UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10K



(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year endedMay 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 ̈Nox



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 ̈Nox



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. YesxNo ̈



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). YesxNo ̈



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): YesxNo ̈



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.











TABLE OF CONTENTS



|           |                                                                                                              |    | PAGE | 
|---------- | ------------------------------------------------------------------------------------------------------------ | -- | ---- | 
|           | PART I                                                                                                       |    |      | 
|ITEM 1.    | Business                                                                                                     |    | 4    | 
|ITEM 1A.   | Risk Factors                                                                                                 |    | 5    | 
|ITEM 1B.   | Unresolved Staff Comments                                                                                    |    | 5    | 
|ITEM 2.    | Properties                                                                                                   |    | 6    | 
|ITEM 3.    | Legal Proceedings                                                                                            |    | 6    | 
|ITEM 4.    | Mine Safety Disclosures                                                                                      |    | 6    | 
|           |                                                                                                              |    |      | 
|           | PART II                                                                                                      |    |      | 
|ITEM 5.    | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |    | 6    | 
|ITEM 6.    | Selected Financial Data                                                                                      |    | 7    | 
|ITEM 7.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        |    | 7    | 
|ITEM 7A.   | Quantitative and Qualitative Disclosures About Market Risk                                                   |    | 13   | 
|ITEM 8.    | Financial Statements                                                                                         |    | 13   | 
|ITEM 9.    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |    | 14   | 
|ITEM 9A.   | Controls and Procedures                                                                                      |    | 14   | 
|ITEM 9B.   | Other Information                                                                                            |    | 15   | 
|           |                                                                                                              |    |      | 
|           | PART III                                                                                                     |    |      | 
|ITEM 10.   | Directors, Executive Officers and Corporate Governance                                                       |    | 16   | 
|ITEM 11.   | Executive Compensation                                                                                       |    | 18   | 
|ITEM 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |    | 20   | 
|ITEM 13.   | Certain Relationships and Related Transactions, and Director Independence                                    |    | 20   | 
|ITEM 14.   | Principal Accounting Fees and Services                                                                       |    | 21   | 
|           |                                                                                                              |    |      | 
|           | PART IV                                                                                                      |    |      | 
|ITEM 15.   | Exhibits, Financial Statement Schedules                                                                      |    | 21   | 
|           |                                                                                                              |    |      | 
|SIGNATURES |                                                                                                              | 22 |     



2







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This Annual Report on Form 10-K includes
a number of forward-looking statements that reflect our current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements. Forward-looking statements include those that address activities, developments or events that we expect or anticipate
will or may occur in the future. All statements other than statements of historical facts contained in this Annual Report, including
statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management
for future operations, are forward-looking statements. These statements reflect the current views of management with respect to
future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements,
or industry results, to be materially different from those described in the forward-looking statements. We undertake no obligation
to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise. We advise
you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”),
particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.



As used in this Annual Report, the terms
“we,” “us,” “our,” “Staffing 360°” and the “Company” mean Staffing
360° Solutions, Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Annual Report are expressed
in U.S. dollars, unless otherwise indicated.



The disclosures set forth in this report
should be read in conjunction with our financial statements and notes thereto for the year ended May 31, 2012. Because of the nature
of a relatively new company, the reported results will not necessarily reflect the operating results that will be achieved in the
future.



3







PART I

ITEM 1. BUSINESS



General



Staffing 360° Solutions, Inc. was incorporated
in the State of Nevada on December 22, 2009, as Golden Fork Corporation (“Golden Fork”). On March 16, 2012, the Company
filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to change its name from Golden
Fork to Staffing 360 ̊ Solutions, Inc.



On February 15, 2012, TRIG Capital Group,
an affiliate of the Company, executed a Letter of Intent to acquire IDC Technologies, Inc., a successful Silicon Valley IT staffing
and business processing outsourcing company (“IDC”). On February 21, 2012, TRIG Capital Group assigned the Letter of
Intent to us.



On February 17, 2012, Alida Heyer
(the “Seller”), who held the voting rights equivalent to 78.7% of the outstanding shares of common stock of the
Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with TRIG Special Purpose 1,
LLC, a Nevada Corporation, (the “Purchaser”) to sell to the Purchaser all her shares of the Company’s
common stock, consisting of 2,000,000 shares (the “Shares”). Following the sale of the Shares, the Company
effected a one-for-three forward split on April 13, 2012. Pursuant to the Stock Purchase Agreement, the Purchaser paid the
Seller $240,000 for the Shares in a private transaction and the Company has become a 78.7% owned subsidiary of TRIG Special
Purpose 1, LLC ) (“TRIG”) and there has been a change in control. The Company’s President and Director,
Alfonso J. Cervantes, through his beneficial ownership of Trilogy Capital Partners, Inc. (”Trilogy
Capital”), beneficially holds 50% of TRIG.



In March 2012, the Company commenced its
operations in the international staffing sector pursuant to a consolidation business model. The Company anticipates initially acquiring
a platform company concurrent with an Alternative Public Offering as it pursues the acquisition of a broad spectrum of staffing
agencies in the IT, financial, accounting, healthcare and banking industries. We are a start-up corporation and have not yet generated
or realized any revenues from our business operations.



Between March 5, 2012 and May
2012, we entered into a Note Purchase Agreements and a related Note Agreement (the “Note Agreements”). Pursuant
to the Note Agreements, we issued a Note in the aggregate principal amount of $250,000 (the "Note). The Notes bear
interest at the rate of 12% per annum and are  due on February 20, 2013. Interest shall accrue and be payable on the last day
of every fiscal quarter commencing March 31, 2012 and on the Maturity Date. We shall not have the right to prepay this Notes.
However, within 15 days following the closing of an acquisition of a suitable platform company, we will pay the Notes
(principal amount and accrued but unpaid interest) by delivering to the holders shares of common stock of the Company at a
common stock price equal to 50% of the following: (i) if the securities sold in the equity raise (“PIPE”) consist
solely of common stock, the per share price of the common stock; (ii) if the securities sold in the PIPE consist solely
common stock and securities exercisable for (e.g. warrants) or convertible into (e.g. convertible preferred stock or
convertible debt) or common stock, the lowest of the per share price of the common stock and the exercise or conversion price
of the other securities; and (iii) if the securities sold in the PIPE consist solely of securities exercisable for or
convertible into common stock, the lowest of the exercise price or conversion price of such securities.



4







On April 13, 2012, the Company received
approval from the Financial Industry Regulatory Authority (“FINRA”) for its name change and a forward split of the
Company’s issued and outstanding shares on a basis of 1 for 3 (the “Forward Split”). Upon effect of the Forward
Split, the Company’s issued and outstanding shares of common stock shall increase from 2,540,000 to 7,620,000. FINRA declared
the Forward Split effective as of April 13, 2012. In connection with the name change, the Company’s trading symbol was changed
from “GDNF” to “STAF” (the “Symbol Change”).



The Company is presented as a development
stage company. Activities during the development stage include organizing the business and raising capital. The Company is a development
stage company with no revenues and no profits. Since the Company has a limited operating history, there is only a limited basis
upon which to evaluate the Company’s performance and its prospects for achieving its intended business objectives



Limited Operating History



The Company has generated no independent financial history and
has not previously demonstrated that it will be able to expand its business. Our business is subject to risks inherent in growing
an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.



There is no historical financial information to base an evaluation
of our performance. We are in development stage operations and have yet to generate revenues. We cannot guarantee we will be successful
in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including
limited capital resources and possible cost overruns.



We will be seeking equity financing in the future in order to
obtain the capital required to implement our business plan. We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution to our existing shareholders.



ITEM 1A. RISK FACTORS.



Not required for smaller reporting companies



ITEM 1B. UNRESOLVED STAFF COMMENTS.



Not applicable.



5







ITEM 2. PROPERTIES.



Our office is currently located at 641
Lexington Ave, Suite 1526, New York, NY  10022.Our telephone number is 800-330-1860. We sublease space from a shareholder.



ITEM 3. LEGAL PROCEEDINGS.



From time to time, we may become involved
in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY.



No Public Market for Common Stock



There is no trading market for our common stock at present and
there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does
develop, that it will continue.



Holders of Common Stock



We have 28 record holders of our common
stock as of September 12, 2012.



Dividends



We have never paid any cash dividends on
our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable
future. Our current business plan is to retain any future earnings to finance the expansion development of our business.



Recent Sales of Unregistered Securities



None.



Securities Authorized for Issuance under Equity Compensation
Plans.



The Company, at the current time, has no
stock option plan or any equity compensation plans



6







ITEM 6. SELECTED FINANCIAL DATA.



Not required for smaller reporting companies.



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.



The following plan of operation provides
information which management believes is relevant to an assessment and understanding of our results of operations and financial
condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number
of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking
statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or
words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from our predictions.



Plan of Operation



In March 2012, we commenced limited operations
in the international staffing sector pursuant to a consolidation business model. We anticipate initially acquiring a platform company
concurrent with an Alternative Public Offering as we pursue the acquisition of a broad spectrum of staffing agencies in the IT,
financial, accounting, healthcare and banking industries. We are a start-up corporation and have not
yet generated or realized any revenues from our business operations.



On February 15, 2012, TRIG Capital Group,
an affiliate of the Company, executed a Letter of Intent to acquire IDC Technologies, Inc., a successful Silicon Valley IT staffing
and business processing outsourcing company (“IDC”). On February 21, 2012, TRIG Capital Group assigned the Letter of
Intent to us.



Limited Operating History



The Company has generated no independent
financial history and has not previously demonstrated that it will be able to expand its business. Our business is subject to risks
inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales
methods.



There is no historical financial information
to base an evaluation of our performance. We are in development stage operations and have yet to generate revenues. We cannot guarantee
we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns.



We will be seeking equity financing in
the future in order to obtain the capital required to implement our business plan. We have no assurance that future financing will
be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue,
develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.



7







Critical Accounting Policies and Estimates



Our significant accounting policies are
more fully described in Note 1 to our financial statements for the year ended May 31, 2012 contained herein. We believe that the
following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion
and analysis.



Our financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to
bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical
experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses,
assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial
statements.



Stock-based compensation



We account for stock-based instruments
issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations
the grant-date fair value of stock options and other equity based compensation issued to employees. There were no options outstanding
as of May 31, 2012. We account for non-employee share-based awards in accordance with ASC Topic 505-50.



Recent Accounting Pronouncements



In September 2011, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350):
Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the
option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the
fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances
that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances
that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure
an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for
annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted,
including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s
financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not
expected to have a material impact on the Company’s financial position or results of operations.



In June 2011, the FASB issued ASU 2011-05,
“Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods
beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates
the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.
In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately
on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in
financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive
income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected
to have a material impact on our financial position or results of operations.



In May 2011, the FASB issued ASU 2011-04,
“Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends
certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update
include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the
valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the
unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and
best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair
value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure
of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on
December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our
financial statements.



In April 2011, the FASB issued ASU 2011-02,
“Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”.
This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance,
the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR,
certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning
on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year
of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance
will have a material impact on its financial statements.





Results of operations



For the year ended May 31, 2012 as
compared to the year ended May 31, 2011



Revenues



Since inception, we have not generated any revenues.



Operating expenses



For the year ended May 31, 2012,
operating expenses amounted to $241,838 as compared to $12,550 for the year ended May 31, 2011, an increase of $229,288 or
1,827.0%. For the years ended May 31, 2012 and 2011, operating expenses consisted of the following:



8







|                                 |  | For the Year Ended  May 31, 2012 |         |  | For the Year Ended  May 31, 2011 |  
|-------------------------------- |  | -------------------------------- | ------- |  | -------------------------------- | -
|Compensation and benefits        |  | $                                | 37,008  |  |                                  | $
|Consulting fees – related party  |  |                                  | 109,500 |  |                                  |  
|Rent – related party             |  |                                  | 2,000   |  |                                  |  
|Professional fees                |  |                                  | 82,370  |  |                                  |  
|Other general and administrative |  |                                  | 10,960  |  |                                  |  
|                                 |  |                                  |         |  |                                  |  
|Total Operating Expenses         |  | $                                | 241,838 |  |                                  | $



For the year ended May 31, 2012, the
increase in our operating expenses as compared to year ended May 31, 2011 was primarily attributable to:



| | · | An increase in compensation and benefits
of $37,008. In February 2012, we hired our chief executive officer pursuant to an employment agreement.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | During the year ended May 31, 2012,
                                                                                                                             we incurred consulting fees to related parties of $109,500 for management and business development services
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | For the year ended May 31, 2012, we incurred
professional fees of $82,370 including consulting fees of $39,486 for business development services, accounting fees of $3,500,
legal fees of $25,846, and other professional fees of $13,538. We expect professional fees to increase substantially as we incur
significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange
Commission and professional fees in connection with our new business model. In March 2012, we commenced limited operations in the
international staffing sector pursuant to a consolidation business model ad new expect to incur additional legal, consulting and
other fees related to these operation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We also experienced an increase in general
and administrative expenses in the 2012 period and expect these expenses to increase in the near future as we implement our business
plan.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Other Expenses



For the year ended May 31, 2012, we incurred
aggregate interest expense of $2,975 and $68 related to outstanding notes payable and related party notes, respectively. We did
not incur interest expense in the 2011 period.



Net Loss



As a result of the factors described above,
our net loss for the year ended May 31, 2012 and 2011 was $244,881 and $12,550, or a net loss per common share of $0.03 and $0.00
(basic and diluted), respectively.



9







Liquidity and capital resources



Liquidity is the ability of a company to
generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
We have been funding our operations through the sale of our common stock and from advances from our former majority shareholder/office/director.



Our primary uses of cash have been for
professional fees related to our operations and financial reporting requirement and for the payment of compensation and benefits.
All funds received have been expended in the furtherance of growing the business and implementing our business plan. The following
trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:



| | · | An increase in working capital requirements
to finance targeted acquisitions,
| | - | -----------------------------------------------------------------------------

| | · | Addition of administrative and sales personnel
as the business grows,
| | - | ---------------------------------------------------------------------

| | · | Increases in advertising, public relations
and sales promotions for existing and new brands as the company expands within existing markets or enters new markets,
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The cost of being a public company, and
| | - | ---------------------------------------

| | · | Capital expenditures to add additional
technology.
| | - | --------------------------------------------------



We are not aware of any known trends or
any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are
not aware of any matters that would have an impact on future operations.



Since inception, we have not had any revenue.
At May 31, 2012, we had a cash balance of $18,867. Since inception we have funded our operations as follows:



| | · | Since inception, we raised $27,000 from
the sale of common stock to fund our operating expenses and pay our obligations.
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | Pursuant to a term sheet wherebywe are
offering for sale promissory notes in the aggregate principalamount of up to $500,000 to provide funds for expenses related to
the acquisition of aprivately held staffing company, during the year ended May 31, 2012, we entered into Note Purchase Agreements
and a related Note Agreements (the “Note Agreements”). Pursuant to the Note Agreements, we issued Notes in the aggregate
principal amount of $250,000 (the "Notes). The Notes bear interest at the rate of 12% per annum and are due on February 20,
2013. Interest shall accrue and be payable on the last day of every fiscal quarter and on the Maturity Date. We shall not have
the right to prepay these Notes. However, within 15 days following the closing of an acquisition of a suitable platform company,
we will pay the Notes (principal amount and accrued but unpaid interest) by delivering to the holders shares of common stock of
the Company at a common stock price equal to 50% of the following: (i) if the securities sold in the equity raise (“PIPE”)
consist solely of common stock, the per share price of the common stock; (ii) if the securities sold in the PIPE consist solely
common stock and securities exercisable for (e.g. warrants) or convertible into (e.g. convertible preferred stock
or convertible debt) or common stock, the lowest of the per share price of the common stock and the exercise or conversion price
of the other securities; and (iii) if the securities sold in the PIPE consist solely of securities exercisable for or convertible
into common stock, the lowest of the exercise price or conversion price of such securities.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10







| | · | In August 2012, we issued Notes with the
same terms as above in the aggregate principal amounts of $100,000.
| | - | ------------------------------------------------------------------------------------------------------------

| | · | On April 20, 2012, we entered into a note
agreement with Trilogy Capital Partners, Inc. (“Trilogy Capital”), a company majority owned by Company’s president
and director in the amount of $3,800. This note is unsecured, bears interest at 5.0% and is due one year from the note date. This
note was repaid on May 18, 2012. At May 31, 2012, interest due under this note amounted to $15 which has been included in due to
related parties on the accompanying balance sheet. For the year ended May 31, 2012, interest expense related to this note amounted
to $15.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In April 2012, we entered into various
note agreements with a Robert Y. Lee and Grandview Capital Corp. shareholders of TRIG in the aggregate amount of $9,600. These
notes are unsecured, bear interest at 5.0% and are due one year from the respective note date. At May 31, 2012, the aggregate principal
amounts due under these notes amounted to $9.600. At May 31, 2012, interest due under these notes amounted to $53 which has been
included in due to related parties on the accompanying balance sheet. For the year ended May 31, 2012, interest expense related
to these notes amounted to $53.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Subsequent to May 31, 2012, we entered
into various one-year note agreements with Trilogy Capital in the aggregate amount of $14,000. These notes are unsecured, bear
interest at 5.0% and are due one year from the respective note date.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | In August 2012, we entered into various
note agreements with a Robert Y. Lee and Grandview Capital Corp. shareholders of TRIG in the aggregate amount of $18,000. These
notes are unsecured, bear interest at 5.0% and are due one year from the respective note date.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We currently have no material commitments
for capital expenditures. We must raise funds to implement our business plan in order to pursue the acquisition of a broad spectrum
of staffing agencies in the IT, financial, accounting, healthcare and banking industries and for working capital. Currently, we
are unable to generate positive cash flow as a result of our operations.   We estimate that based on current plans
and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations,
without further financing, for up to 12 months. Other than working capital, we presently have no other alternative source of working
capital. Currently, we do not have sufficient working capital to fund the expansion of our operations and to provide working capital
necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating
expenses, pay our obligations, and grow our company. Therefore our future operations will be dependent on our ability to secure
additional financing.  Financing transactions may include the issuance of equity or debt securities, obtaining credit
facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and
debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are
able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed
to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional
equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences
or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict
our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional
financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.



11







We anticipate that depending on market
conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised
substantial doubt about our ability to continue as a going concern.



Our liquidity may be negatively impacted
by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate
governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities
and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial
compliance costs and to make some activities more time consuming and costly.



Operating activities



For the year ended May 31, 2012, net cash
flows used in operating activities amounted to $270,543 and was attributable to our net loss of $244,881, offset by the add back
of the non-cash item of donated services and rent of $4,000, and changes in operating assets and liabilities of $(29,653).



Financing activities



For the year ended May 31, 2012, net cash
flows provided by financing activities was $289,401 and was attributable to the sale of our common stock of $27,000, proceeds from
convertible debt of $250,000, and net cash received from related party notes of $9,600.We did not have any financing activities
in the 2011 period.



Contractual Obligations



We have certain fixed contractual obligations
and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest
rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the
timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination
of amounts presented in the tables, in order to assist in the review of this information within the context of our financial position,
results of operations, and cash flows.



The following tables summarize our contractual
obligations as of May 31, 2012 and the effect these obligations are expected to have on our liquidity and cash flows in future
periods.



|                                |  | Payments due by period |        
|------------------------------- |  | ---------------------- | -------
|Contractual obligations         |  | Total                  |        
|Convertible notes payable       |  | $                      | 250,000
|Notes payable – related parties |  |                        | 9,600  
|Total contractual obligations   |  | $                      | 259,600



12







Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.



ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.



Not required for smaller reporting companies.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.







STAFFING
360oSOLUTIONS, INC



(A
DEVELOPMENT STAGE COMPANY)

FINANCIAL
STATEMENTS

May 31, 2012
and 2011



13











STAFFING 360o
SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

INDEX TO FINANCIAL
STATEMENTS

May 31, 2012
and 2011



CONTENTS



|Report of Independent Registered Public Accounting Firm | F-2        
|------------------------------------------------------- | -----------
|                                                        |            
|Financial Statements:                                   |            
|                                                        |            
|Balance Sheets - As of May 31, 2012 and 2011            | F-3        
|                                                        |            
|Statements of Operations -                              |            
|For the Years ended May 31, 2012 and 2011               | F-4        
|                                                        |            
|Statements of Changes in Stockholders’ Deficit -        |            
|From December 22, 2009 (Inception) to May 31, 2012      | F-5        
|                                                        |            
|Statements of Cash Flows –                              |            
|For the Years ended May 31, 2012 and 2011               | F-6        
|                                                        |            
|Notes to the Financial Statements                       | F-7 to F-12





F-1













REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM







To the Board of Directors



Staffing 360o Solutions, Inc. (Formerly Golden Fork
Corporation)



(A Development Stage Company)



We have audited the accompanying balance sheets of Staffing
360o Solutions, Inc. (Formerly Golden Fork Corporation) (A Development Stage Company) as of May 31, 2012 and 2011 and
the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the periods then ended and from
inception (December 22, 2009) through May 31, 2012. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Staffing 360o Solutions, Inc. (Formerly Golden Fork Corporation)
as of May 31, 2012 and 2011, and the results of its operations and cash flows for the periods described above in conformity with
accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered a net
loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going
concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.







/s/
M&K CPAS, PLLC



www.mkacpas.com



Houston, Texas



September 13, 2012







F-2











STAFFING 360o
SOLUTIONS, INC

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



|                                                                                                                                                              |  | May 31, |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | --------
|                                                                                                                                                              |  | 2012    |         
|                                                                                                                                                              |  |         |         
|ASSETS                                                                                                                                                        |  |         |         
|                                                                                                                                                              |  |         |         
|CURRENT ASSETS:                                                                                                                                               |  |         |         
|Cash                                                                                                                                                          |  | $       | 18,867  
|Prepaid expenses                                                                                                                                              |  |         | 54,552  
|                                                                                                                                                              |  |         |         
|Total Current Assets                                                                                                                                          |  |         | 73,419  
|                                                                                                                                                              |  |         |         
|Total Assets                                                                                                                                                  |  | $       | 73,419  
|                                                                                                                                                              |  |         |         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                         |  |         |         
|                                                                                                                                                              |  |         |         
|CURRENT LIABILITIES:                                                                                                                                          |  |         |         
|Notes payable                                                                                                                                                 |  | $       | 250,000 
|Notes payable - related parties                                                                                                                               |  |         | 9,600   
|Accounts payable and accrued expenses                                                                                                                         |  |         | 25,795  
|Due to related parties                                                                                                                                        |  |         | 2,104   
|                                                                                                                                                              |  |         |         
|Total Current Liabilities                                                                                                                                     |  |         | 287,499 
|                                                                                                                                                              |  |         |         
|STOCKHOLDERS' DEFICIT:                                                                                                                                        |  |         |         
|Common stock ($0.00001 par value; 75,000,000 shares authorized; 7,620,000 and 6,000,000 shares issued and outstanding at May 31, 2012 and 2011, respectively) |  |         | 76      
|Additional paid-in capital                                                                                                                                    |  |         | 50,404  
|Deficit accumulated during development stage                                                                                                                  |  |         | (264,560
|                                                                                                                                                              |  |         |         
|Total Stockholders' Deficit                                                                                                                                   |  |         | (214,080
|                                                                                                                                                              |  |         |         
|Total Liabilities and Stockholders' Deficit                                                                                                                   |  | $       | 73,419  



The accompanying notes are an integral part
of these financial statements



F-3







|STAFFING 360o
SOLUTIONS, INC 
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|STATEMENTS OF OPERATIONS     



|                                            |  | For the Year Ended May 31, |           |   | For the Year Ended May 31, |   |           | For the Period from December 22, 2009 (Inception) to May 31, | 
|------------------------------------------- |  | -------------------------- | --------- | - | -------------------------- | - | --------- | ------------------------------------------------------------ | 
|                                            |  | 2012                       |           |   | 2011                       |   |           | 2012                                                         | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|REVENUES                                    |  | $                          | -         |   |                            | $ | -         |                                                              | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|OPERATING EXPENSES:                         |  |                            |           |   |                            |   |           |                                                              | 
|Compensation and benefit                    |  |                            | 37,008    |   |                            |   | -         |                                                              | 
|Consulting fees - related parties           |  |                            | 109,500   |   |                            |   | 3,000     |                                                              | 
|Rent - related party                        |  |                            | 2,000     |   |                            |   | 3,000     |                                                              | 
|Professional fees                           |  |                            | 82,370    |   |                            |   | 5,150     |                                                              | 
|Other general and administrative            |  |                            | 10,960    |   |                            |   | 1,400     |                                                              | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|Total Operating Expenses                    |  |                            | 241,838   |   |                            |   | 12,550    |                                                              | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|LOSS FROM OPERATIONS                        |  |                            | (241,838  | ) |                            |   | (12,550   | )                                                            | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|OTHER EXPENSES:                             |  |                            |           |   |                            |   |           |                                                              | 
|Interest expense                            |  |                            | (2,975    | ) |                            |   | -         |                                                              | 
|Interest expense - related parties          |  |                            | (68       | ) |                            |   | -         |                                                              | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|Total Other Expenses                        |  |                            | (3,043    | ) |                            |   | -         |                                                              | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|NET LOSS                                    |  | $                          | (244,881  | ) |                            | $ | (12,550   | )                                                            | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|NET LOSS PER COMMON SHARE:                  |  |                            |           |   |                            |   |           |                                                              | 
|Basic and diluted                           |  | $                          | (0.03     | ) |                            | $ | -         |                                                              | 
|                                            |  |                            |           |   |                            |   |           |                                                              | 
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |  |                            |           |   |                            |   |           |                                                              | 
|Basic and diluted                           |  |                            | 7,451,803 |   |                            |   | 6,000,000 |                                                              | 



The accompanying notes are an integral part
of these financial statements



F-4







|STAFFING 360o
SOLUTIONS, INC                      
|--------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                     
|STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT     
|From December 22, 2009 (Inception) to May 31, 2012



|                                       |  |              |           |  |            |   |    |         |  |   | Deficit     |   |  |               |         
|-------------------------------------- |  | ------------ | --------- |  | ---------- | - | -- | ------- |  | - | ----------- | - |  | ------------- | --------
|                                       |  |              |           |  |            |   |    |         |  |   | Accumulated |   |  |               |         
|                                       |  | Common Stock |           |  | Additional |   |    | During  |  |   | Total       |  
|                                       |  | Number of    |           |  |            |   |    | Paid-in |  |   | Development |   |  | Stockholders' |         
|                                       |  | Shares       |           |  | Amount     |   |    | Capital |  |   | Stage       |   |  | Deficit       |         
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Balance, December 22, 2009 (Inception) |  |              | -         |  |            | $ | -  |         |  | $ | -           |   |  | $             | -       
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Issuance of common stock to founders   |  |              | 6,000,000 |  |            |   | 60 |         |  |   | (60         | ) |  |               |         
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Donated services and rent              |  |              | -         |  |            |   | -  |         |  |   | 3,000       |   |  |               |         
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Net loss for the period                |  |              | -         |  |            |   | -  |         |  |   | -           |   |  |               | (7,129  
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Balance, May 31, 2010                  |  |              | 6,000,000 |  |            |   | 60 |         |  |   | 2,940       |   |  |               | (7,129  
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Donated services and rent              |  |              | -         |  |            |   | -  |         |  |   | 6,000       |   |  |               | -       
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Net loss for the year                  |  |              | -         |  |            |   | -  |         |  |   | -           |   |  |               | (12,550 
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Balance, May 31, 2011                  |  |              | 6,000,000 |  |            |   | 60 |         |  |   | 8,940       |   |  |               | (19,679 
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Issuance of common stock for cash      |  |              | 1,620,000 |  |            |   | 16 |         |  |   | 26,984      |   |  |               | -       
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Donated services and rent              |  |              | -         |  |            |   | -  |         |  |   | 4,000       |   |  |               | -       
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Debt Forgiven by director              |  |              | -         |  |            |   | -  |         |  |   | 10,480      |   |  |               | -       
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Net loss for the year                  |  |              | -         |  |            |   | -  |         |  |   | -           |   |  |               | (244,881
|                                       |  |              |           |  |            |   |    |         |  |   |             |   |  |               |         
|Balance, May 31, 2012                  |  |              | 7,620,000 |  |            | $ | 76 |         |  | $ | 50,404      |   |  | $             | (264,560



The accompanying notes are an integral part
of these financial statements



F-5







|STAFFING 360o
SOLUTIONS, INC 
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|STATEMENTS OF CASH FLOWS     



|                                                                                            |  | For the Year Ended May 31, |          |   | For the Year Ended May 31, |   |         | For the Period from December 22, 2009 (Inception) to May 31, | 
|------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | -------------------------- | - | ------- | ------------------------------------------------------------ | 
|                                                                                            |  | 2012                       |          |   | 2011                       |   |         | 2012                                                         | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                            |          |   |                            |   |         |                                                              | 
|Net loss                                                                                    |  | $                          | (244,881 | ) |                            | $ | (12,550 | )                                                            | 
|Adjustments to reconcile net loss from operations to net cash used in operating activities: |  |                            |          |   |                            |   |         |                                                              | 
|Donated services and rent expense                                                           |  |                            | 4,000    |   |                            |   | 6,000   |                                                              | 
|Changes in operating assets and liabilities:                                                |  |                            |          |   |                            |   |         |                                                              | 
|Prepaid expenses                                                                            |  |                            | (54,552  | ) |                            |   | -       |                                                              | 
|Accounts payable and accrued expenses                                                       |  |                            | 22,795   |   |                            |   | -       |                                                              | 
|Due to directors                                                                            |  |                            | 2,104    |   |                            |   | 6,550   |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|NET CASH USED IN OPERATING ACTIVITIES                                                       |  |                            | (270,534 | ) |                            |   | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                            |          |   |                            |   |         |                                                              | 
|Proceeds from notes payable                                                                 |  |                            | 250,000  |   |                            |   | -       |                                                              | 
|Proceeds from notes payable - related parties                                               |  |                            | 16,201   |   |                            |   | -       |                                                              | 
|Repayment of related party notes payable                                                    |  |                            | (3,800   | ) |                            |   | -       |                                                              | 
|Proceeds from sale of common stock                                                          |  |                            | 27,000   |   |                            |   | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   |  |                            | 289,401  |   |                            |   | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|NET INCREASE IN CASH                                                                        |  |                            | 18,867   |   |                            |   | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|CASH  - beginning of year                                                                   |  |                            | -        |   |                            |   | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|CASH - end of year                                                                          |  | $                          | 18,867   |   |                            | $ | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:                                          |  |                            |          |   |                            |   |         |                                                              | 
|Cash paid for:                                                                              |  |                            |          |   |                            |   |         |                                                              | 
|Interest                                                                                    |  | $                          | 484      |   |                            | $ | -       |                                                              | 
|Income taxes                                                                                |  | $                          | -        |   |                            | $ | -       |                                                              | 
|                                                                                            |  |                            |          |   |                            |   |         |                                                              | 
|Non-cash activities:                                                                        |  |                            |          |   |                            |   |         |                                                              | 
|Issuance for founder shares                                                                 |  |                            |          |   |                            |   |         |                                                              | 
|Debt forgiveness                                                                            |  | $                          | 2,801    |   |                            | $ | 6,550   |                                                              | 



The accompanying notes are an integral part
of these financial statements



F-6











STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization





Staffing 360o
Solutions, Inc.(the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork
Corporation (“Golden Fork”). On March 16, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation
(the “Amendment”) to change its name from Golden Fork to Staffing 360o Solutions,
Inc. The business purpose of Golden Fork was to enter into the catering services industry and to become
a recognized leader in our targeted market for onsite food preparation and catering services. Since the date of inception
to February 2012, the Company’s development activities related to the catering service business were minimal.





On February
17, 2012, Alida Heyer (the “Seller”), who held the voting rights equivalent to 78.7% of the outstanding shares of
common stock of the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with TRIG Special
Purpose 1, LLC, a Nevada Corporation, (the “Purchaser”) to sell to the Purchaser all her shares of the Company’s
common stock, consisting of 6,000,000 shares (the “Shares”). Pursuant to the Agreement, the Purchaser paid the Seller
$240,000 for the Shares in a private transaction and the Company has become a 78.7% owned subsidiary of TRIG Special Purpose 1,
LLC ) (“TRIG”) and there has been change in control. The Company’s President and Director, Alfonso J. Cervantes,
through his beneficial ownership of Trilogy Capital Partners, Inc. (”Trilogy Capital”), beneficially holds 50% of
TRIG.



In March 2012,
the Company commenced its operations in the international staffing sector pursuant to a consolidation business model. The Company
anticipates initially acquiring a platform company concurrent with an Alternative Public Offering as it pursues the acquisition
of a broad spectrum of staffing agencies in the IT, financial, accounting, healthcare and banking industries.



Basis of
presentation and going concern



These financial
statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and
are expressed in U.S. dollars. The Company’s fiscal year-end is May 31.





The Company
is presented as a development stage company.Activities during the development stage include organizing the business and
raising capital.  The Company is a development stage company with no revenues and no profits.  Since the Company has
a limited operating history, there is only a limited basis upon which to evaluate the Company’s performance and its prospects
for achieving its intended business objectives. Accordingly, these financial statements have been prepared
on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next
fiscal year.  Realization value may be substantially differentfrom carrying values as shown and these financial
statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should Staffing 360o Solutions, Inc. is unable to
continue as a going concern.  As of May 31, 2012, the Company has a working capital deficiency of $214,080, has not generated
revenues, has accumulated losses of $264,560 since inception, and for the year ended May 31, 2012 had net cash used in operations
of $270,534.  The continuation of Staffing 360o Solutions, Inc.
as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise
substantial doubt regarding the Company’s ability to continue as a going concern.









F-7









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Use of estimates



The preparation
of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the
useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances.
We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced
by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates
and the actual results, our future results of operations will be affected. Significant estimates in the 2012 and 2011 period include
the valuation of deferred tax assets.



Fair value measurements and fair
value of financial instruments



The Company
adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring
fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:



| | * | Level
                                                                                                        1-Inputs are unadjusted
                                                                                                        quoted prices in active
                                                                                                        markets for identical
                                                                                                        assets or liabilities
                                                                                                        available at the measurement
                                                                                                        date.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | * | Level
                                                                                                        2-Inputs are unadjusted
                                                                                                        quoted prices for similar
                                                                                                        assets and liabilities
                                                                                                        in active markets, quoted
                                                                                                        prices for identical or
                                                                                                        similar assets and liabilities
                                                                                                        in markets that are not
                                                                                                        active, inputs other then
                                                                                                        quoted prices that are
                                                                                                        observable, and inputs
                                                                                                        derived from or corroborated
                                                                                                        by observable market data.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | * | Level
                                                                                                        3-Inputs are unobservable
                                                                                                        inputs which reflect the
                                                                                                        reporting entity’s
                                                                                                        own assumptions on what
                                                                                                        assumptions the market
                                                                                                        participants would use
                                                                                                        in pricing the asset or
                                                                                                        liability based on the
                                                                                                        best available information.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The carrying
amounts reported in the balance sheets for cash, accounts payable and accrued expenses, notes and mortgages payable, and amounts
due to related party approximate their fair market value based on the short-term maturity of these instruments. Mortgage and other
notes payable carrying value approximate fair value based on the market interest rates under such notes. The Company did not identify
any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820.





|        | May 31, 2012 | May 31, 2011
|------- | ------------ | ------------
|Level 1 | -            | -           
|Level 2 | -            | -           
|Level 3 | -            | -           







Cash and
cash equivalents



The Company
considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We
had no cash equivalents at May 31, 2012 or May 31, 2011.





Income taxes



The Company
is governed by the Income Tax Law of the United States. The Company utilizes ASC Topic 740, "Accounting for Income Taxes,"
which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns.  Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.



F-8









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 1 –
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Income taxes
(continued)



The Company
applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of May 31, 2012 and 2011, management believes the Company had no material
uncertain tax positions, and will continue to evaluate for uncertain positions in the future.



Advertising



Advertising is expensed as incurred.
For the years ended May 31, 2012 and 2011, the Company did not incur advertising expenses.



Research and Development



Research and development costs are
expensed as incurred. For years ended May 31, 2012 and 2011, the Company did not incur research and development costs.



Stock-based
compensation



The Company
accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to
recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued
to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.



Net loss
per share of common stock



Basic net loss
per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of
common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted
average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each
period. Potentially dilutive common shares consist of common shares issuable upon the conversion of convertible promissory notes
(using the if-converted method). All potentially dilutive common shares were excluded from the computation of diluted shares outstanding
as they would have an anti-dilutive impact on the Company’s net losses. Potential dilutive securities include securities
issuable upon the future conversion of convertible debt (see Note 2) and upon the attainment of certain milestones pursuant to
an employment agreement (see Note 6).



Forward stock split



The Company effected a one-for-three
forward stock split on April 13, 2012.  All share and per share information has been retroactively adjusted to reflect
this forward stock split.





Recent Accounting Pronouncements



In September 2011, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350):
Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the
option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the
fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances
that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances
that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure
an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for
annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted,
including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s
financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not
expected to have a material impact on the Company’s financial position or results of operations.



In June 2011, the FASB issued ASU 2011-05,
“Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods
beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates
the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.
In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately
on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in
financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive
income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected
to have a material impact on our financial position or results of operations.



In May 2011, the FASB issued ASU 2011-04,
“Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends
certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update
include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the
valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the
unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and
best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair
value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure
of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on
December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our
financial statements.



In April 2011, the FASB issued ASU 2011-02,
“Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”.
This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance,
the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a
TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods
beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal
year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the
guidance will have a material impact on its financial statements.

F-9









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 2 –
CONVERTIBLE NOTES PAYABLE



Pursuant to
a term sheet whereby the Company is offering for sale promissory notes in the aggregate principal amount of up to $500,000 to
provide funds for expenses related to the acquisition of a privately held staffing company, on March 5, 2012 and May 4, 2012,
the Company entered into a Note Purchase Agreements and related Note Agreements (the “Note Agreements”). Pursuant
to the Note Agreements, on March 5, 2012 and May 4, 2012, the Company issued Notes in the principal amount of $50,000 and $200,000
(the “Notes”), respectively. The Notes bear interest at the rate of 12% per annum and are due on February 20, 2013.
Interest shall accrue and be payable on the last day of every fiscal quarter commencing on the first calendar quarter subsequent
to the respective Note date and ending on the Maturity Date. The Company shall not have the right to prepay this Note. However,
within 15 days following the closing of an acquisition of a suitable platform company, the Company will pay the Notes (principal
amount and accrued but unpaid interest) by delivering to the holders shares of common stock of the Company at a common stock price
equal to 50% of the following: (i) if the securities sold in the equity raise (“PIPE”) consist solely of common stock,
the per share price of the common stock; (ii) if the securities sold in the PIPE consist solely common stock and securities exercisable
for (e.g. warrants) or convertible into (e.g. convertible preferred stock or convertible debt) or common stock,
the lowest of the per share price of the common stock and the exercise or conversion price of the other securities; and (iii)
if the securities sold in the PIPE consist solely of securities exercisable for or convertible into common stock, the lowest of
the exercise price or conversion price of such securities.





Since the convertible notes include an
embedded conversion feature, management evaluated this feature to determine whether it meets the definition of a beneficial conversion
feature (“BCF”) within the scope of ASC 480-20, “Debt with Conversion and Other Options”. The Note holders
shall have the option to exchange all or a portion of the face amount of the Note, plus any accrued and unpaid interest thereon,
into the applicable dollar amount of any other securities issued by the Company in connection with the subsequent financing, at
a conversion price equal to 50% of the subsequent financing offering price. In accordance with ASC 480-20 which deals with instruments
containing a fixed percentage conversion feature dependent on a future event, the Company estimated the intrinsic value of the
beneficial conversion features of at March 5, 2012 and May 4, 2012 (the “Commitment Dates”) of $50,000 and $200,000,
respectively. However, these amounts will only be recorded at the date the Company enters into the subsequent financing arrangement.





NOTE 3
- RELATED PARTY TRANSACTIONS



Notes payable
– related parties



On April 20,
2012, the Company entered into a note agreement with Trilogy Capital Partners, Inc. (“Trilogy Capital”), a company
majority owned by Company’s president and director in the amount of $3,800. This note is unsecured, bears interest at 5.0%
and is due one year from the note date. This note was repaid on May 18, 2012. At May 31, 2012, interest due under this note amounted
to $15 which has been included in due to related parties on the accompanying balance sheet. For the year ended May 31, 2012, interest
expense related to this note amounted to $15.



In April 2012,
the Company entered into various note agreements with a Robert Y. Lee and Grandview Capital Corp. shareholders of TRIG in the
aggregate amount of $9,600. These notes are unsecured, bear interest at 5.0% and are due one year from the respective note date.
At May 31, 2012, the aggregate principal amounts due under these notes amounted to $9.600. At May 31, 2012, interest due under
these notes amounted to $53 which has been included in due to related parties on the accompanying balance sheet. For the year
ended May 31, 2012, interest expense related to these notes amounted to $53.





At May 31, 2012, aggregate principal due
under the above notes amounted to $9,600 and interest amounts due under the notes amounted to $68. The weighted average interest
rate on the Company’s related party note obligations was 5%.





F-10









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 3
- RELATED PARTY TRANSACTIONS (continued)



Consulting
fees – related parties



For the years
ended May 31, 2012 and 2011, the Company recognized a total of $2,000 and $3,000 for donated services from the former director/officer
at $250 per month for consulting services provided by the former President and Director of the Company, respectively. These transactions
are recorded at the exchange amount which is the amount agreed to by the transacting parties. These amounts have been included
in consulting fees - related parties on the accompanying statements of operations.



For the years
ended May 31, 2012 and 2011, the Company incurred $57,500 and $0 respectively, in consulting fees to Trilogy Capital, which has
been included in consulting fees - related parties on the accompanying statements of operations.



For the years
ended May 31, 2012 and 2011, the Company incurred $25,000 and $0 respectively, in consulting fees to Grandview Capital Corp.,
which has been included in consulting fees - related parties on the accompanying statements of operations.



For the years
ended May 31, 2012 and 2011, the Company incurred $25,000 and $0 respectively, in consulting fees to Robert Y Lee, which has been
included in consulting fees - related parties on the accompanying statements of operations.



Other



For the years
ended May 31, 2012 and 2011, the Company recognized rent expense of $2,000 and $3,000, respectively, for the value of office space
used by the Company from the former director/officer at $250 per month. These transactions were recorded at the exchange amount
which is the amount agreed to by the transacting parties.



Since inception the Company’s
former officer and director had advanced funds to the Company for legal, audit, filing fees, general office administration and
working capital needs. During the years ended May 31, 2012 and 2011, the former director/officer advanced the Company $2,801 and
$6,550, respectively. As of the closing of stock purchase agreement discussed in Note 1, the officer/director agreed to release
and discharge the Company from all payments of funds due to her and any other liabilities and accordingly, the Company reflected
the forgiveness of this debt in the amount of $10,480 as contributed capital which was included in additional paid-in capital.
The Company no longer has any outstanding debt obligations to her.



On December
15, 2011, TRIG entered into an employment agreement with Allan Hartley, the Company’s chief executive officer. On February
21, 2012, TRIG assigned this employment agreement to the Company (See Note 6).



Trilogy Capital,
from time to time, provided advances to the Company for working capital purposes. From March 2012 through May 31, 2012, Trilogy
Capital advanced the Company $7,721 and was repaid $6,400. At May 31, 2012, the Company had a payable to Trilogy Capital of $1,321.
These advances were short-term in nature and non-interest bearing and are included in due to related parties on the accompanying
balance sheets.



At May 31,
2012, the Company owed Robert Y. Lee $715 for travel reimbursement which has been included in due to related parties.



F-11









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 4 - INCOME TAXES



Deferred income
taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities
to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are
classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The
company does not have any uncertain tax positions.



The Company
currently has net operating loss carry forwards aggregating $231,766, which expire through 2032. The deferred tax asset related
to the carry forwards has been fully reserved.



The Company’s income tax expense
(benefit) differs from the “expected” tax expense for Federal income tax purposes computed by applying a Federal corporate
tax rate of 34% to loss before income taxes as follows:





|                                 |  | 2012 |         |   | 2011 |  
|-------------------------------- |  | ---- | ------- | - | ---- | -
|U.S. “expected” income tax       |  | $    | (73,470 | ) |      | $
|Non-deductible expenses          |  |      | 1,360   |   |      |  
|Change in valuation allowance    |  |      | 72,110  |   |      |  
|Total provision for income taxes |  | $    | -       |   |      | $



The tax effects
of temporary differences that give rise to significant portions of deferred tax assets and liabilities at May 31, 2012 and 2011
are as follows:



|                                     |  | 2012 |         |   | 2011 |  
|------------------------------------ |  | ---- | ------- | - | ---- | -
|Deferred tax assets:                 |  |      |         |   |      |  
|Net operating
    loss carry forward |  | $    | 78,801  |   |      | $
|Total gross deferred tax assets      |  |      | 78,801  |   |      |  
|Less valuation allowance             |  |      | (78,801 | ) |      |  
|Net deferred tax assets              |  | $    | -       |   |      | $



The valuation allowance at May 31,
2011 was $6,691. The increase during 2012 was $72,110.



NOTE 5
– STOCKHOLDERS’ EQUITY



On December
22, 2009, the Company issued 6,000,000 shares of its common stock to the Company’s founder.



On July 8,
2011 we closed our offering and sold 1,620,000 common shares at $0.0167 per share to 27 people raising $27,000.



As of May 31,
2012, the Company has issued 7,620,000 common shares.



F-12









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 6 –
COMMITMENTS AND CONTINGENCIES



Employment
Agreement





On December 15, 2011, TRIG entered into
an employment agreement (the “Employment Agreement”) with Allan Hartley to become its Chief Executive Officer and
a Director. On February 21, 2012 the (“Grant Date”), TRIG assigned the Employment Agreement to the Company and Mr.
Hartley became the Company’s chief executive Office (the “CEO”). Pursuant to the Employment Agreement, the CEO
shall be paid $7,500 per month on a month-to-month basis on part time basis. Additionally, the Company shalltransfer (or cause to be transferred) to CEO a number of shares (the “CEO Shares”) of the Company’s common stock
that represents 5% of the outstanding common stock of the Company as of the date of the share acquisition agreement dated February
19, 2012. The CEO Shares shall vest at the following milestones: of the Five Percent (5%) total shares transferred to the CEO,
two Percent (2%) will vest simultaneous with the completion of the Company’s first acquisition and one percent (1%) will
vest as the completion of the Company’s second, third and fourth acquisitions, respectively. Pursuant to ASC Topic 718,
the Company shall proportionally recognize compensation expense aggregating $15,240 on each respective milestone date equal to
the number shares vested on each milestone date multiplied by the fair value of the Company common shares on the Grant Date of
$.04 which was based on the per common share price paid pursuant to the Stock Purchase Agreement. As of May 31, 2012, no milestones
have been met and no shares have been issued.





Consulting
Agreements



On May 1, 2012, the Company entered
into a one-year advisory agreement for business advisory services.  In connection with the agreement, the Company shall
pay this consultant $120,000 during the term of the contract payable in a combination of cash and stock of the Company on the
following basis:



| | a) | Restricted common stock: In consideration
                                                                of the services to be rendered by Advisor pursuant to this Agreement,
                                                                Advisor shall be entitled to receive as compensation $60,000 in
                                                                the form of the Company's common stock. The number of shares of
                                                                common stock of the Company shall be based on a value equal to
                                                                the per share price that shares to be sold in the PIPE financing
                                                                for the Company's initial acquisition concurrent with the Alternative
                                                                Public Offering.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | In
                                                                                                  consideration of the services
                                                                                                  to be rendered by Advisor pursuant
                                                                                                  to this Agreement, Advisor shall
                                                                                                  receive $60,000 per annum at
                                                                                                  the rate of $5,000 per month
                                                                                                  with payments made on the first
                                                                                                  of each month. Commencing May
                                                                                                  1, 2012, the date of this Agreement,
                                                                                                  the $5,000 monthly shall be
                                                                                                  accrued and whatever balance
                                                                                                  has accrued will be paid in
                                                                                                  full from the proceeds of the
                                                                                                  financing at the closing of
                                                                                                  the Company's initial acquisition
                                                                                                  and Alternative Public Offering.
                                                                                                  Subsequent payments following
                                                                                                  the closing will be due on the
                                                                                                  first of each month.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At May 31, 2012, the Company owed
this advisor $10,000 which has been in included in accounts payable and accrued expenses.



F-13









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 7 –
SUBSEQUENT EVENTS



Consulting agreements



On July 2, 2012, the Company entered
into a six-month consulting agreement for business development services.  In connection with the agreement, the Company
shall pay this consultant $5,000 per month during the term of the contract payable in a combination of cash and stock of the Company
as determined at time of payment. The Company will pay the Consultant a performance fee (the “Performance Fee”) at
the time of closing of a transaction in the event that Consultant or the designee of the Consultant originates a merger, acquisition
or other similar transaction to which the Company is party. Performance Fee will be based on purchase price and will be paid at
5% of the first million dollars, 4% of the second million dollars, 3% of the third million dollars, 2% of the fourth million dollars,
and 1% of the fifth million dollars and each million over the fifth million. Notwithstanding the aforementioned, it is understood
and agreed that the total of all monthly cash retainers paid by the Company under this Agreement will be deducted from the Performance
Fee. The Performance Fee for any merger or acquisition that the Consultant or designee of the Consultant originates shall include
fee sharing with any qualified sell side broker fees. If, at any time within two years after the date of termination of this Agreement,
the Company enters into any transaction that has been identified to the Company by Consultant during the term of this Agreement,
then the Company shall pay the Performance Fee to Consultant.



On July 19, 2012, the Company entered
into a one-year consulting agreement for business development services.  In connection with the agreement, the Company
shall pay this consultant 1) a flat rate of $25,000 plus expenses per acquisition target for due diligence; 2) effective August
1, 2012, $5,000 per month during the term of the contract, and 3) the Company will pay the Consultant performance fee (the “Performance
Fee”) at the time of closing of a transaction in the event that Consultant or the designee of the Consultant originates
a merger, acquisition or other similar transaction to which the Company is party. Performance Fee will be based on purchase price
and will be paid at 5% of the first million dollars, 4% of the second million dollars, 3% of the third million dollars, 2% of
the fourth million dollars, 1% of the fifth million dollars and each million over the fifth million. The Performance Fee for any
merger or acquisition that the Consultant or designee of the Consultant originates shall include fee sharing with any qualified
sell side broker fees. If, at any time within two years after the date of termination of this Agreement, the Company enters into
any transaction that has been identified to the Company by Consultant during the term of this Agreement, then the Company shall
pay the Performance Fee to Consultant; 4) for assisting the Company in its bridge financing activities, the Company shall provide
the consultant 100,000 shares of its common stock; and 5) a bonus fee of 3.0% of the amount of any debt, mezzanine or equity capital
invested via any transaction introduced by the consultant.



Notes payable
– related parties



Subsequent
to May 31, 2012, the Company entered into various one-year note agreements with Trilogy Capital in the aggregate amount of $14,000.
These notes are unsecured, bear interest at 5.0% and are due one year from the respective note date.



In August 2012,
the Company entered into various note agreements with a Robert Y. Lee and Grandview Capital Corp. shareholders of TRIG in the
aggregate amount of $18,000. These notes are unsecured, bear interest at 5.0% and are due one year from the respective note date.



F-14









STAFFING
360 o SOLUTIONS, INC



(A DEVELOPMENT
STAGE COMPANY)

NOTES TO THE
FINANCIAL STATEMENTS
May 31, 2012 and 2011



NOTE 7 –
SUBSEQUENT EVENTS (continued)



Convertible
notes payable



Pursuant to
a term sheet whereby the Company is offering for sale promissory notes in the aggregate principal amount of up to $500,000 to
provide funds for expenses related to the acquisition of a privately held staffing company, in August 2012, the Company entered
into a Note Purchase Agreements and related Note Agreements (the “Note Agreements”). Pursuant to the Note Agreements,
in August 2012, the Company issued Notes in the aggregate principal amounts of $100,000 (the “Notes”), respectively.
The Notes bear interest at the rate of 12% per annum and are due on February 20, 2013. Interest shall accrue and be payable on
the last day of every fiscal quarter commencing on the first calendar quarter subsequent to the respective Note date and ending
on the Maturity Date. The Company shall not have the right to prepay this Note. However, within 15 days following the closing
of an acquisition of a suitable platform company, the Company will pay the Notes (principal amount and accrued but unpaid interest)
by delivering to the holders shares of common stock of the Company at a common stock price equal to 50% of the following: (i)
if the securities sold in the equity raise (“PIPE”) consist solely of common stock, the per share price of the common
stock; (ii) if the securities sold in the PIPE consist solely common stock and securities exercisable for (e.g. warrants)
or convertible into (e.g. convertible preferred stock or convertible debt) or common stock, the lowest of the per share
price of the common stock and the exercise or conversion price of the other securities; and (iii) if the securities sold in the
PIPE consist solely of securities exercisable for or convertible into common stock, the lowest of the exercise price or conversion
price of such securities.



Since the convertible
notes include an embedded conversion feature, management evaluated this feature to determine whether it meets the definition of
a BCF within the scope of ASC 470-20, “Debt with Conversion and Other Options”. The Note holders shall have the option
to exchange all or a portion of the face amount of the Note, plus any accrued and unpaid interest thereon, into the applicable
dollar amount of any other securities issued by the Company in connection with the subsequent financing, at a conversion price
equal to 50% of the subsequent financing offering price. In accordance with ASC 470-20 which deals with instruments containing
a fixed percentage conversion feature dependent on a future event, the Company estimated the intrinsic value of the beneficial
conversion features of these Notes (the “Commitment Dates”) of $100,000. However, these amounts will only be recorded
at the date the Company enters into the subsequent financing arrangement.



F-15







|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
|------- | ----------------------------------------------



None.



|ITEM 9A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------



Disclosure Controls and Procedures



Disclosure controls and procedures are
designed to ensure that information required to be disclosed in the reports that are filed and submitted under the Exchange Act
of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified
by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated
to management, including the principal executive officer, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision of and with the participation of its executive officer, the Company has evaluated the effectiveness of its
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this Annual
Report. Based on that evaluation, the sole executive officer of the Company has concluded that, as of the end of the period covered
in this Annual Report, these disclosure controls and procedures were not effective.



Management’s Report on Internal
Control over Financial Reporting



We carried out an evaluation, under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based
upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed
in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized
and reported within the required time periods and is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



14







Our management, including our principal executive officer and
principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent
all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present
in all material respects our financial condition, results of operations and cash flows for the periods presented.



Changes in Internal Control over
Financial Reporting



In addition, our management with the participation
of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over
financial reporting occurred during or subsequent to the year ended May 31, 2012 that has materially affected, or is (as that term
is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect,
our internal control over financial reporting.





A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not
be prevented or detected on a timely basis.



A
significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is
less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s
financial reporting.



In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2012, the Company determined
that there were control deficiencies that constituted material weaknesses, as described below:



| | · | Lack of segregation of duties
| | - | -----------------------------

| | · | Lack of internal accounting staff
| | - | ---------------------------------





Continuing Remediation Efforts to
address deficiencies in Company’s Internal Control over Financial Reporting



Once the Company is engaged in a
business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with
the deficiencies, will establish the following remediation measures:



| | 1. | Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors
in fiscal 2012; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------



| | 2. | We will appoint personnel to assist with the preparation of the Company’s monthly financial
reporting including preparation of the monthly bank reconciliations.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------



None.



15







PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|-------- | -------------------------------------------------------



On February 17, 2012, Alida Heyer resigned
as President, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) of
the Company, effective immediately.  Our Board of Directors appointed Allan Hartley to serve as Chief Executive Officer, Adam
Wasserman to serve as Chief Financial Officer, and Alfonso J. Cervantes to serve as its President, Secretary and Treasurer, effective
immediately.



On February 17, 2012, the Board of Directors
increased its size from one (1) to two (2) members and appointed Mr. Cervantes to fill the vacancy.



The name, address, age and position of
our officers and directors are set forth below:



|Name and Address                                                                             |  | Age |  | Positions                                   
|-------------------------------------------------------------------------------------------- |  | --- |  | --------------------------------------------
|                                                                                             |  |     |  |                                             
|Allan Hartley                                                                                |  | 60  |  | Chief Executive Officer                     
|                                                                                             |  |     |  |                                             
|Alfonso J. Cervantes                                                                         |  | 62  |  | President, Treasurer, Secretary and Director
|                                                                                             |  |     |  |                                             
|Adam Wasserman                                                                               |  | 48  |  | Chief Financial Officer                     
|                                                                                             |  |     |  |                                             
|Alida Heyer*
        8 Hermitage Way, Meadowridge
        Constantia, 7806 Western Cape, RSA |  | 55  |  | Director                                    



*Ms. Heyer resigned as President, Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer) of the Company on February 17, 2012. Ms. Hayer remains
a member of the Board of Director.



Allan Hartley, 60, is the
Chief Executive Officer of the Company. Mr. Hartley is the Managing Partner of Trendman Group LLC, a Boston-based staffing industry
consulting firm which he formed in 2009. In 2005, Mr. Hartley was a member of the team which started AccountAbilities, Inc., a
staffing company specializing in the accounting and finance fields. As President and a member of the Board of Directors, Mr. Hartley
helped grow AccountAbilities to a $100 million revenue company. From 1995 until 2005, Mr. Hartley worked in various staffing industry
consulting capacities including Deloitte and Touches’ Resource Connection, Norell’s Professional Group and RSM McGladrey’s
Outsourcing Group. In 1994, he founded Creative Financial Staffing, Inc. which worked with 29 CPA firms to provide staffing services,
an innovative business model at the time. From 1989 through 1994, he was Vice President of Contract Services of Romac International
(KForce – NASDAQ KFRC). From 1983 through 1989, Mr. Hartley was employed by Robert Half International (NYSE RHI), including
Manager of the Contracts Division. Mr. Hartley holds a BA in Political Science from American International College.



16







Alfonso J. Cervantes, 62,
is the President, Treasurer, Secretary and a director of the Company. Since 2002, Mr. Cervantes has been a principal and Chief
Executive Officer of Trilogy Capital Partners, Inc., a New York-based financial services group engaged in merchant banking, strategic
advisory services and financial communications. His experience includes mergers and acquisitions, Alternative Public Offerings,
corporate communications and reorganization of middle-market companies. In 2011, Mr. Cervantes formed TRIG Capital Group, LLC,
of which he is the Managing Member. TRIG Capital Group is a private equity firm based in Plantation, Florida with offices in New
York focused on middle market companies. Mr. Cervantes was the founder and a Member of Regeneration Capital Group, LLC from 2008
to 2011. Regeneration Capital, based in New York, is engaged in merchant banking activities, principally for U.S. listed Chinese
companies. Mr. Cervantes sold his interest in Regeneration in 2011. In 2011, Mr. Cervantes formed and is the Managing Member of
China 360° Solutions, LLC, which is engaged in the provision of forensic due diligence and financial advisory services for
publicly held Chinese companies. Throughout the 1990s, Mr. Cervantes was engaged in the reorganization and recapitalization of
distressed middle market companies serving as interim CEO for a number of public and private entities facilitating Chapter 11s,
Chapter 7s and out-of-court reorganizations. Mr. Cervantes graduated from Webster University in St. Louis with a Bachelor of Arts
degree.



Adam Wasserman, 48, is the
Chief Financial Officer of the Company. Since November 1999, Mr. Wasserman has been CEO of CFO Oncall, Inc., a Weston, Florida-based
provider of consultant accounting services specializing in financial reporting, budgeting and planning, mergers and acquisitions,
audit preparation services, accounting, automated systems, banking relations and internal controls. Mr. Wasserman has served as
the Chief Financial Officer of Transax International Limited since May 2005, Chief Financial Officer of Oriental Dragon Corp, (formerly
Emerald Acquisition Corp.) since June 2010, and as the Vice President of Financial Reporting of China Wind Systems, Inc., both
clients of CFO Oncall, Inc. Mr. Wasserman currently serves as a member of the boards of directors for China Direct Industries,
Inc. (NasdaqGM: CDII) and Bohai Pharmaceuticals Group, Inc. (OTCBB: BOPH) since January 2010 and July 2010, respectively. Mr. Wasserman
has also served as the Chief Financial Officer of Relationserve, Inc. (August 2005 to June 2006), Lotus Pharmaceuticals Inc. (October
2006 until April 2009), Explorations Group Inc. (January 2002 until December 2005), and other companies, all client companies of
CFO Oncall, Inc. From June 1991 to November 1999, he was Senior Audit Manager at American Express Tax and Business Services, in
Fort Lauderdale, Florida where his responsibilities included supervising, training and evaluating senior staff members, work paper
review, auditing, maintaining positive client relations, preparation of tax returns and preparation of financial statements and
the related footnotes. From September 1986 to May 1991, he was employed by Deloitte & Touche, LLP. During his employment, his
significant assignments included audits of public (SEC reporting) and private companies, tax preparation and planning, management
consulting, systems design, staff instruction, and recruiting. Mr. Wasserman holds a Bachelor of Science from the State University
of New York at Albany. He is a member of The American Institute of Certified Public Accountants and is the treasurer and an executive
board member of Gold Coast Venture Capital Association.



17







Alida Heyer, Director.Since
December 22, 2009, Ms. Heyer served as the Company’s President, Chief Executive Officer, Secretary, Treasurer, Chief Financial
Officer, Principal Accounting Officer and sole member of our Board of Directors until resigning on February 17, 2012. From 2007
to 2010, Ms. Heyer was a Corporate Sales and Marketing Executive at Market Group – Lexus, in Cape Town City, at 73 Hertzog
Boulevard, Cape Town 8001 RSA. From 2001 to 2007, Ms. Heyer was a Corporate Sales and Marketing Executive at Helderberg Toyota,
located on Main Road, Strand Western Cape, RSA. Ms. Heyer has more than 9 years of experience working as a Corporate Sales and
Marketing Executive. We believe that through her expertise, she will be able to contribute to the operations and marketing of the
business.Ms. Heyer is not an officer or director of any other reporting company.



Compliance With Section 16 (a) of the Exchange Act



Not applicable.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Compensation of Executive Officers



The following table sets forth the compensation since inception
on December 22, 2009 through May 31, 2012, to our sole officer and director. This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other compensation, if any.



Summary Compensation Table



|Name and Principal Position |  | Year |      |  | Salary  ($) |  |        | Bonus  ($) |  |  | Stock  Awards ($) |  |  | Option  Awards  ($) |   |  | Non Equity  Incentive
    Plan Compensation ($) |  |   | Nonqualified  Deferred Compensation
    Earnings ($) |  |  | All  Other  Compensation
    ($) |  |  | Total ($) |  
|--------------------------- |  | ---- | ---- |  | ----------- |  | ------ | ---------- |  |  | ----------------- |  |  | ------------------- | - |  | ----------------------------------------------- |  | - | ---------------------------------------------------- |  |  | -------------------------------- |  |  | --------- | -
|                            |  |      |      |  |             |  |        |            |  |  |                   |  |  |                     |   |  |                                                 |  |   |                                                      |  |  |                                  |  |  |           |  
|Allan Hartley               |  |      | 2011 |  |             |  | 3,750  |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      | 2012 |  |             |  | 37,500 |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      |      |  |             |  |        |            |  |  |                   |  |  |                     |   |  |                                                 |  |   |                                                      |  |  |                                  |  |  |           |  
|Alfonso J. Cervantes        |  |      | 2011 |  |             |  | 0      |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      | 2012 |  |             |  | 0      |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      |      |  |             |  |        |            |  |  |                   |  |  |                     |   |  |                                                 |  |   |                                                      |  |  |                                  |  |  |           |  
|Adam Wasserman              |  |      | 2011 |  |             |  | 0      |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      | 2012 |  |             |  | 0      |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      |      |  |             |  |        |            |  |  |                   |  |  |                     |   |  |                                                 |  |   |                                                      |  |  |                                  |  |  |           |  
|Alida Heyer*                |  |      | 2011 |  |             |  | 0      |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0
|                            |  |      | 2012 |  |             |  | 0      |            |  |  | 0                 |  |  |                     | 0 |  |                                                 |  | 0 |                                                      |  |  | 0                                |  |  |           | 0



*Ms. Heyer resigned as President, Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer) of the Company on February 17, 2012. Ms. Hayer remains
a member of the Board of Director.



18







Employment Agreements



On December 15, 2011, TRIG entered into an employment agreement
(the “Employment Agreement”) with Allan Hartley to become its Chief Executive Officer and a Director. On February 21,
2012 the (“Grant Date”), TRIG assigned the Employment Agreement to the Company and Mr. Hartley became the Company’s
chief executive Office (the “CEO”). Pursuant to the Employment Agreement, the CEO shall be paid $7,500 per month on
a month-to-month basis on part time basis. Additionally, the Company shall transfer (or cause to be transferred) to CEO a number
of shares (the “CEO Shares”) of the Company’s common stock that represents 5% of the outstanding common stock
of the Company as of the date of the share acquisition agreement dated February 19, 2012. The CEO Shares shall vest at the following
milestones: of the Five Percent (5%) total shares transferred to the CEO, two Percent (2%) will vest simultaneous with the completion
of the Company’s first acquisition and one percent (1%) will vest as the completion of the Company’s second, third
and fourth acquisitions, respectively. As of May 31, 2012 no milestones have been met, and the shares have not been issued.



Other than discussed above, we do not have any other employment
agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin
to attain profitable operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to
our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit
of our sole officer and director other than as described herein.



Term of Office



Director term of office is one year.



Long-Term Incentive Plan Awards



We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.



Compensation of Directors



Our directors do not receive any compensation for serving as
members of our Board of Directors.



Indemnification



Under our Articles of Incorporation and
Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of their position,
if they acted in good faith and in a manner reasonably believed to be in the Company’s best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to
which they are to be indemnified, we must indemnify them against all expenses incurred, including attorney’s fees. With respect
to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.



19







Regarding indemnification for liabilities
arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that,
in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT



The following table sets forth, as of the
date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually
and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects their ownership assuming
the sale of all of the shares in this offering. The stockholders listed below have direct ownership of their shares and possesses
sole voting and dispositive power with respect to the shares.



|Name and Address Beneficial Owner |  | Amount and Nature of Beneficial Ownership  of Common Stock |           |  | Percent of Common Stock | 
|--------------------------------- |  | ---------------------------------------------------------- | --------- |  | ----------------------- | 
|                                  |  |                                                            |           |  |                         | 
|Alfonso J. Cervantes (1)          |  |                                                            | 6,000,000 |  |                         | 



| | (1) | Alfonso J. Cervantes, through his beneficial ownership of Trilogy Capital Partners, Inc., beneficially holds 50% of TRIG Special
Purpose 1, LLC, the holder of 2,000,000 shares of the Company’s Common Stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE



At inception, we issued 2,000,000 shares
of common stock to Alida Heyer, our sole officer and director. The stock was issued as founders shares in consideration of Ms.
Heyer’s service to the company pursuant to an exemption from registration contained in Regulation S of the General Rules
and Regulations promulgated under the Securities Act of 1933. On February 17, 2012, Ms. Heyer, who held the voting rights equivalent
to 78.7% of the outstanding shares of common stock of the Company entered into a Stock Purchase Agreement with TRIG Special Purpose
1, LLC, a Nevada Corporation, ( “TRIG”) to sell to TRIG all her shares of the Company’s common stock, consisting
of 2,000,000 shares (the “Shares”). Pursuant to the Stock Purchase Agreement, TRIG paid the Seller $240,000 for the
Shares in a private transaction and the Company has become a 78.7% owned subsidiary of TRIG. The Company’s President and
Director, Alfonso J. Cervantes, through his beneficial ownership of Trilogy Capital Partners, Inc. (”Trilogy Capital”),
beneficially holds 50% of TRIG.





On April 20, 2012, the Company entered
into a note agreement with Trilogy Capital Partners, Inc. (“Trilogy Capital”), a company majority owned by Company’s
president and director in the amount of $3,800. This note is unsecured, bears interest at 5.0% and is due one year from the note
date. This note was repaid on May 18, 2012.





20







|ITEM 14. | PRINCIPAL LEGAL AND ACCOUNTING FEES AND SERVICES
|-------- | ------------------------------------------------



The aggregate fees billed for the fiscal
years ended May 31, 2012 and 2011 for professional services rendered by the principal accountant for the audit of its annual financial
statements included in Form 10-Q (“Audit Fees”), (2) tax compliance, advice, and planning (“Tax Fees”),
and (iv) other products or services provided (“Other Fees”) and for professional services rendered by company’s
legal attorney:



|                          |  | Year Ended May 31, 2012 |       |  | Year Ended May 31, 2011 |  
|------------------------- |  | ----------------------- | ----- |  | ----------------------- | -
|Legal and Accounting Fees |  | $                       | 4,700 |  |                         | $
|Tax Fees                  |  | $                       | 0     |  |                         | $
|All Other Fees            |  | $                       | 0     |  |                         | $
|Total                     |  | $                       | 4,700 |  |                         | $



PART IV



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, which are set forth in the index to Consolidated Financial Statements on pages F-1 through F-15
of this report.





|Report of Independent Registered Public Accounting Firm    |  | F-2         | 
|---------------------------------------------------------- |  | ----------- | 
|Consolidated Balance Sheets                                |  | F-3         | 
|Consolidated Statements of Income and Comprehensive Income |  | F-4         | 
|Consolidated Statements of Shareholders' Equity            |  | F-5         | 
|Consolidated Statements of Cash Flows                      |  | F-6         | 
|Notes to Consolidated Financial Statements                 |  | F-7 to F-15 | 



(2) Financial Statement Schedule: None.



(3) Exhibits





|Exhibit No. | Description                                                                                                                                                                           
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Articles of Incorporation (1)                                                                                                                                                         
|3.2         | Bylaws (1)                                                                                                                                                                            
|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.





21







|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.





In accordance with SEC Release 33-8238, Exhibit 32.1 is being
furnished and not filed.

* 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.

** To be filed by amendment.



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:  September 13, 2012 | By:                    
|                          |                        
|                          |                        
|                          |                        
|                          |                        
|                          | By:                    
|                          |                        
|                          |                        
|                          |                        



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              |  | September 13, 2012
|Alfonso J. Cervantes     |  |                                                            |  |                   
|                         |  |                                                            |  |                   
|/s/ Adam Wasserman       |  | Chief Financial Officer and Director                       |  | September 13, 2012
|Adam Wasserman           |  | (Duly Authorized Officer and Principal Financial
 Officer) |  |                   
|                         |  |                                                            |  |                   
|/s/Alida Heyer           |  | Director                                                   |  | September 13, 2012
|Alida Heyer              |  |                                                            |  |                   



22