Labor Smart Inc (LTNC)

[BigAl4]

8K posted this morning

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2016, Labor Smart, Inc. (the “Company”) entered in an Agreement for Purchase and Sale of Assets (the “Agreement”) with The Staffing Group Ltd. (the “Buyer”). Pursuant to the Agreement, the Buyer will purchase from the Company the operating assets of four (4) branch locations, which shall only include customer lists, title to certain leases for real or personal property, contracts, fixed assets, and business records (collectively the “Purchased Assets”). The Company shall retain all open accounts receivable of the Purchased Assets of approximately $571,142.00. In consideration for the Purchased Assets, Buyer shall pay to the Company a purchase price equal to $2,915,000.00, paid as follows: (i) $890,890.00 in cash, (ii) 600,000 shares of Buyer’s common stock at a cost basis of $1.80 per share, (iii) a promissory note executed by Buyer in favor of the Company in the amount of $755,000.00, (iv) payoff of certain of the Company’s outstanding debt totaling $29,110.00, and (v) direct payment to IRS on behalf of the Company in the amount of $160,000.00 (the “Purchase Price”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 1, 2016, the Company closed the Agreement described in Item 1.01 above and on April 5, 2016, the Purchase Price was released from escrow.

https://www.sec.gov/Archives/edgar/data/1522469/000152013816000818/ltnc-20160406_8k.htm