Tuesday, September 13, 2016 3:06:59 PM
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”).
It sure looks as if these branches were profitable. Now the question is which business unit did AFPW subsidiary ESS purchase from LTNC.
On June 27, 2016 LTNC filed SEC 15 deregistering the company.
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
So where is the PR from LTNC telling us about this acquisition by EES?
All the negatives posted re: Fong and the darkened LTNC raises some legitimate questions as to what is really going on. Can anyone on the board add to this information? Does the AFPW claim of 2 million in revenue represent only the business unit acquired or for all of LTNC income for one month including the sale to TSGL?
Looking forward to seeing more detailed DD from the board.
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