UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
General Employment Enterprises, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
Common Stock, No Par Value
(Title of Class of Securities)
224051102
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(CUSIP Number)
Brandon Simmons
11921 Brinley Avenue
Louisville, KY 40243
502-303-2875
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 224051102
1. Names of Reporting Persons:
Brandon Simmons
2. Check the appropriate box if a member of a group
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e) /_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is a U.S. citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 12,825,281
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 12,825,281
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,825,281
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51%
14. TYPE OF REPORTING PERSON IN
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CUSIP No. 224051102
1. Names of Reporting Persons:
Trinity HR, LLC
2. Check the appropriate box if a member of a group
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e) /_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is a Kentucky Limited Liability Company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 3,500,000
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 3,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500,000
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9%
14. TYPE OF REPORTING PERSON OO
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CUSIP No. 224051102
1. Names of Reporting Persons:
Trinity HR Services, LLC
2. Check the appropriate box if a member of a group
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e) /_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is a Delaware Limited Liability Company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 0
8. SHARED VOTING POWER 9,325,281
9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 9,325,281
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,325,281
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.1%
14. TYPE OF REPORTING PERSON OO
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, no par value per share,
of General Employment Enterprises, Inc. GEE's principal executive
offices are located at One Tower Lane, Suite 2200, Oakbrook Terrace, IL
60181.
Brandon Simmons is co-manager of Trinity HR Services, LLC, a Delaware
limited liability company, and Trinity HR, LLC, a Kentucky limited
liability company, along with Jeff Moody and J. Sherman Henderson III.
Trinity HR beneficially owns 3,500,000 shares and Trinity Services
beneficially owns 9,325,281 shares. Moody, Simmons, and Henderson all
share beneficial ownership with respect to the shares in that they
share voting and divestment authority, such decisions requiring a
unanimous vote.
Item 2. Identity and background.
Simmons is a U.S. citizen with an address at 11921 Brinley Ave.,
Louisville, KY 40243. Simmons' principal occupation is as a composer
and performing artist, although he spends a substantial amount of his
time on the business activities of Trinity HR and Trinity Services.
Simmons has not been a party to a criminal or civil proceeding required
to be disclosed herein. Trinity HR is a Kentucky limited liability
company and Trinity Services is a Delaware limited liability company,
each with a principal business address at l1921 Brinley Ave.,
Louisville, KY 40243. They are engaged in a limited amount of
passive business investment activities.
Item 3. Source and amount of funds or other consideration.
The primary sources of Trinity Services' funds for acquiring PSQ were
seller financing from Mr. Skaggs (see Exhibit 7.2) and approximately
$45,000 of short term borrowings from Derby Capital, LLC, an affiliate
of Henderson and Moody.
Item 4. Purpose of transaction.
Trinity HR received the shares from its subsidiary, RFFG, LLC, as
partial payment on a sale by RFFG of its business to GEE. Trinity
Services purchased PSQ primarily to protect the value of its GEE shares
held by Trinity HR and for investment purposes. The reporting persons
have no current plans to become involved in GEE's affairs. However,
Trinity Services does anticipate selling a majority interest in itself
to a party or parties who would be expected to take a significantly
more active role in attempting to increase shareholder value.
Item 5. Interest in Securities of the Issuer.
(a) Simmons beneficially owns 12,825,281 shares of GEE common stock,
which amounts to 51.0 % of GEE's outstanding common stock. Trinity
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Services beneficially owns 9,325,281 shares, which amounts to
37.1% of GEE's outstanding common stock. Trinity HR beneficially
owns 3,500,000 GEE shares, which amounts to 13.9% of GEE's
outstanding common stock.
(b) Simmons shares voting and divestment powers with respect to all
12,825,281 Shares. Trinity Services shares voting and divestment
powers with respect to the 9,325,281 shares owned by it. Trinity
HR shares voting and divestment powers with respect to the
3,500,000 shares owned by it.
(c) Trinity HR received 3,500,000 Shares from RFFG, LLC on December 21,
2011 as a distribution from RFFG, which is wholly owned by Trinity
HR. RFFG obtained beneficial ownership of those shares in early
September 2011 as a prospective purchase price payment from GEE to
RFFG in connection with the sale by RFFG to GEE of a portion of
its business on December 30, 2010 and reported on Form 8-K on
January 5, 2011 (the Shares were issued and received in early
October 2011). Trinity received indirect beneficial ownership of
those shares by virtue of purchasing RFFG from WTS Acquisition LLC
as of September 8, 2011.
Trinity Services became a beneficial owner of 9,325,281 shares by
virtue of purchasing PSQ, LLC, the former owner of the shares, on
December 12, 2011, for $500,000 from Gregory L. Skaggs, and then
distributing the shares to itself the following day. Trinity
Services has pledged these Shares to Skaggs to collateralize
payment of the balance of the purchase price.
(d) Brandon Simmons and Tiffany Simmons, his wife, are the sole
members of Trinity HR and Trinity Services and as such enjoy the
right to receive distributions from those companies received in
respect of sales of shares. Ms. Simmons is not a beneficial owner
of the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Materials to be filed as Exhibits.
7.1 Joint Filing Agreement
7.2 Interest Purchase Agreement
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: December 30, 2011
/s/ Brandon Simmons
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Brandon Simmons
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Exhibit 7.1
JOINT STATEMENT AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the
purchase of beneficial ownership of 3,500,000 shares of General
Employment Enterprises, Inc. common stock by Trinity HR, LLC and
9,325,281 shares of GEE common stock by Trinity HR Services, LLC.
TRINITY HR SERVICES, LLC
By:/s/ Brandon Simmons
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Brandon Simmons, Manager
TRINITY HR, LLC
By:/s/ Brandon Simmons
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Brandon Simmons, Manager
/s/ Brandon Simmons
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Brandon Simmons, in his individual
capacity
Exhibit 7.2
Exhibit
INTEREST PURCHASE AGREEMENT
This Interest Purchase Agreement (the "Agreement") is
made as of December 12, 2011, by and between Gregory L. Skaggs
("Seller") and Trinity HR Services, LLC ("Buyer").
ARTICLE 1.
SALE AND TRANSFER OF INTEREST
1.1 Interest. Seller hereby sells and transfers his 100%
membership interest (the "Interest") in PSQ, LLC (the
"Company") to Buyer, and Buyer purchases the Interest from
Seller, free and clear of all liens and encumbrances on
the Interest.
1.2 Purchase Price. The Purchase Price for the Interest shall
be $500,000, $164,000 of which Seller acknowledges prior
receipt of, two payments of $61,000 each on the date hereof,
December 12, 2011 and January 12, 2012, and 9 monthly
payments on the 12th day of each month commencing February
12, 2012 and ending October 12, 2012, 2012 in the amount of
$23,778.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER
As a inducement to Buyer to enter into this Agreement, Seller
hereby represents and warrants to Buyer as follows (except as set
forth in Schedule 2 delivered to Buyer in connection herewith):
2.1 Authority; No Conflict or Default.
(a) This Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable against Seller in
accordance with its terms, and Seller has the absolute and
unrestricted right, power, authority, and capacity to
execute and deliver this Agreement and to perform his
obligations under this Agreement.
(b) Neither the execution and delivery of this Agreement
nor the consummation or performance hereof will, directly
or indirectly: (i) contravene, conflict with, or result
in a violation of (A) any provision of the organizational
documents of the Company, or (B) any resolution adopted by
the members of the Company; or (ii) contravene, conflict
with, or result in a violation of, or give any governmental
body or other person the right to challenge any of the
transactions contemplated hereby or to exercise any
remedy or obtain any relief under, any legal requirement
or any order to which Company or Seller may be subject.
2.2 Required Consents. Seller is not, nor will it be required
to, give any notice to or obtain any consent from any
person in connection with the execution and delivery of
this Agreement or the consummation or performance of any
of the transactions contemplated hereby.
2.3 Title to Interest. Seller owns the Interest free and clear
of all encumbrances.
2.4 Brokers or Finders. Seller has incurred no liability for
brokerage or finders' fees or agents' commissions or
other similar payment in connection with this Agreement.
2.5 Investments. Seller represents and warrants that Company's
sole liabilities are those set forth in Schedule 3.5 and
that Company's sole assets are 9,325,281 shares of common
stock of General Employment Enterprises, Inc.
2.6 Disclosure. No representation or warranty of Seller in this
Agreement or any certificate delivered pursuant hereto
or otherwise in connection with the transactions
contemplated hereby omits to state a material fact necessary
to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading. There
is no fact known to Seller that has specific application
to the Company or its investments that materially adversely
affects or, as far as Seller can reasonably foresee,
materially threatens, the assets, business, prospects,
financial condition, or results of operations of the Company
that has not been set forth in this Agreement.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER
As an inducement to Seller to enter into this Agreement
and to consummate the transaction contemplated hereby, Buyer hereby
represents and warrants to Seller, as of the date hereof and
as of the Closing Date, as follows:
3.1 Organization and Good Standing. Buyer is a limited
liability company, validly existing under the laws of the
State of Delaware.
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3.2 Authority; No Conflict.
(a) Enforceability. This Agreement constitutes the legal,
valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms. Upon the
execution and delivery by Buyer of this Agreement, this
Agreement will constitute the legal, valid, and binding
obligations of Buyer, enforceable against Buyer in
accordance with its respective terms. Buyer has the absolute
and unrestricted right, ower, and authority to execute
and deliver this Agreement and to perform its obligations
under this Agreement.
(b) No Conflict. Neither the execution and delivery of this
Agreement by Buyer nor the consummation or performance of
any of the transactions contemplated hereby by Buyer will
give any person the right to prevent, delay, or otherwise
interfere with any of the transactions contemplated hereby
pursuant to: any provision of Buyer's organizational
documents; any legal requirement or order to which Buyer
may be subject; or any contract to which Buyer is a party or
by which Buyer may be bound.
3.3 Consents. Buyer is not and will not be required to obtain
any consent from any Person in connection with the execution
and delivery of this Agreement or the consummation or
performance of any of its obligations hereunder.
3.4 Brokers or Finders. Buyer has incurred no liability for
brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement.
ARTICLE 4. GENERAL PROVISIONS
4.1 Binding Agreement; Assignment. This Agreement and the right
of the parties hereunder shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors, assigns, heirs, estates and legal
representatives. This Agreement may be assigned, provided
the assignee enters into such agreements as may be
reasonably requested by the other party hereto to
substitute itself for the party from which it receives such
assignment.
4.2 Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one
and the same instrument. Receipt of telecopied or scanned
and emailed signature pages shall have the same legal effect
as the receipt of original signature pages.
4.3 Expenses. The parties hereto will each pay their own
attorneys and accountant fees, expenses and disbursements
in connection with the negotiation and preparation of this
Agreement and all other costs and expenses incurred in
performing and complying with all conditions to be performed
under this Agreement.
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4.4 Further Assurances. Upon reasonable request from time to
time, the parties hereto will deliver and/or execute such
further instruments as are necessary or appropriate to the
consummation of the transactions contemplated by this
Agreement.
5.6 No Third-Party Beneficiaries. This Agreement is not intended,
and shall not be deemed, to confer upon or give any
Person except the parties hereto and their respective
successors and assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by
reason of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first set forth above.
SELLER:
/s/ Gregory L. Skaggs
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Gregory L. Skaggs
BUYER:
TRINITY HR SERVICES, LLC
By: /s/ Brandon Simmons
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Brandon Simmons
Manager
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