SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                         FORM 10-Q

(Mark One)
[X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 2012

                OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
               For the transition period from        to

               Commission file number 000-54427

               FIRST RATE STAFFING CORPORATION
          (Exact name of registrant as specified in its charter)

        Delaware                              45-1875249
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)         Identification No.)

                   2775 West Thomas Road
                        Suite 107
                  Phoenix, Arizona 85018
(Address of principal executive offices)  (zip code)

                        602-442-5277
(Registrant's telephone number, including area code)

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.
                                        [
X ] Yes   [   ] No

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", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

   Large Accelerated filer  [  ]       Accelerated filer        [   ]
    Non-accelerated filer   [  ]     Smaller reporting company  [ X ]
  (do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company  (as
defined in Rule 12b-2 of the Exchange Act).
                         [ X] Yes   [   ] No

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

             Class                               Outstanding at
                                                 November 1, 2012
     Common Stock, par value $0.0001               2,000,000 shares

Documents incorporated by reference:            None


                  PART I

ITEM 1.   FINANCIAL STATEMENTS



Balance Sheets as of September 30, 2012 (unaudited)
and December 31, 2011                                       1

Statements of Operations for the Three and  Nine Months
Ended September 30, 2012, and the Period from April 20,
2011 (Inception) to September 30, 2012 (unaudited)          2

Statements of Cash Flows for the Nine Months Ended
September 30, 2012, and the Period from April 20, 2011
(Inception) to September 30, 2012 (unaudited)               3

Notes to Financial Statements (unaudited)                   4-7

<PAGE>

                    First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                  (A DEVELOPMENT STAGE COMPANY)
                         BALANCE SHEETS
<TABLE>
<CAPTION>
           ASSETS
                                           September 30,     December 31,
                                               2012              2011
                                           -------------    ------------
                                            (Unaudited)
<S>                                         <C>             <C>

 Current assets
    Cash			             $      150     $    2,000
                                           -------------    ------------
 TOTAL ASSETS			             $      150     $    2,000
				           =============    ============

         LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities
    Accrued liabilities      	             $        -     $      400
                                           -------------    ------------
    Total Liabilities		 	              -            400
                                           -------------    ------------

 Stockholders' equity
    Preferred stock, $0.0001 par value,
    20,000,000 shares authorized; none
    issued and outstanding                            -              -

    Common stock, $0.0001 par value,
    100,000,000 shares authorized;
    1,500,000 and 20,000,000 shares
    issued and outstanding                          150          2,000

    Additional paid-in capital	                 52,501            943

    Accumulated deficit		                (52,501)        (1,343)
                                             -----------    ------------
    Total stockholders' equity	                    150          1,600
                                             -----------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $      150     $    2,000
				             ===========    ============


 The accompanying notes are an integral part of these financial statements.

</TABLE>

                                     1

<PAGE>

<TABLE>
<CAPTION>

                   First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                     (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF OPERATIONS
	   		       (unaudited)

                                                                                      For the period
                                     For the three     For the nine   For the three   from April 20,
                                     months ended      months ended   months ended    2011 (Inception)
                                     September 30,     September 30,  to September    to September
                                     2012              2012           30, 2012        30, 2012
                                     --------------    ------------   -----------     -------------
<S>                                  <C>               <C>            <C>             <C>
Revenue                               $         -      $        -     $       -       $      -

Cost of revenue                                 -               -             -              -
                                      -------------    ------------   -----------     ------------
Gross profit                                    -               -             -              -

Operating expenses                            5,408         51,158            -            52,501
                                      -------------    ------------   -----------     ------------
Loss before income tax                       (5,408)       (51,158)           -           (52,501)

Income Taxes                                    -               -             -              -
                                      -------------    ------------   -----------     ------------
Net loss                              $      (5,408)   $   (51,158)           -       $   (52,501)
                                      =============    ============   ===========     ============

Loss per share -
     basic and diluted                $      (0.00)    $    (0.00)    $       -
                                      -------------    ------------   -----------
Weighted average shares
    outstanding-
    basic and diluted                    11,151,460     11,151,460     20,000,000
                                      -------------    ------------   -----------


 The accompanying notes are an integral part of these financial statements.


                                       2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                   First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                     (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS
                            (Unaudited)

                                                                         For the period from
                                        	    For the nine         September 21, 2011
                                        	    months ended         (Inception) to
                                       		   September 30, 2012    September 30, 2012
                                       		   -----------------     ----------------
<S>                                    		   <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                          $      (51,158)       $     (52,501)

  Changes in operating assets and liabilities

     Accrued liabilities                                      (400)                    -
                                       		   -----------------     ----------------
     Net cash used in operating activities                 (51,558)              (52,501)
                                       		   -----------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from the issuance of common stock                   100                 2,100

  Redemption of common stock                                (1,950)               (1,950)

  Proceeds from stockholders' additional
              paid-in capital                               51,558                52,501
                                       		   -----------------     ----------------
    Net cash provided by financing activities               49,708		  52,651
                                       		   -----------------     ----------------
Net increase in cash       			            (1,850)                  150

Cash at beginning of period                                  2,000                    -
                                       		   -----------------     ----------------
Cash at end of period                                $         150         $         150
                                                    ================     ================

</TABLE>

 The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                    First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                  (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE FINANCIAL STATEMENTS
                          (unaudited)

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

NATURE OF OPERATIONS

First Rate Staffing Corporation.  ("First Rate" or "the Company"),
formerly known as Moosewood Acquisition Corporation ("Moosewood") was
incorporated on April 20, 2011 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company is
in the process of negotiating with a staffing company for combination.
The combination will likely be taking the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended. No assurances can be
given that Moosewood will be successful in locating or negotiating with
any target company. Moosewood has been formed to provide a method for a
foreign or domestic private company to become a reporting company with
a class of securities to be registered under the Securities Exchange
Act of 1934.

On May 22, 2012, the shareholders of the corporation and the Board of
Directors unanimously  approved the change of the Registrant's name to
First Rate Staffing Corporation and filed such change with the State of
Delaware.

On May 22, 2012, new officers and directors were appointed and elected and
the prior officers and directors resigned.

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission
("SEC") for interim financial information. Accordingly, they do not include
all of the information and notes required by U.S. GAAP for complete
financial statements. The accompanying unaudited financial statements
include all adjustments, composed of normal recurring adjustments, considered
necessary by management to fairly state our results of operations, financial
position and cash flows. The operating results for interim periods are not
necessarily indicative of results that may be expected for any other interim
period or for the full year. These unaudited financial statements should be
read in conjunction with the financial statements and notes thereto included
in our Annual Report on Form 10-K for the year ended December 31, 2011 as
filed with the SEC.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods.  Actual results could
differ from those estimates.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of September
30, 2012 and December 31, 2011.

                                4
<PAGE>

                    First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                  (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE FINANCIAL STATEMENTS
                          (unaudited)


INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.  As of September 30, 2012 and December 31, 2011,
there were no deferred taxes.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity.  As
of September 30, 2012 and December 31, 2011, there are no outstanding
dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:

   Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.

   Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.

   Level 3 inputs are unobservable inputs for the asset or liability.

The Company monitors the market conditions and evaluates the fair value
hierarchy levels at least quarterly.  For any transfers in and out of the
levels of the fair value hierarchy, the Company elects to disclose the
fair value measurement at the beginning of the reporting period during
which the transfer occurred.

NOTE 2 - GOING CONCERN

The Company has sustained operating losses since inception. It has an
accumulated deficit of $52,501 as of September 30, 2012.  The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional financing
from its stockholders and/or other third parties.


                                 5
<PAGE>
                    First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                  (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE FINANCIAL STATEMENTS
                          (unaudited)


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. The continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity financing
to continue operations, successfully locating and negotiate with a business
entity for the combination of that target company with the Company. The
Company's management plans to pay all expenses incurred by the Company until
a business combination is effected, without repayment. There is no assurance
that the Company will ever be profitable. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be unable
to continue as a going concern.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Adopted

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair Value
Measurement   Topic 820."  ASU 2011-04 is intended to provide a consistent
definition of fair value and improve the comparability of fair value
measurements presented and disclosed in financial statements prepared in
accordance with U.S. GAAP and IFRS.  The amendments include those that
clarify the FASB's intent about the application of existing fair value
measurement and disclosure requirements, as well as those that change a
particular principle or requirement for measuring fair value or for disclosing
information about fair value measurements.  This update is effective for
annual and interim periods beginning after December 15, 2011. The adoption
of this ASU did not have a material impact on our financial statements.

Not Adopted

In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (topic
210):  Disclosures about Offsetting Assets and Liabilities, which requires
new disclosure requirements mandating that entities disclose both gross and
net information about instruments and transactions eligible for offset in the
statement of financial position as well as instruments and transactions subject
to an agreement similar to a master netting arrangement.  In addition, the
standard requires disclosure of collateral received and posted in connection
with master netting agreements or similar arrangements.  This ASU is
effective for annual reporting periods beginning on or after January 1, 2013,
and interim periods within those annual periods.  Entities should provide the
disclosures required retrospectively for all comparative periods presented.
We are currently evaluating the impact of adopting ASU 2011-11 on the
consolidated financial statements.

The FASB issued Accounting Standards Update (ASU) No.
2012-02 Intangibles Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment, on July 27, 2012, to
simplify the testing for a drop in value of intangible assets such as
trademarks, patents, and distribution rights. The amended standard reduces
the cost of accounting for indefinite-lived intangible assets, especially
in cases where the likelihood of impairment is low. The changes permit
businesses and other organizations to first use subjective criteria to
determine if an intangible asset has lost value. The amendments to U.S.
GAAP will be effective for fiscal years starting after September 15, 2012.
Early adoption is permitted.  The adoption of this ASU will not have a
material impact on our financial statements.

                              6
<PAGE>
                    First Rate Staffing Corporation
          (Formerly known as Moosewood Acquisition Corporation)
                  (A DEVELOPMENT STAGE COMPANY)
                NOTES TO THE FINANCIAL STATEMENTS
                          (unaudited)

Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the United States Securities and Exchange Commission did
not or are not believed by management to have a material impact on the
Company's present or future financial statements.
NOTE 4   STOCKHOLDER'S EQUITY

The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of September 30, 2012,
1,500,000 shares of common stock and no preferred stock were issued and
outstanding.

In March, 2012, the stockholders' of the Company paid $45,000 to Tiber
Creek Corporation for professional services on behalf of the Company, and
the remaining balance of $20,000 for the services will be paid when the
securities of the Reporting Company begin to trade on a public market.
The professional fees paid on behalf of the Company were recorded under
additional paid in capital.

On May 22, 2012, the Company redeemed an aggregate of 19,500,000 of the
then 20,000,000 shares of outstanding stock at a redemption price of
$0.0001 per share for an aggregate redemption price of $1,950.

On May 23, 2012, the Company issued 1,000,000 shares of its common stock
at a par for an aggregate of $100 representing 67% of the total outstanding
1,500,000 shares of common stock.

NOTE 5   SUBSEQUENT EVENTS

Activities Subsequent to the Date of this Report

On November 9, 2012, the Company entered into merger agreements with
each of First Rate Staffing, LLC, a California limited liability company,
and First Rate Staffing, Inc., a Nevada corporation, in separate mergers
(collectively, and together, the "Mergers") that were concurrently
anticipated to be completed in mid-November, 2012.  The purpose of the
Mergers is to facilitate and prepare the Company for a registration statement
and/or the public offering of securities.  Prior to the Mergers, First Rate
California and First Rate Nevada were under common control by the same
group of shareholders.

     The Company anticipates that as part of such Mergers, it will issue
4,000,000 shares of its common stock.  Once these Mergers are effected, the
Company will file a Form 8-K with the Securities and Exchange Commission
publicly reporting the Mergers.

     The Company is in the process of preparing to file a registration
statement on Form S-1 for the offer and sale of 1,600,000 shares of the
Company's common stock owned by certain shareholders of the Company.
It is anticipated that the shares will be offered at a sales price of $2.00
per share. The Company has not yet filed the registration statement and no
sales can be made pursuant to such registration statement until such
registration statement becomes effective by the Securities and Exchange
Commission.


                                  7
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     The Company is a development stage company and has sustained operating
losses since its inception.  It has an accumulated deficit of $52,501 as of
September 30, 2012.  The Company's independent auditors have issued a
report raising a substantial doubt about the Company's ability to continue
as a going concern. The Company has not established a revenue source
since inception.  The only source of cash has been capital invested by
shareholders and the Company has had no sales nor received revenues since
inception through the date of this report.

Background

     First Rate Staffing Corporation (formerly Moosewood Acquisition
Corporation) ("First Rate Staffing" or the "Company") was incorporated on
April 20, 2011 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions.

     First Rate Staffing has been in the developmental stage since inception
and its operations to date have been limited to filing a registration
statement and issuing shares of its common stock to the original shareholders
and to the subsequent shareholders to whom control of the Company was
transferred.

     The Company registered its common stock on a Form 10 registration
statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof.  The Company files with the Securities and
Exchange Commission periodic and current reports under Rule 13(a) of
the Exchange Act, including quarterly reports on Form 10-Q and annual
reports Form 10-K.

     The Company is a development-stage SEC reporting company that intends
to provide temporary staffing services to the consumer goods and services
industry.

     As discussed below, the Company is in the process of effecting a
merger with two related operating companies (First Rate Staffing, Inc.
and First Rate Staffing LLC) which are controlled by the President of the
Company.

Activities Subsequent to the Date of this Report

     On November 9, 2012, the Company entered into merger agreements with
each of First Rate Staffing, LLC, a California limited liability company,
and First Rate Staffing, Inc., a Nevada corporation, in separate mergers
(collectively, and together, the "Mergers") that were concurrently
anticipated to be completed in mid-November, 2012.  The purpose of the
Mergers is to facilitate and prepare the Company for a registration
statement and/or the public offering of securities.  Prior to the
Mergers, First Rate California and First Rate Nevada were under common
control by the same group of shareholders.

     First Rate Staffing Inc. and First Rate Staffing LLC are light
industrial staffing companies designed to provide human resources,
risk management and temporary labor services primarily to the consumer
goods/services industry such as food products and distribution, wire
and frame assembly, retail and wholesale packaging and drug packaging.
These companies primarily depend on temporary labor to meet the
increase/decrease in demand.

     The Company anticipates that as part of such Mergers, it will issue
4,000,000 shares of its common stock.  Once these Mergers are effected,
the Company will file a Form 8-K with the Securities and Exchange Commission
publicly reporting the Mergers.

     The Company is in the process of preparing to file a registration
statement on Form S-1 for the offer and sale of 1,600,000 shares of the
Company's common stock owned by certain shareholders of the Company.  It
is anticipated that the shares will be offered at a sales price of $2.00
per share. The Company has not yet filed the registration statement and
no sales can be made pursuant to such registration statement until
such registration statement becomes effective by the Securities
and Exchange Commission.

Revenues

     The Company has received no income, has had no operations nor expenses,
other than Delaware state fees and legal and accounting fees as required for
incorporation and for the preparation of the Company's financial statements.

Results of Operations

     As of September 30, 2012, the Company had not generated revenues and had
no income or cash flows from operations since inception and had accumulated
a deficit of $52,501.  The Company has no operations nor does it currently
engage in any business activities generating revenues.

Off-Balance Sheet Arrangements

     The Company has no off-balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is deemed by our management to
be material to investors.

Recent Accounting Policies

     The recent material accounting policies that may be the most critical
to understanding of the financial results and conditions are discussed in
Note 3 of the unaudited financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISK.

     Information not required to be filed by Smaller Reporting Companies.

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934
("Exchange Act"), the Company's  management, under the supervision and with
the participation of the Chief Operating Officer, who is also the executive
principal officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) as of September 30, 2012, the end
of the period covered by this Quarterly Report on Form 10-Q.

     Based upon that evaluation, the Chief Operating Officer and Chief
Financial Officer concluded that, as of September 30, 2012, the disclosure
controls and procedures were not effective. Disclosure controls and
procedures means controls and other procedures that are designed to ensure
that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and
communicated to management, including the principal executive and principal
financial officer, as appropriate to allow timely decisions regarding
required disclosure.

     The Company's management has identified material weaknesses in its
internal control over financial reporting related to the
following matters:

     A lack of sufficient segregation of duties. Specifically, this material
weakness is such that the design over these areas relies primarily on defective
controls and could be strengthened by adding preventative controls to properly
safeguard company assets.

     A lack of sufficient personnel in the accounting function due to the
Company's limited resources with appropriate skills, training and experience
to perform certain tasks as it relates to financial reporting.

     The Company's plan to remediate those material weaknesses remaining is
as follows:

     Improve the effectiveness of the accounting group by continuing to
augment existing resources with additional consultants or employees to
improve segregation procedures and to assist in the analysis and recording
of complex accounting transactions. The Company plans to mitigate the
segregation of duties issues by hiring additional personnel in the
accounting department once it generates significantly more revenue, or
raises significant additional working capital.

     Improve segregation procedures by strengthening cross approval of
various functions including quarterly internal audit procedures where
appropriate.

Changes in Internal Control Over Financial Reporting

     Notwithstanding the change in control there was no change in the
Company's internal control over financial reporting that was identified
in connection with such evaluation that occurred during the period
covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.



                 PART II

ITEM 1.  LEGAL PROCEEDINGS

     There are no pending, threatened or actual legal proceedings in which
the Company or any subsidiary is a party.

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

     All shares of common stock issued by the Company have been issued
pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended, as transactions by
an issuer not involving any public offering.

     On April 20, 2011 the Company issued 20,000,000 shares of its
common stock to two shareholders.

     On May 22, 2012, the Company redeemed 19,500,000 of the outstanding
20,000,000 shares of common stock for a redemption price of $1,950.

     On May 23, 2012, the Company issued 1,00,000 shares of its common
stock to Cliff Blake for an aggregate price of $100.

     From July 1, 2012 through October 31, 2012, 500,000 shares of
common stock were issued by the Company to 37 shareholders.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of the security holders
during the quarter covered by this report.

ITEM 5.  OTHER INFORMATION

               (a)  Not applicable.
               (b)  Item 407(c)(3) of Regulation S-K:

     During the quarter covered by this Report, there have not been any
material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.

ITEM 6.  EXHIBITS

          (a)     Exhibits

     31.1 Certification of the Chief Executive Officer and Chief
          Financial Officer pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002

     32.1 Certification of the Chief Executive Officer and Chief
          Financial Officer \pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002


                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.


                         FIRST RATE STAFFING CORPORATION

                         By:   /s/ Cliff Blake
Dated: November  14, 2012           President and Principal
                                        executive officer


                         By:   /s/ Cliff Blake
Dated: November 14, 2012        Principal financial officer