Staffing Group, Ltd.

CIK:0001561622|SEC Filings

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
NET REVENUES
Contract staffing services		$ 4,277,777
COST OF SERVICES		2,907,847
GROSS PROFIT		1,369,930
SELLING, GENERAL AND ADMINSTRATIVE
Amortization of intangible assets		180,000
Impairment of customer relationships and non-compete agreements		613,000
Impairment of goodwill		761,000
Payroll and related expenses		441,837
Selling, general and administrative expenses		778,886	326,514
TOTAL SELLING, GENERAL AND ADMINISTRATIVE		2,774,723	326,514
(LOSS) FROM OPERATIONS		(1,404,793)	(326,514)
INCOME (LOSS) FROM OPERATIONS
Interest expense		(2,581,198)	(4,265)
Other expense			(50,000)
Change in fair value of derivative liabilities		132,195	(98,959)
TOTAL OTHER EXPENSE		(2,449,003)	(153,224)
LOSS FROM CONTINUING OPERATONS BEFORE PROVISION FOR INCOME TAXES		(3,853,796)	(479,738)
Provision for income taxes
LOSS FROM CONTINUING OPERATIONS		(3,853,796)	(479,738)
INCOME FROM DISCONTINUED OPERATIONS (including income taxes of $0 and $0 for 2016 and 2015, respectively (Note 5)			207,374
NET LOSS		(3,853,796)	(272,364)
NET LOSS ATTRIBUTED TO NON-CONTROLLING INTEREST		(1,989)
NET LOSS ATTRIBUTED TO THE STAFFING GROUP LTD.		$ (3,853,796)	$ (272,364)
BASIC AND DILUTED NET (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS		$ (3.51)	$ (0.64)
BASIC NET INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS			0.28
BASIC AND DILUTED NET (LOSS) PER COMMON SHARE		$ (3.51)	$ (0.36)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted		1,097,984	744,400
Predecessor [Member]
NET REVENUES
Contract staffing services	$ 1,339,669		$ 5,962,254
COST OF SERVICES	992,493		4,468,986
GROSS PROFIT	347,176		1,493,268
SELLING, GENERAL AND ADMINSTRATIVE
Amortization of intangible assets
Impairment of customer relationships and non-compete agreements
Impairment of goodwill
Payroll and related expenses	117,623		429,392
Selling, general and administrative expenses	343,535		1,013,271
TOTAL SELLING, GENERAL AND ADMINISTRATIVE	461,158		1,442,663
(LOSS) FROM OPERATIONS	(113,982)		50,605
INCOME (LOSS) FROM OPERATIONS
Interest expense	(11,489)		(124,821)
Other expense
Change in fair value of derivative liabilities
TOTAL OTHER EXPENSE	(11,489)		(124,821)
LOSS FROM CONTINUING OPERATONS BEFORE PROVISION FOR INCOME TAXES	(125,471)		(74,216)
Provision for income taxes
LOSS FROM CONTINUING OPERATIONS	(125,471)		(74,216)
INCOME FROM DISCONTINUED OPERATIONS (including income taxes of $0 and $0 for 2016 and 2015, respectively (Note 5)
NET LOSS	(125,471)		(74,216)
NET LOSS ATTRIBUTED TO NON-CONTROLLING INTEREST
NET LOSS ATTRIBUTED TO THE STAFFING GROUP LTD.	$ (125,471)		$ (74,216)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$ (3,853,796)	$ (272,364)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Bad debt expense		44,978
Depreciation
Amortization of intangible assets		180,000
Impairment of customer relationships and non-compete agreements		613,000
Impairment of goodwill		761,000
Amortization of debt discount		2,366,870	4,265
Stock-based compensation		109,200
Change in fair value of derivative liabilities		(132,195)	98,959
Changes in operating assets and liabilities:
Accounts receivable		(881,775)
Prepaid expenses and other current assets		(2,833)	120,548
Accounts payable		396,080	49,431
Accounts payable - related party		430,978
Accured liabilities		41,200
Accrued liabilities - related party		83,900
Net cash (used in) discontinued operations
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		156,607	839
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		(1,364)
Business acquisition - purchase of four branches		(1,080,000)
Cash used for split-off of subsidiary, EmployUS, Ltd.			(25,710)
Net cash provided by discontinued operations			272,062
NET CASH PROVIDED BY INVESTING ACTIVITIES		(1,081,364)	246,352
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank indebtedness		123,156
Proceeds from common stock		7,000	80,000
Net cash received from loan payable to factor
Proceeds from convertible notes payable		1,430,710	80,000
Repayment of convertible notes payable		(678,609)
Advance from stockholder		28,500
Repayment to stockholder			(8,609)
Non-controlling interest		14,000
Net distribution to Labor Smart, Inc.
Net cash by (provided) discontinued operations			(398,582)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		924,757	(247,191)
NET INCREASE IN CASH
CASH, BEGINNING OF PERIOD
CASH, END OF PERIOD
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for taxes
Cash paid for interest		129,942
NON-CASH ACTIVITIES
Series B Stock issued in connection with issuance of convertible notes payable		750,000
Note payable issued in connection with business acquisition		506,000
Common Stock issued in connection with business acquisition		1,080,000
Common Stock issued convertible stock		5,570
Predecessor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	(125,471)	(74,216)	(74,216)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Bad debt expense
Depreciation	993		3,971
Amortization of intangible assets
Impairment of customer relationships and non-compete agreements
Amortization of debt discount	11,489		124,821
Stock-based compensation
Change in fair value of derivative liabilities
Changes in operating assets and liabilities:
Accounts receivable	(22,569)		162,081
Prepaid expenses and other current assets			600
Accounts payable	129,895		298,314
Accounts payable - related party
Accured liabilities
Accrued liabilities - related party
Net cash (used in) discontinued operations
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(5,663)		515,571
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment
Business acquisition - purchase of four branches
Net cash provided by discontinued operations
NET CASH PROVIDED BY INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank indebtedness
Proceeds from common stock
Net cash received from loan payable to factor	(220,105)		(209,752)
Proceeds from convertible notes payable
Repayment of convertible notes payable
Advance from stockholder
Repayment to stockholder
Non-controlling interest
Net distribution to Labor Smart, Inc.	225,768		(305,819)
Net cash by (provided) discontinued operations
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	5,663		(515,571)
NET INCREASE IN CASH
CASH, BEGINNING OF PERIOD
CASH, END OF PERIOD
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for taxes
Cash paid for interest
NON-CASH ACTIVITIES
Common Stock issued convertible stock
Noncontrolling Interest
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		(1,989)
NON-CASH ACTIVITIES
Common Stock issued convertible stock
Accumulated Deficit
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		(3,851,807)	(272,364)
NON-CASH ACTIVITIES
Common Stock issued convertible stock
Additional Paid-in Capital [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income
NON-CASH ACTIVITIES
Common Stock issued convertible stock		5,507
Series A Preferred Stock [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income
NON-CASH ACTIVITIES
Common Stock issued convertible stock
Common Stock [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income
NON-CASH ACTIVITIES
Common Stock issued convertible stock		$ 63

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Accounts receivable, net	$ 836,797
Prepaid expenses and other current assets	2,833
Total Current Assets	839,630
Property and equipment, net	1,364
Identifiable intangible assets, net of accumulated amortization of $72,000 and $0, respectively	407,000
Goodwill	705,000
TOTAL ASSETS	1,952,994	0
CURRENT LIABILITIES:
Bank indebtedness	123,156
Accounts payable	396,079
Accounts payable - related party	430,978
Accrued liabilities	41,200
Accrued liabilities - related party	139,715	55,815
Loan payable to factor
Convertible note payable - related party, including accrued interest of $39,432 and $1,408, net of debt discount of $0 and $77,143, respectively	119,432	4,265
Convertible notes payable - including accrued interest of $333,092 and $0, net of debt discount of $174,816 and $0, respectively	1,110,424
Notes payable - related party	107,000	107,000
Derivative liability	1,099,376	178,959
Due to stockholder	28,500
60 shares of Preferred Stock, par value $0.001, designated as Series B Convertible Preferred Stock, 30 and 0 shares issued and outstanding as of December 31, 2016 and 2015, respectively. Liquidation preference of $750,000.	750,000
Total Current Liabilities	4,345,860	346,039
Note payable - related parties, net of debt discount of $163,801 and $0, respectively	591,199
TOTAL LIABILITIES	4,937,059	346,039
Commitments and contingencies (Note 13)
STOCKHOLDERS' DEFICIT
Common stock par value $0.001: 150,000,000 shares authorized; 1,332,736 and 602,436 shares issued and outstanding as of December 31, 2016 and 2015, respectively	1,332	602
Additional paid-in capital	3,635,789	2,434,749
Accumulated deficit	(6,633,197)	(2,781,390)
TOTAL STOCKHOLDERS' DEFICIT	(2,996,076)	(346,039)
Non-controlling interest	12,011
TOTAL STOCKHOLDERS' DEFICIT	(2,984,065)	(346,039)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,952,994	0
Predecessor [Member]
CURRENT ASSETS
Accounts receivable, net		456,296
Prepaid expenses and other current assets		7,547
Total Current Assets		463,843
Property and equipment, net		4,963
Identifiable intangible assets, net of accumulated amortization of $72,000 and $0, respectively
Goodwill
TOTAL ASSETS		468,806
CURRENT LIABILITIES:
Bank indebtedness
Accounts payable		467,280
Accounts payable - related party
Accrued liabilities
Accrued liabilities - related party
Loan payable to factor		238,051
Convertible note payable - related party, including accrued interest of $39,432 and $1,408, net of debt discount of $0 and $77,143, respectively
Convertible notes payable - including accrued interest of $333,092 and $0, net of debt discount of $174,816 and $0, respectively
Notes payable - related party
Derivative liability
Due to stockholder
60 shares of Preferred Stock, par value $0.001, designated as Series B Convertible Preferred Stock, 30 and 0 shares issued and outstanding as of December 31, 2016 and 2015, respectively. Liquidation preference of $750,000.
Total Current Liabilities		705,331
Note payable - related parties, net of debt discount of $163,801 and $0, respectively
TOTAL LIABILITIES		705,331
STOCKHOLDERS' DEFICIT
Additional paid-in capital
Accumulated deficit
TOTAL STOCKHOLDERS' DEFICIT
Non-controlling interest
TOTAL STOCKHOLDERS' DEFICIT		(236,525)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 468,806