STOCK PURCHASE AGREEMENT | Note 4 Stock Purchase Agreement On December 31, 2015, Company entered into a Stock Purchase Agreement (SPA) with Pour Les Enfant, LLC, a Louisiana limited liability company (Pour Les Enfant). Pursuant to the SPA, the Company, as sole shareholder of EmployUS, Ltd. completed the split-off by transferring to Pour Les Enfant all outstanding shares and tangible assets of EmployUS, Ltd.. In consideration thereof, Pour Les Enfant assumes all liabilities of EmployUS, Ltd. associated with monies owed to the Internal Revenue Service for late payroll taxes; and all corporate, personal, and validity guarantees associated the Crestmark Bank Loan and Security Agreement. Pursuant to the SPA, Brent Callais and Brian McLoone, directors, executives and controlling shareholders of the Company, each agree to transfer to the Company 91,000 shares of the Companys common stock and one share of the Companys preferred stock, for immediate cancellation. The split-off of EmployUS, Ltd. to the controlling shareholders is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of EmployUS, Ltd. is recognized as a capital transaction with no gain and loss recorded. EmployUS, Ltd., as a subsidiary, was determined to be a component of Company and disposed of by other than sale. The financial results of EmployUS, Ltd. qualifies for reporting as a discontinued operations. Certain 2014 financial statement amounts have been reclassified to conform to the reporting of discontinued operations adopted in the current year. The following table summarizes the results from discontinued operations: For the Year Ended December 31 2015 2014 NET REVENUES Contract staffing services $ 13,657,933 $ 20,700,657 COST OF SERVICES 11,125,247 17,564,351 GROSS PROFIT 2,532,686 3,136,306 SELLING, GENERAL AND ADMINISTRATIVE 2,156,504 2,843,042 INCOME FROM OPERATIONS 376,182 293,264 OTHER EXPENSE (168,808 ) (180,573 ) INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES 207,374 112,691 (Provision) benefit for income taxes - (31,513 ) NET INCOME OF EMPLOYUS, LTD. $ 207,374 $ 81,178 The following table summarizes the assets and liabilities of discontinued operations: December 31 December 31, 2015 2014 ASSETS CURRENT ASSETS Cash and cash equivalents $ 25,710 $ 4,216 Accounts receivable, net 1,034,360 1,621,861 Prepaid expenses and other current assets 30,792 38,044 Total Current Assets 1,090,862 1,664,121 Property and equipment, net 13,351 22,174 Security deposits 22,730 29,055 36,081 51,229 TOTAL ASSETS $ 1,126,943 $ 1,715,350 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 184,043 $ 252,368 Line of credit 828,518 1,364,543 Current portion of payroll related liabilities 294,917 197,688 Total Current Liabilities 1,307,478 1,814,599 Long term portion of payroll related liabilities - 273,730 Due to stockholders 503,892 463,678 TOTAL LIABILITIES 1,811,370 2,552,007 CARRYING VALUE OF EMPLOYUS, LTD. $ (684,427 ) $ (836,657 ) Line of Credit , The Company entered into an account purchase agreement with Crestmark Bank (Crestmark) to provide working capital financing. The account purchase agreement allows Crestmark to advance the Company funds on eligible accounts receivable at its sole discretion. The term of the facility is three years with an interest rate equal to the Prime Rate plus 5.75% per annum (6% floor), and a facility fee equal to 1% of the maximum loan amount. The line is secured by collateral consisting of all of the Companys assets and is also personally guaranteed by Brent Callais, a director of the Company. At December 31, 2015, the line of credit was de-recognized from the consolidated balance sheet due to the split-off transaction. Interest and fees consisted of the following for the years ended December 31: 2015 2014 Interest $ 136,189 $ 112,296 Fees 35,867 184,687 Total $ 172,056 $ 296,983 Notes Payable Convertible Notes Payable On May 13, 2013, the Company entered into three separate $20,000 convertible notes payable. The maturity date of the convertible notes payable was May 13, 2014, and they bore interest at a rate of 10% per annum. The notes were secured by collateral, consisting of all tangible and intangible assets of the Company which were subordinated to the line of credit. Once the Company changed its corporate status from a limited liability company to a C corporation on July 1, 2013, the secured convertible notes payable and any accrued interest became convertible at the option of the holder into shares of the Companys common stock, with the conversion rate being 75% of the consideration per share paid by the investors in the next Qualified Financing arrangement. The principal portion of the convertible notes payable could not be prepaid prior to the maturity date, though any accrued interest could be paid in cash or by conversion into shares of the Companys common stock. The convertible notes payable were considered to have a beneficial conversion feature as the effective conversion price would be less than the lowest paid price by other investors in a future qualified financing, which is defined as a private placement offering of the Companys securities to be completed after the consummation of any transaction affecting the structure of the Company, and before the maturity date of May 13, 2014. In addition, the conversion feature is considered to be a derivative instrument as the conversion price can be lowered if the Company issues securities at a lower price in a future qualified financing, as defined. As the qualified offering has yet to occur, an assessment of the fair value of the contingent conversion feature cannot be measured as of date of issuance of the secured convertible notes. On May 13, 2014, the Company entered into amendments with the holders of the three secured convertible notes payable that would convert all of the outstanding principal and accrued interest into common stock of the Company at a per share price of $11.25, which is 75% of the consideration per share paid by the investors in the most recent stock sale (a non-qualified offering), which was $15.00 per share. Pursuant to the amendment, all three note holders chose to convert their notes in full into 5,867 shares of common stock in the aggregate and a related inducement expense of $22,000 was recorded. Notes Payable related party On April 25, 2014, the Company issued a promissory note for $62,000 to a third party, of which $50,000 was for cash and $12,000 was a reimbursement relating to legal and other expenses incurred in connection with the issuance of the note that is to be repaid in full by May 20, 2015. There is no interest on this promissory note. The note was repaid in full in June 2014. On May 20, 2014, the Company issued a promissory note for $94,500 for cash to a shareholder of the Company that is to be repaid in full by May 20, 2015. The note accrues interest expense at 10% per annum. Interest expense for the years ended December 31, 2015 and 2014 was $15,251 and $5,801, respectively. At December 31, 2015 this promissory note was past due and outstanding and, as such, in accordance with the promissory note, there is a late fee of $100 per day for each day the note remains unpaid beyond the maturity date, the Company recorded late fees of $22,400 and $0 and accrued interest of $15,251 and $5,801, for the year ended December 31, 2015 and 2014, respectively, and is included in accrued expenses as of December 31, 2015 and 2014. On July 14, 2014, the Company issued a promissory note for $12,500 for cash to a shareholder of the Company that is to be repaid in full by July 14, 2015. The note accrues interest expense at 10% per annum. Interest expense for the year ended December 31, 2015 was $1,833 and is included in accrued expenses as of December 31, 2015. At December 31, 2015 this promissory note was past due and outstanding and, as such, in accordance with the promissory note, there is a late fee of $100 per day for each day the note remains unpaid beyond the maturity date, the Company recorded late fees of $16,900 and $0 and accrued interest of $1,833 and $583 for the years ended December 31, 2015 and 2014, respectively, and is included in accrued expenses as of December 31, 2015 and 2014. Due to Stockholders Amounts due to stockholders of the Company of $0 and $462,287 as of December 31, 2015 and 2014, respectively, arose from cash advances made to the Company for working capital purposes. These balances include accrued interest in the amount of 9% per annum, which aggregated $140,364 and $98,758 as of December 31, 2015 and 2014, respectively. The stockholders have agreed to forbear from demanding payment until July 1, 2016 of the principal and any accrued interest previously due on demand. Interest expense for the year ended December 31, 2015 and 2014 was $41,606 and $39,473, respectively, which was satisfied by being added to the outstanding balance. At December 31, 2015, the amount due to stockholders was de-recognized from the consolidated balance sheet due to the split-off transaction. Payroll Liabilities The Company has past due payroll liabilities due to the Internal Revenue Service (IRS) for unpaid payroll taxes, penalties and interest for 2011 and 2010. The original unpaid payroll taxes to the IRS for these periods totaled $891,386. The Company has a payment plan in place with the IRS, whereby effective on April 25, 2012, it made an initial payment of $4,118, and subsequent monthly payments of $16,474 on the 28th of every month thereafter starting on May 28, 2012 until such time the liability is paid in full, with an additional payment of $200,000 that was paid on April 28, 2014.. As of December 31, 2015 and, 2014 the past due balance due to the IRS, including penalties, interest, and fees, totaled $0 and $471,418, respectively. During the years ended December 31, 2015 and 2014, the Company incurred $7,513 and $30,596, respectively, in penalties and interest from the IRS. The IRS had previously issued a notice of Federal Tax Lien pertaining to the outstanding liabilities associated with the fourth quarter 2010 and second quarter 2011. Such Federal Tax Lien was released on March 11, 2015. At December 31, 2015, the payroll liabilities were de-recognized from the consolidated balance sheet due to the split-off transaction. Leases The Company leased space for eight of its branch offices, which are located either in downtown or suburban business centers, and for its corporate headquarters, located in New Orleans, Louisiana. Locations are generally leased over periods from one to three years, and also on a month-to-month basis. For the year ended December 31, 2015 and 2014, rent expense was $92,580 and $111,866, respectively. At December 31, 2015, the lease commitment of the Company was terminated due to the split-off transaction. |