.
TEAMSTAFF, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2001 Historical Pro Forma ------------------------------------- ----------------------------------- TeamStaff, Inc. BrightLane.com, Inc. Adjustments Combined --------------- -------------------- ------------- ------------- REVENUES $ 487,497,000 $ 239,000 $ -- $ 487,736,000 DIRECT EXPENSES 466,891,000 205,000 -- 467,096,000 ------------- ------------- ------------- ------------- Gross profit 20,606,000 34,000 -- 20,640,000 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 16,435,000 5,066,000 21,501,000 DEPRECIATION AND AMORTIZATION 1,078,000 792,000 2,917,000(11) 4,787,000 ------------- ------------- ------------- ------------- Income/(Loss) from operations 3,093,000 (5,824,000) (2,917,000) (5,648,000) ------------- ------------- ------------- ------------- OTHER INCOME (EXPENSE) Interest and other income 621,000 1,080,000 1,701,000 Interest expense (1,373,000) -- (1,373,000) ------------- ------------- ------------- ------------- (752,000) 1,080,000 -- 328,000 ------------- ------------- ------------- ------------- Income/(Loss) before tax 2,341,000 (4,744,000) (2,917,000) (5,320,000) INCOME TAX (EXPENSE)/BENEFIT (981,000) -- 981,000(10) -- ------------- ------------- ------------- ------------- NET INCOME /(LOSS) $ 1,360,000 $ (4,744,000) $ (1,936,000) $ (5,320,000) LOSS RELATED TO CONTINGENT WARRANTS $ -- $ (1,876,000) $ -- $ (1,876,000) ------------- ------------- ------------- ------------- NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 1,360,000 $ (6,620,000) $ (1,936,000) $ (7,196,000) ============= ============= ============= ============= BASIC EARNINGS/(LOSS) PER COMMON SHARE $ 0.17 $ (0.45) ============= ============= BASIC SHARES OUTSTANDING 8,011,474 8,066,631(9) 16,078,105 ============= ============= ============= DILUTED EARNINGS/(LOSS) PER COMMON SHARE $ 0.17 $ (0.45) ============= ============= (159,551) DILUTED SHARES OUTSTANDING 8,171,025 8,066,631(9) 16,078,105 ============= ============= ============= The accompanying notes to unaudited pro forma condensed consolidated financial statements are an integral part of this statement of operations.
TEAMSTAFF, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2001 Historical Pro Forma ------------------------------------- ---------------------------------- TeamStaff, Inc. BrightLane.com, Inc. Adjustments Combined --------------- -------------------- ------------- ------------- ASSETS CURRENT ASSETS Cash $ 7,239,000 $ 12,857,000 $ (1,025,000)(7) $ 19,071,000 Accounts receivable, net of allowance 24,059,000 66,000 -- 24,125,000 Deferred tax asset 1,386,000 -- 1,386,000 Other current assets 507,000 115,000 622,000 ------------ ------------ ------------ ------------ Total current assets 33,191,000 13,038,000 (1,025,000) 45,204,000 RESTRICTED CASH -- 551,000 -- 551,000 EQUIPMENT AND IMPROVEMENTS, NET 1,195,000 1,059,000 -- 2,254,000 INTANGIBLES, net of amortization 19,412,000 82,000 19,445,000(1) 38,857,000 (82,000)(8) DEFERRED TAX ASSET, LONG TERM -- -- 6,998,000(6) 6,998,000 INVESTMENT IN TEAMSTAFF PREFERRED STOCK -- 3,500,000 (3,500,000)(5) -- OTHER ASSETS 939,000 521,000 1,025,000(7) 2,485,000 ------------ ------------ ------------ ------------ TOTAL ASSETS $ 54,737,000 $ 18,751,000 $ 22,861,000 $ 96,349,000 ============ ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 1,147,000 $ 17,000 $ -- $ 1,164,000 Accounts payable 6,950,000 366,000 -- 7,316,000 Accrued expenses and other current liabilities 20,056,000 98,000 2,710,000(3) 22,864,000 ------------ ------------ ------------ ------------ Total current liabilities 28,153,000 481,000 2,710,000 31,344,000 LONG-TERM LIABILITIES Long-term debt 3,487,000 21,000 -- 3,508,000 ------------ ------------ ------------ ------------ Total Liabilities 31,640,000 502,000 2,710,000 34,852,000 SHAREHOLDERS' EQUITY Common stock 8,000 1,439,000 (1,439,000)(4) 16,000 8,000(2) Preferred stock 350,000 40,157,000 (40,157,000)(4) -- (350,000)(5) Additional paid-in capital 24,625,000 -- 41,892,000(2) 63,367,000 (3,150,000)(5) Accumulated deficit (1,750,000) (23,347,000) 23,347,000(4) (1,750,000) Treasury stock (136,000) -- (136,000) ------------ ------------ ------------ ------------ Total shareholders' equity 23,097,000 18,249,000 20,151,000 61,497,000 ------------ ------------ ------------ ------------ TOTAL LIABILITIES AND EQUITY $ 54,737,000 $ 18,751,000 $ 22,861,000 $ 96,349,000 ============ ============ ============ ============ The accompanying notes to unaudited pro forma condensed consolidated financial statements are an integral part of this balance sheet
TEAMSTAFF, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated statements of operations have been prepared to reflect the acquisition of BrightLane as if the acquisition occurred on October 1, 1999 utilizing the purchase method of accounting. TeamStaff's fiscal year ends on September 30. The unaudited pro forma condensed consolidated balance sheet was prepared to reflect the acquisition as of June 30, 2001. BrightLane.com, Inc.'s historical financial statements were derived from its books and records and reflect: - The unaudited statement of operations of BrightLane for the nine month period ended June 30, 2001; - The statement of operations of BrightLane for the twelve month period ended December 31, 2000 derived from BrightLane's audited financial statements; and - The unaudited balance sheet of BrightLane as of June 30, 2001. TeamStaff historical financial statements were derived from its books and records and reflect: - The unaudited statement of operations of TeamStaff for the nine month period ended June 30, 2001; - The statement of operations of TeamStaff for the twelve month period ended September 30, 2000 derived from TeamStaff's audited financial statements; and - The unaudited balance sheet of TeamStaff as of June 30, 2001. The following is a summary of the adjustments reflected in the unaudited pro forma condensed consolidated balance sheet: (1) Represents the preliminary estimates of the excess purchase price over the net tangible assets acquired as follows:
(4) Represents the elimination of BrightLane's historical equity accounts ($1,439,000 common stock, $40,157,000 preferred stock, and ($23,347,000) accumulated deficit). (5) Represents the elimination of Brightlane's investment in TeamStaff of $3,500,000. (6) Represents the establishment of a deferred tax asset for the net operating loss carryforwards of $6,998,000. Brightlane's net operating loss carryforwards previously had a full valuation allowance. However, Teamstaff management believes it is more likely than not that such carryforwards will be realized considering Teamstaff's prior results and future planned results including Brightlane. (7) Represents $1,025,000 principal amount of loans given to Brightlane shareholders for taxes due on the exercise of BrightLane options under the terms of the merger agreement. (8) Represents the elimination of acquired goodwill on Brightlane's books of $82,000. The following is a summary of the adjustments reflected in the unaudited pro forma condensed consolidated statement of operations: (9) Represents the issuance of 8,066,631 shares of TeamStaff, Inc. common stock to BrightLane shareholders and the removal of incremental shares for assumed conversion of options as those incremental shares would be antidilutive for pro forma purposes. (10) Represents a reduction to income tax expense as a result of BrightLane's loss. (11) Represents the amortization of the excess of purchase price over net tangible assets acquired of $19,445,000. Pending the final analysis of the total purchase price and the fair value of the assets acquired and the liabilities assumed, the excess purchase price over assets acquired will be amortized over five years. However, if any of the purchase price is ultimately assigned to goodwill, there will be no amortization of goodwill under the new accounting pronouncement, Statement of Accounting Standards No. 142. Accordingly, the pro forma amortization expense, net loss and net loss per share would be reduced.
EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Current Report on Form 8-K/A under the Securities Exchange Act of 1934 of Teamstaff, Inc. dated November 2, 2001 of our report dated March 2, 2001 related to the financial statements of Brightlane.com, Inc. (a development stage company) and contained in Registration Statement No. 333-61730 of Teamstaff, Inc. on Form S-4 under the Securities Act of 1933. /s/ Deloitte & Touche Atlanta, Georgia November 2, 2001