UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



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



For the quarterly period ended August 31, 2012

or



oTRANSITION REPORT PURSUANT TO 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                          | 68-0680859         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)







|300 S. Pine Island Road, Suite 305       |           
|---------------------------------------- | ----------
|Plantation, FL                           | 33324     
|(Address of principal executive offices) | (Zip Code)





(800)
330-1860

(Registrant’s
telephone number, including area code)



N/A

(Former name, former address and former
fiscal year, if changed since last report)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).  Yesx    Noo



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.



|Large accelerated filer                                                   |  ̈ | Accelerated filer         |  ̈
|------------------------------------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer
        (Do not check if smaller reporting company) |  ̈ | Smaller reporting company | x



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNo
 x



As of October 15, 2012,7,620,000
shares of our common stock, $0.00001 par value per share, were outstanding.













STAFFING 360 SOLUTIONS, INC.

FORM 10-Q

August 31, 2012



TABLE OF CONTENTS



|                                |                                                                                        | Page No.
|------------------------------- | -------------------------------------------------------------------------------------- | --------
|PART I. - FINANCIAL INFORMATION
|Item 1.                         | Financial Statements.                                                                  |         
|                                | Consolidated Balance Sheets as of August 31, 2012 (Unaudited) and May 31, 2012         | 3       
|                                | Consolidated Statements of Operations -                                                |         
|                                | For the Three Months Ended August 31, 2012 and 2011 and from                           |         
|                                | December 22, 2009 (inception) to August 31, 2012 (unaudited)                           | 4       
|                                | Consolidated Statements of Cash Flows -                                                |         
|                                | For the Three Months Ended August 31, 2012 and 2011 and from                           |         
|                                | December 22, 2009 (inception) to August 31, 2012 (unaudited)                           | 5       
|                                | Notes to Unaudited Consolidated Financial Statements.                                  | 6       
|Item 2.                         | Management's Discussion and Analysis of Financial Condition and Results of Operations. | 14      
|Item 3.                         | Quantitative and Qualitative Disclosures About Market Risk.                            | 18      
|Item 4.                         | Controls and Procedures.                                                               | 18      
|                                |                                                                                        |         
|PART II - OTHER INFORMATION    
|Item 1.                         | Legal Proceedings                                                                      | 19      
|Item 1A.                        | Risk Factors                                                                           | 19      
|Item 2.                         | Unregistered Sales of Equity Securities and Use of Proceeds                            | 19      
|Item 3.                         | Defaults Upon Senior Securities                                                        | 19      
|Item 4.                         | Mine Safety Disclosures                                                                | 19      
|Item 5.                         | Other Information.                                                                     | 19      
|Item 6.                         | Exhibits.                                                                              | 19      
|SIGNATURES                      | 20                                                                                    









2







PART I – FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS





|STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY
|-------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)              
|CONSOLIDATED BALANCE SHEETS                



|                                                                |  |             |          |   |         |  
|--------------------------------------------------------------- |  | ----------- | -------- | - | ------- | -
|                                                                |  | August 31,  |          |   | May 31, |  
|                                                                |  | 2012        |          |   | 2012    |  
|                                                                |  | (Unaudited) |          |   |         |  
|ASSETS                                                          |  |             |          |   |         |  
|                                                                |  |             |          |   |         |  
|CURRENT ASSETS:                                                 |  |             |          |   |         |  
|Cash                                                            |  | $           | 45,785   |   |         | $
|Prepaid expenses                                                |  |             | 38,427   |   |         |  
|                                                                |  |             |          |   |         |  
|Total Current Assets                                            |  |             | 84,212   |   |         |  
|                                                                |  |             |          |   |         |  
|Total Assets                                                    |  | $           | 84,212   |   |         | $
|                                                                |  |             |          |   |         |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                           |  |             |          |   |         |  
|                                                                |  |             |          |   |         |  
|CURRENT LIABILITIES:                                            |  |             |          |   |         |  
|Convertible notes payable                                       |  | $           | 350,000  |   |         | $
|Notes payable - related parties                                 |  |             | 31,100   |   |         |  
|Accounts payable                                                |  |             | 91,602   |   |         |  
|Accounts payable - related parties                              |  |             | 22,131   |   |         |  
|Accrued interest                                                |  |             | 9,176    |   |         |  
|Accrued interest - related parties                              |  |             | 364      |   |         |  
|                                                                |  |             |          |   |         |  
|Total Current Liabilities                                       |  |             | 504,373  |   |         |  
|                                                                |  |             |          |   |         |  
|                                                                |  |             |          |   |         |  
|STOCKHOLDERS' DEFICIT:                                          |  |             |          |   |         |  
|Common stock ($0.00001 par value; 75,000,000 shares authorized; |  |             |          |   |         |  
|7,620,000 shares issued and outstanding                         |  |             |          |   |         |  
|at August 31, 2012 and May 31, 2012)                            |  |             | 76       |   |         |  
|Additional paid-in capital                                      |  |             | 50,404   |   |         |  
|Deficit accumulated during development stage                    |  |             | (470,641 | ) |         |  
|                                                                |  |             |          |   |         |  
|Total Stockholders' Deficit                                     |  |             | (420,161 | ) |         |  
|                                                                |  |             |          |   |         |  
|Total Liabilities and Stockholders' Deficit                     |  | $           | 84,212   |   |         | $



|The accompanying notes are an integral part of these unaudited consolidated financial statements
|------------------------------------------------------------------------------------------------







3









|STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY
|-------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)              
|CONSOLIDATED STATEMENTS OF OPERATIONS      



|                                           
|-------------------------------------------
|                                           
|                                           
|                                           
|                                           
|                                           
|REVENUES                                   
|                                           
|OPERATING EXPENSES:                        
|Compensation and benefit                   
|Consulting fees - related parties          
|Rent - related parties                     
|Professional fees                          
|Other general and administrative           
|                                           
|Total Operating Expenses                   
|                                           
|LOSS FROM OPERATIONS                       
|                                           
|OTHER EXPENSES:                            
|Interest expense                           
|Interest expense - related parties         
|                                           
|Total Other Expenses                       
|                                           
|NET LOSS                                   
|                                           
|NET LOSS PER COMMON SHARE:                 
|Basic and diluted                          
|                                           
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|Basic and diluted                          
|                                           



|The accompanying notes are an integral part of these unaudited consolidated financial statements
|------------------------------------------------------------------------------------------------









4













|STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY
|-------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)              
|CONSOLIDATED STATEMENTS OF CASH FLOWS      



|                                                             
|-------------------------------------------------------------
|                                                             
|                                                             
|                                                             
|                                                             
|CASH FLOWS FROM OPERATING ACTIVITIES:                        
|Net loss                                                     
|Adjustments to reconcile net loss from operations to net cash
|used in operating activities:                                
|Donated services and rent expense                            
|Changes in operating assets and liabilities:                 
|Prepaid expenses                                             
|Accounts payable                                             
|Accounts payable - related parties                           
|Accrued interest                                             
|Accrued interest - related parties                           
|                                                             
|NET CASH USED IN OPERATING ACTIVITIES                        
|                                                             
|CASH FLOWS FROM FINANCING ACTIVITIES:                        
|Proceeds from convertible notes payable                      
|Proceeds from notes payable - related parties                
|Repayment of related parties notes payable                   
|Proceeds from sale of common stock                           
|                                                             
|NET CASH PROVIDED BY FINANCING ACTIVITIES                    
|                                                             
|NET INCREASE IN CASH                                         
|                                                             
|CASH  - beginning of period                                  
|                                                             
|CASH - end of period                                         
|                                                             
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:           
|Cash paid for:                                               
|Interest                                                     
|Income taxes                                                 
|                                                             
|Non-cash activities:                                         
|Issuance for founder shares                                  
|Debt forgiveness                                             



|The accompanying notes are an integral part of these unaudited consolidated financial statements
|------------------------------------------------------------------------------------------------







5











STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012





NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Organization



Staffing 360Solutions, 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 360 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.



On July 31, 2012, the Company formed Staffing 360 Alliance,
Inc., a new wholly-owned division, incorporated in the State of Nevada for the purpose of exploring some business prospects in
the staffing sector.



Basis of presentation and going concern



Management acknowledges its responsibility
for the preparation of the accompanying interim consolidated financial statements which reflect all adjustments, consisting of
normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and
the consolidated results of its operations for the interim period presented. The accompanying unaudited consolidated financial
statements for the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America (the “U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of
Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal
year as a whole.



The consolidated financial statements include the accounts of
Staffing 360 Solutions, Inc. and its subsidiary, Staffing 360 Alliance, Inc. All intercompany balances and transactions have been
eliminated in consolidation.



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 360 Solutions, Inc. is unable to continue as a going concern.  As
of August 31, 2012, the Company has a working capital deficiency of $420,161, has not generated revenues, has accumulated losses
of $470,641 since inception, and for the three months ended August 31, 2012 had net cash used in operations of $94,582.  The
continuation of Staffing 360 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.



These consolidated 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.





6









STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012





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 stock-based
compensation and deferred income tax assets 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 andthe actual results, our future results of operations will
be affected. Significant estimates in the three months ended August 31, 2012 and 2011 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 consolidated balancesheets for cash, prepaid expenses, accounts payable, accounts payable –
related parties, accrued interest and accrued interest - related parties approximate their fair market value based on the short-term
maturity of these instruments. Notes payable carrying value approximate fair value based on themarket
interest rates under such notes. The Company did not identify any assets or liabilities that are required to be presented on the
consolidated balance sheets at fair value in accordance with ASC Topic 820.



The following
table presents assets and liabilities that are measured and recognized at fair value as of August 31, 2012 on a recurring and non-recurring
basis:



|Description |  |  | Level 1 |   |   | Level 2 |  |   | Level 3 |  |  | Gains (Losses) |  
|----------- |  |  | ------- | - | - | ------- |  | - | ------- |  |  | -------------- | -
|            |  |  |         | $ | – |         |  | $ | –       |  |  | $              | –
|            |  |  |         |   |   |         |  |   |         |  |  |                |  



The following
table presents assets and liabilities that are measured and recognized at fair value as of May 31, 2012 on a recurring and non-recurring
basis:



|Description |  |  | Level 1 |   |   | Level 2 |  |   | Level 3 |  |  | Gains (Losses) |  
|----------- |  |  | ------- | - | - | ------- |  | - | ------- |  |  | -------------- | -
|            |  |  |         | $ | – |         |  | $ | –       |  |  | $              | –
|            |  |  |         |   |   |         |  |   |         |  |  |                |  



Cash and cash equivalents



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



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





7









STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012





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



Income taxes (continued)



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.



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 quarterlyor annual period based,
in part, upon the results of operations for the given period. As of August 31, 2012 and May 31, 2012, 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 three months ended August 31, 2012 and 2011, the Company did not incur advertising expenses.



Research and Development



Research and
development costs are expensed asincurred. For the three months ended August 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 operationsthe 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.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 5).



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



Accounting standards that have been issued
or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial
statements upon adoption.





8









STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012





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, May 4, 2012,August
13, 2012 and August 20, 2012, the Company entered into Note Purchase Agreements and related Note Agreements
(the “Note Agreements”).



Pursuant to the Note Agreements, on March
5, 2012, May 4, 2012, August 13, 2012 and August 20, 2012, the Company issued Notes in the principal amount of $50,000, $200,000
and $70,000 and $30,000 (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 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 at March 5, 2012, May 4, 2012, August 13, 2012 and August 20, 2012 (the “Commitment Dates”)
of $50,000, $200,000, $70,000 and $30,000, respectively. However, these amounts will only be recorded at the date the Company enters
into the subsequent financing arrangement.



For the three months ended August 31, 2012,
interest expense related to the convertible notes amounted to $8,117 and the Company made a payment for interest due of $1,433
during August 2012. At August 31, 2012 and May 31, 2012, accrued and unpaid interest under the convertible notes amounted to $9,176
and $2,491, respectively, and is included in accrued interest on the accompanying consolidated balance sheets.



NOTE 3 - RELATED PARTY TRANSACTIONS



Notes payable – related parties



During the three months ended August 31,
2012, the Company entered into various note agreements with Trilogy Capital Partners, Inc. (“Trilogy Capital”), a company
majority owned by the Company’s president and director in the aggregate amount of $11,000. These notes are unsecured, bear
interest at 5.0% and are due one year from the respective note date. In August 2012, the Company repaid $2,500 to Trilogy Capital.
The Company did not enter into any note agreement with Trilogy Capital during the three months ended August 31, 2011. At August
31, 2012 and May 31, 2012, the aggregate principal note amounts due to Trilogy Capital amounted to $8,500 and $0, respectively,
which has been included in notes payable – related parties on the accompanying consolidated balance sheets, and interest
due to Trilogy Capital notes amounted to $77 and $15, respectively, which has been included in accrued interest – related
parties on the accompanying consolidated balance sheets. For the three months ended August 31, 2012 and 2011, interest expense
related to Trilogy Capital notes amounted to $62 and $0, respectively.





9











STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012







NOTE 3 - RELATED PARTY TRANSACTIONS
(continued)



Notes payable – related parties
(continued)



During the three months ended August 31,
2012, the Company entered into various note agreements with 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. During the three months ended August 31, 2012, the Company repaid Robert Y. Lee and Grandview Capital Corp. an aggregate
amount of $5,000. The Company did not enter into any note agreement with Robert Y. Lee and Grandview Capital Corp. during the three
months ended August 31, 2011. At August 31, 2012 and May 31, 2012, the aggregate principal amounts due for Robert Y. Lee and Grandview
Capital Corp. notes amounted to $22,600 and $9,600, respectively, which has been included in notes payable – related parties
on the accompanying consolidated balance sheets, and interest due on these notes amounted to $287 and $53, respectively, which
has been included in accrued interest - related parties on the accompanying consolidated balance sheets. For the three months ended
August 31, 2012 and 2011, interest expense related to Robert Y. Lee and Grandview Capital Corp. notes amounted to $234 and $0,
respectively.



At August 31, 2012 and May 31, 2012, aggregate
principal due under the above notes amounted to $31,100 and $9,600, respectively, and interest amounts due under the above notes
amounted to $364 and $68, respectively. The weighted average interest rate on the Company’s related party note obligations
was 5%.



Consulting fees – related parties



For the three
months ended August 31, 2011, the Company recognized a total of $750 for donated services from the former director/officer
at $250 permonth for consulting services provided by the former President and Director of the Company.
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 consolidated statements of operations. The Company
did not receive any donated service from the former director/officer during the three months ended August 31, 2012.



For the three
months ended August 31, 2012 and 2011, theCompany incurred $3,395 and $0, respectively, in administrative overhead fees
to Trilogy Capital for administrative support services, which has been included in consulting fees - related parties on the accompanying
consolidated statements of operations. As of August 31, 2012 and May 31, 2012, the Company owed Trilogy Capital $2,295 and $0,
respectively, for administrative overhead fees which has been included in accounts payable - related
parties on the accompanying consolidated balance sheets.



For the three months ended August 31, 2012
and 2011, the Company incurred $12,788 and $0, respectively, in accounting fees to CFO Oncall, Inc., a company majority-owned by
Adam Wasserman, the Company’s chief financial officer. These fees have beenincluded in consulting
fees – related parties on the accompanying consolidated statements of operations.



Other



For the three months ended August 31, 2012,
the Company recorded rent expense of $4,500 for the office space leased from Trilogy Capital at $1,500 per month. For the three
months ended August 31, 2011, the Company recognized rent expense of $750 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. These amounts have been included in rent - related parties on the accompanying consolidated statements
of operations. As of August 31, 2012 and May 31, 2012, the Company owed Trilogy Capital $4,500 and $0, respectively, for rent which
has been included in accounts payable – related parties on the accompanying consolidated balance sheets.



Trilogy Capital,
from time to time, providedadvances to the Company for working capital purposes. During the three months ended August 31,
2012, Trilogy Capital advanced the Company $3,000. The Company did not make any repayment to Trilogy Capital in the three months
ended August 31, 2012. Trilogy Capital did not provide any advance to the Company for working capital purposes during the three
months ended August 31, 2011. At August 31, 2012 and May 31, 2012, the Company had a payable to Trilogy Capital of $4,321 and $1,321,
respectively, which has been included in accounts payable - related parties on the accompanying consolidated balance sheets. These
advances were short-term in nature and non-interest bearing.





10









STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012



NOTE 3 - RELATED PARTY TRANSACTIONS
(continued)



Other (continued)



At August 31, 2012 and May 31, 2012, the
Company owed Robert Y. Lee $999and $715, respectively, for travel and entertainment reimbursement which
has been included in accounts payable - related parties on the accompanying consolidated balance sheets.



At August 31, 2012 and May 31, 2012, the
Company owed Grandview Capital Corp. $10,016 and $0, respectively, for travel reimbursement which has been included in accounts
payable - related parties on the accompanying consolidated balance sheets.



NOTE 4 – 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 August
31, 2012 and May 31, 2012, the Company hasissued 7,620,000 and 7,620,000, respectively, common shares.



NOTE 5 – 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 (the “CEO”) 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 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. 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 August 31, 2012 and 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 agreementfor 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 August 31, 2012 and May 31, 2012,
the Companyowed this advisor $40,000 and$10,000, respectively, which has been in included in
accounts payableon the accompanying consolidated balance sheets.





11









STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012





NOTE 5 – COMMITMENTS AND CONTINGENCIES
(continued)



Consulting Agreements (continued)



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 byConsultant during
the term of this Agreement, then the Company shall pay the Performance Fee to Consultant. At August 31, 2012 and May 31, 2012,
the Company owed this advisor $10,000 and $0, respectively, which has been in included in accounts payable on the accompanying
consolidated balance sheets. As of August 31, 2012 and May 31, 2012, no merger, acquisition or other similar transaction to which
the Company is party were originated by the consultant or the designee of the consultant; thus, no performance fee has been recognized.



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, theCompany
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. As of August 31, 2012 and May 31, 2012, no merger,
acquisition or other similar transaction to which the Company is party was originated by the consultant or the designee of the
consultant; thus, no performance fee has been recognized.



NOTE 6 – SUBSEQUENT EVENTS



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 September 14, 2012, the Company entered into a Note Purchase Agreement
and related Note Agreement (the “Note Agreement”). Pursuant to the Note Agreement, on September 14, 2012, the Company
issued Note in the principal amount of $50,000 (the “Note”). The Note bears interest at the rate of 12% per annum and
is 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 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
Note (principal amount and accrued but unpaid interest) by delivering to the holder 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.





12









STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

August 31, 2012





NOTE 6 – SUBSEQUENT EVENTS (continued)



Convertible notes payable (continued)



Since the convertible note includes 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 holder 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 feature of the Note
(the “Commitment Date”) of $50,000. However, the amount will only be recorded at the date the Company enters into the
subsequent financing arrangement.



Notes payable – related parties



Subsequent to August 31, 2012, the Company
entered into a one-year note agreement with Trilogy Capital in the aggregate amount of $6,000. This note
is unsecured, bears interest at 5.0% and is due one year from the respective note date. Additionally,the Company repaid
principal balance on notes due to Trilogy capital in the amount of $8,500.



Subsequent to
August 31, 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$1,750. These notes are unsecured, bear interest at 5.0% and are due one year from the
respective notedate. Additionally,the Company repaid principal balances due on notes in the
amount of $16,500.





13











ITEM 2.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 us, 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 July 31, 2012, we formed Staffing 360
Alliance, Inc., a new wholly-owned division, incorporated in the State of Nevada for the purpose of exploring some business prospects
in the staffing sector.



Limited Operating History



We have generated no independent financial
history and have not previously demonstrated that we will be able to expand our 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.



Critical Accounting Policies and Estimates



Our significant accounting policies are
more fully described in Note 1 to our consolidated financial statements for the three months ended August 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 consolidated 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 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 consolidated financial statements.



14











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 August 31, 2012. We account for non-employee share-based awards in accordance with ASC Topic 505-50.



Recent Accounting Pronouncements



Accounting standards that have been issued
or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on us upon adoption.



Results of operations



For the three months ended August
31, 2012 as compared to the three months ended August 31, 2011



Revenues



Since inception, we have not generated any revenues.



Operating expenses



For the three months ended August 31, 2012,
operating expenses amounted to $197,668 as compared to $11,100 for the three months ended August 31, 2011, an increase of $186,568
or 1,680.8%. For the three months ended August 31, 2012 and 2011, operating expenses consisted of the following:



|                                  |  | For the Three Months Ended 
August 31, 2012 |         |  | For the Three Months Ended 
August 31, 2011 |  
|--------------------------------- |  | ------------------------------------------- | ------- |  | ------------------------------------------- | -
|Compensation and benefit          |  | $                                           | 31,465  |  |                                             | $
|Consulting fees – related parties |  |                                             | 16,183  |  |                                             |  
|Rent – related parties            |  |                                             | 4,500   |  |                                             |  
|Professional fees                 |  |                                             | 118,948 |  |                                             |  
|Other general and administrative  |  |                                             | 26,572  |  |                                             |  
|                                  |  |                                             |         |  |                                             |  
|Total Operating Expenses          |  | $                                           | 197,668 |  |                                             | $



For the three months ended August 31, 2012,
the increase in our operating expenses as compared to the three months ended August 31, 2011 was primarily attributable to:



| | · | An increase in compensation and benefit of $31,465. In February 2012, we hired our chief executive
officer pursuant to an employment agreement.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------

| | · | An increase in consulting fees to related parties incurred for administrative overhead services
and business development services of $15,433. We expect the expense to continue to increase in the near future as we implement
our business plan.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | An increase in rent to related parties for office space used by us of $3,750.
| | - | -----------------------------------------------------------------------------

| | · | For the three months ended August 31, 2012, we incurred professional fees of $118,948 including
consulting fees of $84,181 for business development services, accounting fees of $2,600 for quarterly review, legal fees of $29,855,
and other professional fees of $2,312. 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | We also experienced an increase of $19,742 in general and administrative expenses in the three
months ended August 31, 2012 as compared to the three months ended August 31, 2011 and expect these expenses to increase in the
near future as we implement our business plan.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





15









Other Expenses



For the three months ended August 31, 2012,
we incurred aggregate interest expense of $8,117 and $296 related to outstanding convertible notes payable and related parties
notes payable, respectively. We did not incur interest expense in the three months ended August 31, 2011.



Net Loss



As a result of the factors described above,
our net losses for the three months ended August 31, 2012 and 2011 were $206,081 and $11,100, respectively, or a net loss per common
share of $0.03 and $0.00 (basic and diluted), respectively.



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 August 31, 2012, we had a cash balance of $45,785. 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 whereby we are 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, during
the period from March 2012 through August 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 $350,000 (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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | During the period from April 2012 to August 2012, we entered into various note agreements with
Trilogy Capital Partners, Inc. (“Trilogy Capital”), a company majority owned by Company’s president and director
in the aggregate amount of $14,800 and we made repayment of $6,300 for these notes. These notes are unsecured, bear interest at
5.0% and are due one year from the respective note date.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





16







| | · | During the period from April 2012 to 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 $27,600 and we made repayment of $5,000
for these notes. These notes are unsecured, bear interest at 5.0% and are due one year from the respective note date.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Subsequent to August 31, 2012, we entered into various one-year note agreements with Trilogy Capital
in the aggregate amount of $6,000and we made repayment of$8,500
for notes. These notes are unsecured, bear interest at 5.0% and are due one year from the respective note date.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Subsequent to August 31, 2012, we entered into various note agreements with a Robert Y. Lee and
Grandview Capital Corp. shareholders of TRIG in the aggregate amount of $1,750 and we made repayment of $16,500 for notes. 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.



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 three months ended August 31, 2012,
net cash flows used in operating activities amounted to $94,582 and was attributable to our net loss of $206,081, offset by the
cash receipt from the changes in operating assets and liabilities such as: a decrease in prepaid expenses of $16,125, an increase
in accounts payable of $68,298, an increase in accounts payable – related parties of $20,095, an increase in accrued interest
of $6,685 and an increase in accrued interest - related parties of $296.



For the three months ended August 31, 2011,
net cash flows used in operating activities amounted to $9,550 and was attributable to our net loss of $11,100, offset by the add
back of the non-cash item of donated services and rent expense of $1,500, and changes in operating assets and liabilities of $50.



Financing activities



For the three months ended August 31, 2012,
net cash flows provided by financing activities was $121,500 and was attributable to the proceeds from convertible notes payable
of $100,000, and cash received from related parties notes of $29,000, offset by the repayment of related parties notes of $7,500.
For the three months ended August 31, 2011, net cash flows provided by financing activities was $27,000 and was attributable to
the sale of our common stock.





17









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 August 31, 2012 and the effect these obligations are expected to have on our liquidity and cash flows in future
periods.



|Contractual obligations            |  | Total |         |  | less than 1 year |   |         | 1-3 Years |  |   | 3-5 Years |  |  | 5+ Years |  
|---------------------------------- |  | ----- | ------- |  | ---------------- | - | ------- | --------- |  | - | --------- |  |  | -------- | -
|Convertible notes payable          |  | $     | 350,000 |  |                  | $ | 350,000 |           |  | $ | -         |  |  | $        | -
|Interest for convertible notes     |  |       | 9,176   |  |                  |   | 9,176   |           |  |   | -         |  |  |          | -
|Notes payable - related parties    |  |       | 31,100  |  |                  |   | 31,100  |           |  |   | -         |  |  |          | -
|Interest for related parties notes |  |       | 364     |  |                  |   | 364     |           |  |   | -         |  |  |          | -
|Total contractual obligations      |  | $     | 390,640 |  |                  | $ | 390,640 |           |  | $ | -         |  |  | $        | -



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.



ITEM 3.   QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



ITEM 4.  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and
Procedures



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.



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 quarter ended August 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.





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PART II – OTHER INFORMATION



ITEM 1.  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 1A.  RISK FACTORS



We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



ITEM 2.    UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



ITEM 3.  DEFAULTS
UPON SENIOR SECURITIES



Not applicable.



ITEM 4.  MINE
SAFETY DISCLOSURES



None.



ITEM 5.  OTHER
INFORMATION



None.



ITEM 6.   EXHIBITS



The following documents are included herein:



|Exhibit No. |  | Document Description                                                                                                                                                                 
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 302 of theSarbanes-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 theSarbanes-Oxley Act of 2002.
|101.INS*    |  | XBRL Instance Document                                                                                                                                                               
|101.SCH*    |  | XBRL Taxonomy Schema                                                                                                                                                                 
|101.CAL*    |  | XBRL Taxonomy Calculation Linkbase                                                                                                                                                   
|101.DEF*    |  | XBRL Taxonomy Definition Linkbase                                                                                                                                                    
|101.LAB*    |  | XBRL Taxonomy Label Linkbase                                                                                                                                                         
|101.PRE*    |  | XBRL Taxonomy Presentation Linkbase                                                                                                                                                  



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



* To be
filed by amendment.





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SIGNATURES



Pursuant to the requirements 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, INC. |                                                                                          
|---------------------- | ---------------------------- | -----------------------------------------------------------------------------------------
|                       |                              |                                                                                          
|Date: October 15, 2012 | By:                          | /s/ Allan Hartley                                                                        
|                       |                              | Allan Hartley                                                                            
|                       |                              | Chief Executive Officer
        (Duly Authorized Officer and Principal Executive Officer)
|                       |                              |                                                                                          
|Date: October 15, 2012 | By:                          | /s/ Adam Wasserman                                                                       
|                       |                              | Adam Wasserman                                                                           
|                       |                              | Chief Financial Officer
        (Duly Authorized Officer and Principal Financial Officer)





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