UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the fiscal year ended May 31, 2012
or
| ¨ | TRANSACTION REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from _____to _____
COMMISSION FILE NUMBER: 333-169152
STAFFING 360 SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 7350 | 68-0680859 |
|
(State or other jurisdiction of organization) |
(Primary Standard Industrial Classification Code) |
(IRS Employer Identification |
300 S. Pine Island Road, Suite 305
Fort Lauderdale, FL 33324
(800)330-1860
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Securities registered under Section 12(b) of the Exchange Act:
| Title of Each Class: | Name of Each Exchange on Which Registered: | |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer £ | Accelerated filer £ | Non-accelerated filer £ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the act): Yes x No ¨
There was no trading market for the Registrants voting stock on the last business day of the Registrant’s most recently completed second fiscal quarter.
As of September 13, 2012, 7,620,000 shares of common stock, $0.00001 par value per share, were outstanding.
Explanatory Note
Staffing 360 Solutions, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended May 31, 2012 (the “Form 10-K”), filed with the Securities and Exchange Commission on September 13, 2012 (the “Original Filing Date”), solely to furnish certain exhibits to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Schema | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Label Linkbase | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
a) The following documents are filed as part of this report:
(1) Financial Statements and Report of Independent Registered Public Accounting Firm *.
(2) Financial Statement Schedule: None.
(3) Exhibits
| Exhibit No. | Description |
| 3.1 (1) | Articles of Incorporation |
| 3.2 (1) | Bylaws |
| 10.1* | Employment Agreement between the Company and Allan Hartley, dated December 15, 2011. |
| 10.2* | Assignment of Employment Agreement by and between TRIG Capital Partners, LLC and the Company, dated February 21, 2012. |
| 31.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS ** | XBRL Instance Document |
| 101.SCH ** | XBRL Taxonomy Schema |
| 101.CAL ** | XBRL Taxonomy Calculation Linkbase |
| 101.DEF ** | XBRL Taxonomy Definition Linkbase |
| 101.LAB ** | XBRL Taxonomy Label Linkbase |
| 101.PRE ** | XBRL Taxonomy Presentation Linkbase |
(1) Filed as an Exhibit on Form S-1 with the SEC on September 2, 2010.
* Previously filed or furnished, as applicable, with the Company’s annual report on Form 10-K for the year ended May 31, 2012, filed with the Securities and Exchange Commission on September 13, 2012.
** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STAFFING 360 Solutions | ||
| Date: October 11, 2012 | By: | /s/Allan Hartley |
| Allan Hartley | ||
| Chief Executive Officer | ||
| (Duly Authorized Officer and Principal Executive Officer) | ||
| By: | /s/ Adam Wasserman | |
| Adam Wasserman | ||
| Chief Financial Officer | ||
| (Duly Authorized Officer and Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Alfonso J. Cervantes | President, Treasurer, Secretary, and Director | October 11, 2012 | ||
| Alfonso J. Cervantes | ||||
| /s/ Adam Wasserman | Chief Financial Officer and Director | October 11, 2012 | ||
| Adam Wasserman | (Duly Authorized Officer and Principal Financial Officer) |
|||
| /s/Alida Heyer | Director | October 11, 2012 | ||
| Alida Heyer |