Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in our Current Report on Form 8-K filed on
- The Company will have received an audit report of EmployUS with respect to its
two most recently completed fiscal years from an independent accounting firm
that is registered with the
- The Company and EmployUS shall obtain shareholder approval; and
- The Company will complete a capital raise of at least
The Company has received an audit report with respect to EmployUS's two most recently completed fiscal years ended
Accordingly, with all of the closing conditions having been met or amended, effective as of
For additional information with respect to the Exchange Agreement and the business of the acquired entity, please see the disclosures set forth in Item 2.01 to this Current Report, which disclosures are incorporated into this item by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
? Each share of EmployUS's common stock issued and outstanding immediately prior to the closing of the Exchange Agreement was converted into the right to receive an aggregate of 13,153,800 shares of our common stock. ? Three of our shareholders agreed to cancel the following shares: (i) Joseph Albunio agreed to cancel 8,386,413 shares of his common stock. After the cancellation he owns 500,000 shares of our common stock. (ii) Brian McLoone agreed to cancel 2,836,413 shares of his common stock. After the cancellation he owns 6,050,000 shares of our common stock. (iii) Luidmila Yuziuk agreed to cancel 1,930,972 shares of her common stock. After the cancellation, she does not own any shares of our common stock. After the closing of the Exchange Agreement, our capitalization of the Company is as follows: Shareholder # of Shares Owned Percentage Ownership Broadsmoore Group 7,103,800 20.24% BD Callais 6,050,000 17.24% Brian McLoone 6,050,000 17.24% Joseph Albunio 500,000 1.42% Iroquois Master Fund 1,883,309 5.37% Float Shares 13,512,902 38.49% Total Outstanding 35,100,011
The purposes of the transactions described in this Current Report were to complete a reverse merger with the result being that EmployUS became a wholly-owned subsidiary of
The foregoing description of the Exchange Agreement, Closing and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of (i) the Exchange Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K; and (ii) the other documents and disclosures associated with this transaction, each of which is incorporated herein by reference.
Following the Exchange Agreement, as of the date of this current report on Form 8-K, there are 35,100,011 shares of our common stock issued and outstanding, which include 13,153,800 shares held by the former stockholders of EmployUS and 6,050,000 by
The shares of common stock issued to the former stockholders of EmployUS in connection with the Exchange Agreement were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold absent registration or an applicable exemption from the registration requirements. We have not committed to registering these shares for resale. Certificates representing these shares contain a legend stating the restrictions applicable to such shares.
Changes to the Business. We intend to carry on EmployUS's business as our sole line of business. We have relocated our executive offices to
Accounting Treatment. The Exchange Agreement is being accounted for as a reverse . . .
Item 3.02 Unregistered Sales of
Information set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K with respect to the issuance of unregistered equity securities in connection with the Exchange Agreement is incorporated by reference into this Item 3.02.
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosure set forth under Items 1.01 and 5.02 of this Report, which disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
In connection with the closing of the Exchange Agreement, by a consent to action without meeting by unanimous consent of the stockholders of the Company (the "Stockholders"), the Stockholders appointed
He has testified before
As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.06 Change in Shell Company Status.
Following the closing of the Exchange Agreement described in Item 2.01 of this Current Report on Form 8-K, we believe that we are not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), EmployUS's audited financial statements for the years ended
(b) Pro Forma Financial Information. In accordance with Item 9.01(b), our pro forma financial statements are filed in this Current Report on Form 8-K as Exhibit 99.3.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit No. Description 2.1 Amended and Final Share Exchange Agreement dated
January 22, 20143.1 Certificate of Amendment for Name Change dated September 12, 201399.1 Audited Balance Sheets of the Company as of December 31, 2012and 2011, and the Related Audited Statements of Operations, Shareholders' Equity, and Cash Flows for the years ended December 31, 2012and 2011. 99.2 Condensed Balance Sheets of the Company for the nine months ended September 30, 2013and 2012, and the Related Condensed Statements of Operations, Shareholders' Equity, and Cash Flows for each of the nine months ended September 30, 2013and 2012. 99.3 Pro forma unaudited combined financial statements as of September 30, 2013, nine months ended September 30, 2013and year ended December 31, 2012