First Rate Staffing Corporation acquired assets of Loyalty Staffing Services from Nancy Esteban for $1.5 million on February 11, 2014. The purchase price consists of $0.5 million in cash and 0.5 million shares of the First Rate Staffing's common stock, valued at a price of $2 per share. The agreement provides that: (1) $0.1 million of the cash portion of the purchase price shall be paid $0.05 million within five business days of the release of certain Uniform Commercial Code liens and personal guarantees and an additional $0.05 million sixty days from the date of such release. (2) First Rate Staffing shall execute a promissory note for the remaining $0.4 million with approximately $0.08 million payable six months after the closing date of the agreement and $0.33 million payable 30 months after such closing date. Nancy Esteban has the option of converting all or any part of the $0.4 million balance into First Rate Staffing's common stock at the then prevailing trading price or market value at the time of closing of the agreement or $2 per share. As of December 31, 2013, Loyalty Staffing Services had revenues of $7.94 million, EBIT of $0.26 million, total assets of $0.78 million, Total members' equity of $0.57 million and net income of $0.19 million. As part of the agreement Nancy Esteban, will become an employee of First Rate Staffing Corporation.

First Rate Staffing Corporation completed the acquisition of assets of Loyalty Staffing Services from Nancy Esteban on February 11, 2014.