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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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
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TEAMSTAFF, INC.
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(Exact name of Registrant as specified in charter)

New Jersey 0-18492 22-1899798
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)

300 Atrium Drive, Somerset, N.J. 08873
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (732) 748-1700
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 5. OTHER EVENTS

TeamStaff, Inc. ("Teamstaff or the "Company") announced that it has
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.

Other than payments for fractional shares, the shareholders will
receive an aggregate of 8,066,613 shares (less fractional shares) of TeamStaff's
Common Stock in exchange for their BrightLane Common Stock, Series A Preferred,
Series B Preferred and Series C Preferred stock. The exchange ratios and
aggregate shares for the classes of BrightLane capital stock are as follows:

Title of BrightLane Capital Stock Exchange Ratio Aggregate TeamStaff Shares
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Common Stock .23 1,601,731
(less fractional shares)

Series A Preferred Stock 22.774 874,295

Series B Preferred Stock 1.941 3,334,117

Series C Preferred Stock 4.205 2,256,488
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TOTAL 8,066,631
(less fractional shares)

As a result of issuances to the BrightLane shareholders in the transaction,
TeamStaff has approximately 16,156,184 shares outstanding.

TeamStaff's stock transfer agent, Continental Stock Transfer & Trust
Company, located in New York, New York, will be serving as exchange agent in
coordinating the surrender of BrightLane certificates in exchange for TeamStaff
shares. It is expected that Continental Stock Transfer will be forwarding
Letters of Transmittal to all BrightLane shareholders during the week ending
September 7, 2001.

In connection with the transaction, persons holding BrightLane options
to acquire approximately 2,078,000 BrightLane shares (the equivalent of
approximately 481,000 TeamStaff shares ) exercised their options. TeamStaff made
recourse loans of approximately $1,025,000 principal amount to the holders of
these options to assist them in payment of tax obligations incurred with
exercise of the options. The loans are repayable upon the earlier of (i) sale of
the TeamStaff shares or (ii) three years.

First Union Corporation, through an affiliate held all of the
BrightLane Series B Preferred

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stock, and therefore will own 3,334,117 shares of TeamStaff's Common Stock
(approximately 20%). In addition, Nationwide Financial Services, Inc. held all
of the BrightLane Series C Preferred stock, and therefore will own 2,256,488
shares of TeamStaff's Common Stock (approximately 14%).

Under the terms governing the transaction, certain option holders were
restricted from selling TeamStaff shares acquired from the exercise of their
BrightLane options for a period of up to two years. T. Stephen Johnson and his
spouse, Mary Johnson, both former directors of BrightLane, were the only option
holders who exercised their options and who were subject to these lockup
provisions. Due to the recent significant rise in the Company's stock price and
the significant increase in the amount of the tax loans to be made to T. Stephen
Johnson and Mary Johnson, the Board of Directors of TeamStaff concluded it would
be more appropriate to allow Mr. and Mrs. Johnson to sell a portion of their
TeamStaff shares to cover their tax liability rather than carry a large loan
receivable on the Company's financial statements. The Board therefore agreed to
allow the sale of up to 40% of Mr. and Mrs. Johnson's option shares
(approximately 56,230 TeamStaff shares).

As contemplated in the agreements governing the terms of the
transaction, and as previously disclosed in the Company's Proxy Statement issued
in connection with its Annual Meeting held on August 29, 2001, the Board of
Directors of TeamStaff has been reconstituted effective September 4, 2001 as
follows:

Name Director Class Term Expires
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Donald MacLeod Class 3 2002
Martin Delaney Class 3 2002

T. Stephen Johnson Class 1 2003
William Marino Class 1 2003
Susan Wolken Class 1 2003

Karl Dieckmann Class 2 2004
Donald Kappauf Class 2 2004
David Carroll Class 2 2004

Mr. Carroll and Mr. MacLeod serve as nominees of First Union Corporation and Ms.
Wolken serves as nominee of Nationwide Financial Services, Inc. Mr. Johnson is
the Chairman of the Board and Karl Dieckmann serves as Vice Chairman.

At closing, BrightLane had available cash of approximately
$11,000,000. Effective with the closing, TeamStaff repaid all of its
outstanding obligations to its primary lender, FINOVA Capital Corporation, in
the amount of $4,499,377. TeamStaff has terminated its lending facilities with
FINOVA, and is considering future credit facility relationships. There can be
no assurance that it will be successful in obtaining a credit facility upon
terms acceptable to it.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) & (b) Financial Statements and Pro Forma Financial Statements

The Company intends to file the required Financial statements and Pro
Forma Financial information, as required under Item 7 of Form 8-K and Regulation
S-X within 60 days of the required Form 8-K filing date.

Those exhibits listed with an asterisk (*) are incorporated by
reference to previously filed reports as indicated. All other Exhibits are filed
herewith.

2.3 Agreement and Plan of Merger by and among TeamStaff, Inc.,
TeamSub, Inc. and BrightLane.com, Inc., dated as of March 6,
2001, as amended by Amendment No. 1 dated as of March 21, 2001
and Amendment No. 2 dated as of April 6, 2001 (incorporated by
reference herein to Appendix A to the Proxy
Statement/Prospectus on Registration Statement on Form S-4
Commission File No. 333-61730).

3.1 Form of Amended Bylaws of TeamStaff, Inc. adopted as of August
29, 2001.

99.1 The Registrant incorporates by reference herein its Proxy
Statement/Prospectus dated as of August 7, 2001 with respect
to its Annual Meeting held on August 29, 2001, and the
Exhibits and Appendices included therein (as filed with the
Commission on August 3, 2001 on Registration Statement on Form
S4, Commission File No. 333-61730).

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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: September 6, 2001 TEAMSTAFF, INC.
(Registrant)

By /s/ Donald W. Kappauf
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Donald W. Kappauf
Chief Executive Officer

TEAMSTAFF, INC.
(Registrant)

By /s/ Donald T. Kelly
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Donald T. Kelly
Chief Financial Officer