Organization and Business Description

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. Organization and Business Description

CSA Holdings Inc. (“we,” “us,” “our,” “CSA Holdings,” or the “Company”) was incorporated in Nevada on June 12, 2013 under the name Asta Holdings, Corp. The name was changed to CSA Holdings, Inc. effective July 9, 2015. Following our September 4, 2015 acquisition of a 100% ownership interest in CSA, LLC (“Canna Security”), our wholly owned subsidiary, we became a security solutions provider catering to businesses in the legalized cannabis industry. We provide our customers security system design services, installation, consulting services in physical security solutions and security systems as part of the state licensing process in the legalized cannabis business.

Acquisition of Canna Security and Recapitalization

On September 4, 2015, our wholly-owned subsidiary, CSA Acquisition Subsidiary, was merged with and into Canna Security. Pursuant to the terms of the merger and exchange agreement (“Agreement”), Canna Security became the surviving corporation, and as such, continues as a wholly-owned subsidiary.

Immediately prior the closing of the merger, the previous controlling stockholders agreed to cancel approximately 103,000,000 shares of common stock; and all of the CSA LLC outstanding member units were converted into shares of common stock resulting in a net recapitalization common stock issuance of 30,196,272, representing approximately 70% of the outstanding shares of our Company’s common stock after giving effect to the Merger. The common stock issuance was accounted for as a recapitalization in accordance with accounting principles generally accepted in the United States (“US GAAP”) and the Rules and Regulations as promulgated by the United States Securities and Exchanges Commission (“SEC”).

In accordance with US GAAP, Canna Security was deemed the accounting acquirer. Further, as of the date of the recapitalization transaction, the legal acquirer, CSA Holdings, Inc., was also deemed the accounting acquiree. The transaction is deemed to be equivalent to the issuance of stock by the Canna Security for the net monetary assets (liabilities) of CSA Holdings, Inc. accompanied by a recapitalization. The accounting is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets were recorded. Upon completion of the transaction, the consolidated financial statements include the assets and liabilities of both CSA Holdings and Canna Security, and the historical operations of Canna Security. The accompanying financial statements reflect the recapitalization retroactively applied to all periods presented.

Acquisition of Big Al’s and Precision Operations Group’s Assets

On July 26, 2016, our wholly owned subsidiary CSA, LLC (the “Buyer”) entered into an asset purchase agreement (“Agreement”) with Big Al’s Security Team, LLC, BAST Oregon, LLC, BAST Arizona, LLC, Precision Operations Group, Inc. and Precession Operations Group SHS, LLC (collectively referred to herein as the “Sellers”) and closed the transaction on August 18, 2016. The Agreement provided for a cash payment of $350,000 to the Sellers and issuance of 12,000,000 shares of restricted common stock of the Company and an earn-out of up to $100,000 in cash and an additional 4,000,000 shares of restricted common stock of the Company in exchange for the acquisition of the Sellers’ assets and specified liabilities related to the business of providing security services for (1) high profile individuals, (2) event security, (3) commercial security, (4) identity verification and (5) cannabis security for employers, facilities, retail stores as well as money and cannabis transportation services.

The following is an analysis of consideration provided, assets acquired and goodwill.

Description	Amount
Stocks issued	$	720,175
Cash given		350,000
Assets acquired, NBV		(38,405	)
Liability assumed		25,748
Goodwill	$	1,057,508

On August 5, 2016, we entered into an amended and restated settlement agreement (“Settlement Agreement”) with Daniel Williams, our former Chief Executive Officer and member of our Board of Directors. The settlement agreement provided for a cash payment of $575,000 to us to settle a dispute related to an Internal Revenue Service (“IRS”) administrative action against us and Mr. Williams for federal taxes owed to the IRS by the Company. The cash paid to the Company was used to satisfy the IRS administrative action at a cost of approximately $250,000, not including any additional interest and penalties. We used the remaining cash for working capital purposes. The Company and Mr. Williams also agreed to a mutual release of claims.

Of the total funds received from Mr. Williams, $350,000 was used for the purchase of the assets from Big Al’s.

On August 5, 2016, three purchasers (“Purchasers”), entered into stock purchase agreements to acquire an aggregate of 50,000,000 shares of restricted common stock of the Company (“Shares”) owned by Mr. Williams for an aggregate purchase price of $700,000. The Purchasers consisted of (1) Emil Assentato who purchased 43,571,429 of the Shares, (2) Silvestro Spilabotte, Jr. who purchased 2,142,857 of the Shares, and (3) 15E 30 West Street, LLC who purchased 4,285,714 of the Shares. The source of the funds for the consideration paid by Purchasers was personal funds with respect to Mr. Assentato and Mr. Spilabotte, Jr. and equity contributions from investors in 15E 30 West Street, LLC. Upon purchase of the shares, Purchasers beneficially owned approximately 50.19% of the voting securities of the Company as of August 5, 2016.

CSA HOLDINGS INC. 10-K/A