Fortune Industries, Inc.

Fortune Industries Inc Fortune Industries, Inc. was incorporated in the state of Delaware in 1988, restructured in 2000 and redomesticated to the state of Indiana in May 2005. The Company provides full service human resources outsourcing services through co-employment relationships with their clients. Effective November 30, 2008, the Company approved the sale of all of the remaining operating subsidiaries within four of the five segments, as Wireless Infrastructure, Transportation Infrastructure, Ultraviolet Technologies, and Electronics Integration, to a related party. Consequently, as of the effective date of the transaction, the Business Solutions segment is the Company's remaining operating segment. The Business Solutions segment is comprised of Professional Employer Organizations (PEOs) which provide full-service human resources outsourcing services through co-employment relationships with their clients. Companies operating in the Business Solutions Segment include Professional Staff Management, Inc. and subsidiaries (PSM); CSM, Inc. and subsidiaries and related entities (CSM); Precision Employee Management, LLC (PEM); and Employer Solutions Group, Inc. and related entities (ESG). The Companies in the Business Solutions segment bill their clients under Professional Services Agreements as licensed PEOs. The billing includes amounts for the client's gross wages, payroll taxes, employee benefits, workers' compensation insurance and an administration fee. The administration fee charged by the companies in this segment is typically a percentage of the gross payroll and is sufficient to allow the companies in this segment to provide payroll administration services, human resources consulting services, worksite safety training, and employment regulatory compliance for no additional fees. The Companies in the Business Solutions segment compete with other PEOs, third-party payroll processing and human resources consulting companies, and in-house human resources divisions. The Company's Business Solutions segment is subject to various federal, state and local laws and regulations pertaining to various employee benefit plans, employee retirement plans, Section 125 cafeteria plans, group health plans, welfare benefit plans and health care flexible spending accounts.