UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 13, 2015
Date of Report
(Date of earliest
event reported)
LABOR SMART INC.
(Exact name of Registrant as specified in its
Charter)
| Nevada | |
000-54654 | |
45-2433287 |
| (State or Other Jurisdiction of Incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
3270 Florence Road, Suite 200, Powder
Springs, GA 30127
(Address of Principal Executive
Offices)
(770) 222-5888
(Registrant’s Telephone Number, including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions (see general instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01
Entry into a Material Definitive Agreement.
On
January 13, 2015 Labor Smart, Inc. (the “Company”) entered into a Second Amendment to Purchase and Sale Agreement
(the “Amendment”) with Transfac Capital, Inc. (“Transfac”). The Amendment amended the original Purchase
and Sale Agreement dated July 19, 2013 executed by and between the Company and Transfac on July 31, 2013, as amended on September
26, 2014 (the “Agreement”). Under the terms of the Amendment, the definition of “Advance Rate” in Section
1 of the Agreement shall be amended to read: “Advance Rate” means ninety percent (90%), or such other percent as may
be determined from time to time by Transfac in its sole discretion. The definition of “Account Due Date” in Section
1 of the Agreement shall be amended to read: “Account Due Date” means ninety (90) days from the date of the invoice
evidencing the Account. The definition of “Maximum Advances” in Section 1 of the Agreement shall be amended to read:
“Maximum Advances” means the maximum aggregate amount of Outstanding Advances, which amount shall not exceed four
million dollars ($4,000,000.00), or such other amount as may be determined from time to time by Transfac in its sole discretion.
The definition of “Contract Term” in Section 1 of the Agreement shall be amended to read: “Contract Term”
means an initial period of twenty four (24) months commencing on the date of this signed Second Amendment to Purchase and Sale
Agreement and renewal periods of one (1) year thereafter. Finally, under Section 1 of the Agreement, the following definition
was added: “Origination Fee” means One Quarter of One Percent (.25%) of the Maximum Advances which shall
be due and payable on the date of this signed Second Amendment to Purchase and Sale Agreement. All other provisions of the Agreement
shall remain in full force and effect.
The
foregoing description of the Amendment and the terms thereof are qualified in their entirety by the full text of the Agreement,
which is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item 3.02 Unregistered Sales of Equity
Securities.
During
the period commencing January 9, 2015 through January 13, 2015, the Company issued an aggregate of 127,331,602 shares of its common
stock as follows: on January 9, 2015, the Company issued 9,419,355 shares of its common stock to reduce an outstanding convertible
note payable by $5,840. On January 9, 2015, the Company issued 15,600,000 shares of its common stock to reduce an outstanding
convertible note payable by $8,580. On January 9, 2015, the Company issued 17,500,000 shares of its common stock to reduce an
outstanding convertible note payable by $10,597.50. On January 9, 2015, the Company issued 15,740,741 shares of its common stock
to reduce an outstanding convertible note payable by $8,500. On January 9, 2015, the Company issued 9,358,685 shares of its common
stock to reduce an outstanding convertible note payable by $4,885.23. On January 12, 2015, the Company issued 5,566,667 shares
of its common stock to reduce an outstanding convertible note payable by $3,340. On January 12, 2015, the Company issued 16,346,154
shares of its common stock to reduce an outstanding convertible note payable by $8,500. On January 13, 2015, the Company issued
18,950,000 shares of its common stock to reduce an outstanding convertible note payable by $10,233. On January 13, 2015, the Company
issued 18,850,000 shares of its common stock to reduce an outstanding convertible note payable by $10,367.50. These shares were
issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section
4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other
things, the transactions did not involve a public offering.
The
number of shares of the Company’s common stock outstanding as of January 13, 2015 was 439,586,521.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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LABOR SMART, INC. |
| |
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| Date: |
January 14, 2015 |
|
By: |
/s/ Ryan Schadel |
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Name: |
Ryan Schadel |
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|
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Title: |
Chief Executive Officer |
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
| CLIENT |
Labor
Smart, Inc. |
|
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5604
Wendy Bagwell Parkway |
|
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Hiram,
GA 30141 |
|
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| TRANSFAC |
Transfac
Capital, Inc. |
|
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257
East 200 South |
|
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Salt
Lake City, UT 84111 |
|
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The Purchase and Sale Agreement dated July
19, 2013 (“the Agreement”) between Labor Smart, Inc. and Transfac Capital, Inc. is being amended as set forth below.
| A.) | Under Section 1, Definitions: "Advance Rate" means
ninety percent (90%), or such other percent as may be determined from time to time by Transfac in its sole discretion. |
| B.) | Under Section 1, Definitions: "Account Due Date"
means ninety (90) days from the date of the invoice evidencing the Account. |
| C.) | Under Section 1, Definitions: “Maximum Advances”
is restated as follows: |
"Maximum Advances" means
the maximum aggregate amount of Outstanding Advances, which amount shall not exceed four million dollars ($4,000,000.00), or such
other amount as may be determined from time to time by Transfac in its sole discretion.
| D.) | Under Section 1, Definitions: The following definition is
hereby added to Section 1: |
“Origination Fee” means
One Quarter of One Percent (.25%) of the Maximum Advances which shall be due and payable on the date of this signed
Second Amendment to Purchase and Sale Agreement.
| E.) | Under Section 1, Definitions: "Contract Term" is
restated as follows: |
"Contract Term" means an
initial period of twenty-four (24) months commencing on the date of this signed Second Amendment to Purchase and Sale Agreement
and renewal periods of one (1) year thereafter.
In all other respects, the Agreement will remain
in full force and effect.
IN WITNESS HEREOF, CLIENT and TRANSFAC
have accepted and agreed to this Second Amendment to Purchase and Sale Agreement effective January ____, 2015.
Transfac Capital, Inc.
By: /s/ John D.Thompson____________________________
Name: John D. Thompson___________________________
Title: CFO_______________________________________
| Labor Smart, Inc. | Second Amendment to Purchase and Sale Agreement |
Labor Smart, Inc.
By: /s/ Ryan Schadel_____________________________
Name: Ryan Scahdel_____________________________
Title: CEO_____________________________________
REAFFIRMATION OF PERSONAL GUARANTY
The undersigned guarantor hereby acknowledges
the terms and conditions of this Second Amendment to Purchase and Sale Agreement and reaffirms the previously executed Personal
Guarantee dated July 19, 2013 of all obligations of Client to Transfac.
Guarantor:
/s/ Ryan Schadel__________________________________
Christopher Ryan Schadel
Labor Smart (PK) (USOTC:LTNC)
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