SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)

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



For the quarterly period ended June 30,
2014



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                        |  | 46-0708635                          
|------------------------------- |  | ------------------------------------
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     



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.

xYes ̈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).

 ̈YesxNo



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 August 14, 2014
|------------------------------- |  | ------------------------------
|Common Stock, par value $0.0001 |  | 7,500,000 shares              



Documents incorporated by reference: None











FIRST RATE STAFFING CORPORATION



|Table of Contents              | Page                                                                                                           
|------------------------------ | ---------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                
|PART I — FINANCIAL INFORMATION | 3                                                                                                              
|                               |                                                                                                                
|Item 1.                        | Financial Statements                                                                                           
|                               |                                                                                                                
|                               | Condensed Consolidated Balance Sheets at June 30, 2014 (Unaudited) and December 31, 2013                       
|                               |                                                                                                                
|                               | Condensed Consolidated Statements of Operations (Unaudited) — Three and Six Months Ended June 30, 2014 and 2013
|                               |                                                                                                                
|                               | Condensed Consolidated Statements of Cash Flows (Unaudited) — Three and Six Months Ended June 30, 2014 and 2013
|                               |                                                                                                                
|                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                               
|                               |                                                                                                                
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                          
|                               |                                                                                                                
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                     
|                               |                                                                                                                
|Item 4.                        | Controls and Procedures                                                                                        
|                               |                                                                                                                
|PART II — OTHER INFORMATION    | 20                                                                                                             
|                               |                                                                                                                
|Item 1.                        | Legal Proceedings                                                                                              
|                               |                                                                                                                
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                    
|                               |                                                                                                                
|Item 3.                        | Defaults upon Senior Securities                                                                                
|                               |                                                                                                                
|Item 4.                        | Mine Safety Disclosures                                                                                        
|                               |                                                                                                                
|Item 5.                        | Other Information                                                                                              
|                               |                                                                                                                
|Item 6.                        | Exhibits                                                                                                       
|                               |                                                                                                                
|Signatures                     | 20                                                                                                             
|                               |                                                                                                                
|Exhibit Index                  |                                                                                                                



2









PART I



ITEM 1. FINANCIAL STATEMENTS



FIRST RATE STAFFING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                                                      |  | June 30,    |           |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | --------- | - | ------------ | -
|                                                                                                                                                                                      |  | 2014        |           |   | 2013         |  
|                                                                                                                                                                                      |  | (Unaudited) |           |   |              |  
|Assets                                                                                                                                                                                |  |             |           |   |              |  
|                                                                                                                                                                                      |  |             |           |   |              |  
|Current assets                                                                                                                                                                        |  |             |           |   |              |  
|Cash                                                                                                                                                                                  |  | $           | 229,734   |   |              | $
|Accounts receivable, net                                                                                                                                                              |  |             | 130,931   |   |              |  
|Notes receivable - related party, current portion                                                                                                                                     |  |             | 8,388     |   |              |  
|Prepaid expenses and other current assets                                                                                                                                             |  |             | -         |   |              |  
|Total current assets                                                                                                                                                                  |  |             | 369,053   |   |              |  
|                                                                                                                                                                                      |  |             |           |   |              |  
|Property and equipment, net                                                                                                                                                           |  |             | 23,153    |   |              |  
|Notes receivable - related party, net of current portion                                                                                                                              |  |             | -         |   |              |  
|Intangible assets, net                                                                                                                                                                |  |             | 1,354,220 |   |              |  
|Deposit and other assets                                                                                                                                                              |  |             | 6,200     |   |              |  
|Total assets                                                                                                                                                                          |  | $           | 1,752,626 |   |              | $
|                                                                                                                                                                                      |  |             |           |   |              |  
|Liabilities and Stockholders' Equity (Deficit)                                                                                                                                        |  |             |           |   |              |  
|                                                                                                                                                                                      |  |             |           |   |              |  
|Current liabilities                                                                                                                                                                   |  |             |           |   |              |  
|Accounts payable                                                                                                                                                                      |  | $           | 64,363    |   |              | $
|Other current liabilities                                                                                                                                                             |  |             | 215,154   |   |              |  
|Current portion of long-term notes payable, net of discount                                                                                                                           |  |             | 207,477   |   |              |  
|Total current liabilities                                                                                                                                                             |  |             | 486,994   |   |              |  
|                                                                                                                                                                                      |  |             |           |   |              |  
|Note payable, net of current portion                                                                                                                                                  |  |             | 250,000   |   |              |  
|Notes payable - related parties                                                                                                                                                       |  |             | 81,845    |   |              |  
|Total liabilities                                                                                                                                                                     |  |             | 818,839   |   |              |  
|                                                                                                                                                                                      |  |             |           |   |              |  
|Commitments                                                                                                                                                                           |  |             |           |   |              |  
|                                                                                                                                                                                      |  |             |           |   |              |  
|Stockholders' equity (deficit)                                                                                                                                                        |  |             |           |   |              |  
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized, zero shares issued and outstanding                                                                                  |  |             | -         |   |              |  
|Common stock, $0.0001 par value, 100,000,000 shares authorized, 7,500,000 (unaudited) and 7,000,000 shares issued and authorized at June 30, 2014 and December 31, 2013, respectively |  |             | 750       |   |              |  
|Additional paid-in capital                                                                                                                                                            |  |             | 1,089,802 |   |              |  
|Accumulated deficit                                                                                                                                                                   |  |             | (156,765  | ) |              |  
|Total stockholders' equity (deficit)                                                                                                                                                  |  |             | 933,787   |   |              |  
|Total liabilities and stockholders' equity (deficit)                                                                                                                                  |  | $           | 1,752,626 |   |              | $



The accompanying notes are an integral part of these condensed
consolidated financial statements



3







FIRST RATE STAFFING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

(Unaudited)



|                                     |  | Three Months Ended |           |  | Six Months Ended |  
|------------------------------------ |  | ------------------ | --------- |  | ---------------- | -
|                                     |  | June 30,           |           |  | June 30,         |  
|                                     |  | 2014               |           |  | 2013             |  
|                                     |  |                    |           |  |                  |  
|Revenues                             |  | $                  | 4,170,454 |  |                  | $
|Cost of revenues                     |  |                    | 3,665,451 |  |                  |  
|Gross profit                         |  |                    | 505,003   |  |                  |  
|Operating expenses                   |  |                    | 436,286   |  |                  |  
|Income from operations               |  |                    | 68,717    |  |                  |  
|Interest and other expense, net      |  |                    | 50,180    |  |                  |  
|Income (loss) before income tax      |  |                    | 18,537    |  |                  |  
|Income tax expense                   |  |                    | -         |  |                  |  
|Net income (loss)                    |  | $                  | 18,537    |  |                  | $
|                                     |  |                    |           |  |                  |  
|Net income (loss) per share:         |  |                    |           |  |                  |  
|Basic and diluted                    |  | $                  | -         |  |                  | $
|                                     |  |                    |           |  |                  |  
|Weighted average shares outstanding: |  |                    |           |  |                  |  
|Basic and diluted                    |  |                    | 7,500,000 |  |                  |  



The accompanying notes are an integral part of these condensed
consolidated financial statements



4







FIRST RATE STAFFING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

(Unaudited)





|                                                                                                   |  | Six Months Ended |          
|-------------------------------------------------------------------------------------------------- |  | ---------------- | ---------
|                                                                                                   |  | June 30,         |          
|                                                                                                   |  | 2014             |          
|                                                                                                   |  |                  |          
|Operating activities                                                                               |  |                  |          
|Net income (loss)                                                                                  |  | $                | (15,411  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                  |          
|Depreciation and amortization expense                                                              |  |                  | 114,977  
|Amortization of discount on note payable                                                           |  |                  | 13,114   
|Changes in operating assets and liabilities:                                                       |  |                  |          
|Accounts receivable                                                                                |  |                  | 23,099   
|Prepaid expense and other current assets                                                           |  |                  | 67,484   
|Deposits and other assets                                                                          |  |                  | 80       
|Accounts payable                                                                                   |  |                  | 6,704    
|Other current liabilities                                                                          |  |                  | 39,906   
|                                                                                                   |  |                  |          
|Net cash provided by (used in) operating activities                                                |  |                  | 249,953  
|                                                                                                   |  |                  |          
|Investing activities                                                                               |  |                  |          
|Borrowings on notes receivable - related party                                                     |  |                  | -        
|Payments from acquisition of property and equipment                                                |  |                  | -        
|                                                                                                   |  |                  |          
|Net cash used in investing activities                                                              |  |                  | -        
|                                                                                                   |  |                  |          
|Financing activities                                                                               |  |                  |          
|Payments on note payable - related party                                                           |  |                  | (74,262  
|                                                                                                   |  |                  |          
|Net cash used in financing activities                                                              |  |                  | (74,262  
|                                                                                                   |  |                  |          
|Net change in cash                                                                                 |  |                  | 175,691  
|Cash, beginning of the period                                                                      |  |                  | 54,043   
|Cash, end of the period                                                                            |  | $                | 229,734  
|                                                                                                   |  |                  |          
|Supplemental disclosure of cash flow information:                                                  |  |                  |          
|Interest paid                                                                                      |  | $                | 2,588    
|                                                                                                   |  |                  |          
|Supplemental disclosures of non-cash investing and financing                                       |  |                  |          
|Issuance of common stock for acquisition of Loyalty Staffing Services, Inc.                        |  | $                | 1,000,000
|Issuance of note payable for acquisition of Loyalty Staffing Services, Inc.                        |  | $                | 500,000  





The accompanying notes are an integral part
of these condensed consolidated financial statements



5







FIRST RATE STAFFING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(Unaudited)



1. ORGANIZATION AND BUSINESS



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.



The Company provides recruiting and staffing
services for temporary positions in the light industrial, distribution center, assembly, and clerical areas to its clients in California
and Arizona, with an option for the clients and candidates to choose the most beneficial working arrangements.



2. BASIS OF PRESENTATION



The accompanying condensed consolidated
balance sheet as of December 31, 2013, which has been derived from the Company’s audited financial statements as of that
date, and the unaudited condensed consolidated financial information of the Company as of June 30, 2014 and for the three and six
months ended June 30, 2014 and 2013, has been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article
8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary
for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such
periods. Operating results for the interim period ended June 30, 2014 are not necessarily indicative of the results that may be
expected for the entire year.



Certain information and footnote disclosure
normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant
to the rules of the United States Securities and Exchange Commission (“SEC”). These unaudited financial statements
should be read in conjunction with our audited financial statements and accompanying notes included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014.



3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



The summary of significant accounting policies
presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated
financial statements and accompanying notes are the representations of the Company’s management, who are responsible for
their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States
of America in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.



Use of Estimates



In preparing these condensed consolidated
financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount
of revenues and expenses during the reporting periods. Actual results could differ from those estimates.



Cash



The Company considers all highly-liquid
investments with original maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents
at June 30, 2014 and December 31, 2013.



6







Accounts Receivable and Factoring



Accounts receivable are carried at the
original amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management
determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer’s
financial condition and credit history, as well as current economic conditions. Accounts receivable are written off when deemed
uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The allowance for doubtful
accounts was $0 and $29,824 as of June 30, 2014 (unaudited) and December 31, 2013, respectively.



During 2012, the Company entered into a
new accounts receivable factoring arrangement with a non-related third party financial institution (the “Factor”).
Pursuant to the terms of the arrangement, the Company, from time to time, shall sell to the Factor certain of its accounts receivable
balances on a non-recourse basis for credit approved accounts. The Factor remits 90% of the accounts receivable balance to the
Company, with the remaining balance, less fees, to be forwarded to the Company once the Factor collects the full accounts receivable
balance from the customer. An administrative fee of 0.015% per diem is charged on the gross amount of accounts receivables assigned
to Factor, plus interest to be calculated at 0.011806% per day. The total amount of accounts receivable factored was $1,268,011
(unaudited) and $830,725 at June 30, 2014 and December 31, 2013, respectively.



Fair Value of Financial Instruments



Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific
asset or liability.



GAAP provides for a three-level hierarchy
of inputs to valuation techniques used to measure fair value, defined as follows:



| | • | Level 1 — Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity
can access.
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | • | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the asset or liability, including:
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | – | Quoted prices for similar assets or liabilities in active markets
| | - | -----------------------------------------------------------------



| | – | Quoted prices for identical or similar assets or liabilities in markets that are not active
| | - | -------------------------------------------------------------------------------------------

| | – | Inputs other than quoted prices that are observable for the asset or liability
| | - | ------------------------------------------------------------------------------

| | – | Inputs that are derived principally from or corroborated by observable market data by correlation or other means
| | - | ----------------------------------------------------------------------------------------------------------------



| | • | Level 3 — Inputs that are unobservable and reflect
the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based
on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount
of expected cash flows). The Company did not measure any financial instruments presented on the Consolidated Balance Sheets at
fair value on a recurring basis using significantly unobservable inputs (Level 3) as of June 30, 2014 and December 31, 2013.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Concentration of Credit Risk



Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its
cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions
in excess of the Federal Deposit Insurance Corporation limit. Historically, the Company has not experienced any losses on deposits.



The Company’s policy is to maintain
an allowance for doubtful accounts, if any, for estimated losses resulting from the inability of its customer to pay. However,
if the financial condition of the Company’s customers were to deteriorate rapidly, resulting in nonpayment, the Company could
be required to provide for additional allowances, which would decrease operating results in the period that such determination
was made.



7







Property and Equipment



Property and equipment is presented at
cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method
over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets
are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation
and amortization applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions,
if any, is recognized in the consolidated statements of operations



Equipment are recorded at cost and depreciated
using the straight-line method over an estimated useful life of 5 years.



Intangible Assets



The Company has intangible assets recorded
as part of a business acquisition (see Note 6). Intangible assets with definite useful lives, representing customer relationships,
are amortized over their estimated useful lives of 5 years using the straight-line method, which represents the economic benefit
pattern of the intangible assets.



Impairment of Long-Lived Assets



Long-lived assets, including intangibles,
are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable. The
evaluation requires that assets be grouped at the lowest level for which identifiable cash flows are largely independent of the
cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges)
is less than the carrying value of the assets, the assets will be written down to their estimated fair value and such loss is recognized
in income from continuing operations in the period in which the determination is made. The Company’s management currently
believes there is no impairment of its long-lived assets as of June 30, 2014 and December 31, 2013. There can be no assurance,
however, that market conditions will not change or demand for the Company’s business model will continue. Either of these
could result in future impairment of long-lived assets.



Revenue Recognition



The Company’s revenue is derived
from providing temporary staffing services to its clients. The Company recognizes revenue in accordance with Financial Accounting
Standards Board Accounting Standards Codification (“ASC”) No. 605, Revenue Recognition. In all cases, revenue
is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed
and collectability of the resulting receivable is reasonably assured.



Cost of Revenue



Cost of revenue consists of wages, related
payroll taxes, workers compensation, and employee benefits of the Company’s employees while they work on contract assignment
as temporary staff of the Company’s customers.



Net Income (Loss) Per Share



Basic income (loss) per share is computed
by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding
during the period. Diluted income (loss) per share reflect per share amounts that would have resulted if diluted potential common
stock had been converted to common stock.  Common stock equivalents have not been included in the diluted earnings per
share computation for the three and six months ended June 30, 2014 and 2013 as the amounts are anti-dilutive.



8







Income Taxes



Income taxes are accounted for under the
asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases
as well as operating loss and tax credit carryforwards. 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.
The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance
is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset
will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the
sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred
tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations
in the period that includes the enactment date.



The Company evaluates the accounting for
uncertainty in income tax recognized in its financial statements and determines whether it is more likely than not that a tax position
will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its financial
statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no
tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued for
any such uncertain tax positions as of June 30, 2014 or December 31, 2013.



Recent Accounting Pronouncements



There are no recently issued accounting
pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results
of operations, or cash flows.



4. GOING CONCERN



The Company has accumulated deficit of
$156,765 since inception. This accumulated deficit is primarily the result of increased operating expenses during 2012 associated
with professional fees necessary to complete its merger transaction in November 2012, as well as revenues being at below break-even
levels. Going forward, the Company expects these annual expenses to be lower. In addition, on February 11,2014, the
Company also acquired substantially all of the assets of Loyalty Staffing Services, Inc. (see Note 6), which is expected to increase
cash flows from operations. Management believes this will allow the Company to operate at profitable level in the future.



The Company’s continuation as a going
concern is dependent on management’s ability to develop profitable operations, and / or obtain additional financing from
its shareholders and / or other third parties. In order to address the need to satisfy its continuing obligations and realize its
long term strategy, management’s plans include continuing to fund operations with cash received from financing activities.



The accompanying condensed consolidated
financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions
raise substantial doubt about the Company’s ability to do so. The condensed consolidated 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.



9







5. PROPERTY AND EQUIPMENT



Property and equipment consisted of the
following as of June 30, 2014 and December 31, 2013.



|                               |  | June 30,    |        |  | December 31, |  
|------------------------------ |  | ----------- | ------ |  | ------------ | -
|                               |  | 2014        |        |  | 2013         |  
|                               |  | (Unaudited) |        |  |              |  
|                               |  |             |        |  |              |  
|Furniture and equipment        |  | $           | 5,658  |  |              | $
|Vehicles                       |  |             | 28,000 |  |              |  
|                               |  |             | 33,658 |  |              |  
|                               |  |             |        |  |              |  
|Less: accumulated depreciation |  |             | 10,505 |  |              |  
|                               |  |             |        |  |              |  
|                               |  | $           | 23,153 |  |              | $



Depreciation expense for the three months
ended June 30, 2014 and 2013 amounted to $1,665 and $1,667, respectively. Depreciation expense for the six months ended June 30,
2014 and 2013 amounted to $3,330 and $3,124, respectively.



6. ACQUISITION



On February 11, 2014, the Company entered
into an agreement to purchase the assets of Loyalty Staffing Services (“Loyalty”), a California corporation, for an
aggregate purchase price of $1,444,363 consisting of a $500,000 note payable, net of a discount of $55,637 for imputed interest,
and 500,000 shares of the Company’s common stock, valued at a price of $2 per share. As part of the agreement, the former
president and owner of Loyalty will become an employee of the Company. The $500,000 note payable portion of the purchase price
is payable as follows; 1) $50,000 of the purchase price will be paid within five days of the release of certain Uniform Commercial
Code liens and personal guarantees, 2) an additional $50,000 will be paid sixty days from the date of such release, 3) the Company
has executed a promissory note to the seller for $400,000, payable in four installments of $75,000 every six months after the closing
date of the agreement, with a remaining and final payment of $100,000 payable 30 months after the closing date.



The seller has the option of converting
all or any part of the $400,000 promissory note balance into the Company's common stock at the then prevailing trading price or
market value at the time of closing of the agreement or $2 per share. The Seller has agreed to a reduction in the promissory note
of an amount equal to 5% of $1,500,000 and a return of common stock of an amount equal to 2.5% of $1,500,000 for every reduction
of $1,500,000 in annual revenues generated by the loss a client or clients acquired as part of the asset agreement within 12 months
from the closing date.



Assets acquired and liabilities assumed
were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were
based on valuations using the income approach. The excess of the purchase price over the tangible assets, identifiable intangible
assets and assumed liabilities was recorded as goodwill.





10







The preliminary purchase price allocation
was allocated as follows:



|Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value |  |   |          
|----------------------------------------------------------------------------------------- |  | - | ---------
|                                                                                          |  |   |          
|Intangible assets                                                                         |  | $ | 1,465,867
|Accounts payable                                                                          |  |   | (21,504  
|                                                                                          |  | $ | 1,444,363



Intangible assets acquired represented
customer relationships which have an estimated useful life of 5 years. The estimated useful life is based on the patterns in which
the economic benefits related to such assets are expected to be realized.



Amortization expense for intangible assets
for the three and six months ended June 30, 2014 amounted to $73,093 and $111,647, respectively. Estimated future amortization
of intangible assets is as follows.



|Year Ended   |  |  |   |          
|------------ |  |  | - | ---------
|December 31, |  |  |   |          
|2014         |  |  | $ | 147,792  
|2015         |  |  |   | 293,173  
|2016         |  |  |   | 293,173  
|2017         |  |  |   | 293,173  
|2018         |  |  |   | 293,173  
|Thereafter   |  |  |   | 33,736   
|             |  |  | $ | 1,354,220



7. NOTES RECEIVABLE – RELATED
PARTY



In March 2013, the Company issued a series
of unsecured notes receivables to an officer of the Company totaling $8,388. The borrowings are due in one lump payment in March
2015 and earn interest at a rate of 15% per annum.



8. NOTES PAYABLE - RELATED PARTIES



During 2012, the Company obtained unsecured
promissory notes payable from one of its shareholders on various dates between March 2012 and December 2012. The total aggregate
amounts outstanding amounted to $81,845 (unaudited) and $156,107 as of June 30, 2014 and December 31, 2013, respectively. The notes
bear interest at a rate of 6% per annum and are due in full in one lump payment 3 years from the issuance dates. The remaining
outstanding balances are all due in December 2015. During the reporting period, there were no financial covenant requirements under
the notes.



11







9. NOTES PAYABLE – ACQUISITION



Notes payable resulting from the acquisition
of Loyalty consisted of the following.





|                                                                                                                                                                                                                                                                                                                                                                                             |  | June 30,    |          |   | December 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | - | ------------ | -
|                                                                                                                                                                                                                                                                                                                                                                                             |  | 2014        |          |   | 2013         |  
|                                                                                                                                                                                                                                                                                                                                                                                             |  | (unaudited) |          |   |              |  
|                                                                                                                                                                                                                                                                                                                                                                                             |  |             |          |   |              |  
|Cash payments due to the seller of Loyalty within 60 days UCC and personal guarantee releases                                                                                                                                                                                                                                                                                                |  | $           | 100,000  |   |              | $
|Promissory Note due to seller - Payable in four payments of $75,000 every 6 months after the closing date, with a remaining and final payment of $100,000 made at 30 months from the closing date. The note bears no interest and can be converted into shares of the company's common stock at any time at the prevailing trade price or the stock price at the closing of the transaction. |  |             | 400,000  |   |              |  
|                                                                                                                                                                                                                                                                                                                                                                                             |  |             | 500,000  |   |              |  
|                                                                                                                                                                                                                                                                                                                                                                                             |  |             |          |   |              |  
|Less: current maturities                                                                                                                                                                                                                                                                                                                                                                     |  |             | (250,000 | ) |              |  
|                                                                                                                                                                                                                                                                                                                                                                                             |  |             |          |   |              |  
|Long-term maturities                                                                                                                                                                                                                                                                                                                                                                         |  | $           | 250,000  |   |              | $





Expected future maturity of long-term debt is as follows for
each of the years ended December 31.



|Year Ended   |  |  |   |        
|------------ |  |  | - | -------
|December 31, |  |  |   |        
|2014         |  |  | $ | 175,000
|2015         |  |  |   | 150,000
|2016         |  |  |   | 175,000
|             |  |  | $ | 500,000



As the note payable from the acquisition of Loyalty has no stated
interest, the Company has imputed total interest of $55,637 using a rate of 10% per annum, which represents the Company’s
incremental borrowing rate for similar transactions. The discount is being amortized into interest expense using the interest method.
During the three and six months ended June 30, 2014, amortization of the discount amounted to $8,585 and $13,114, respectively.
As of June 30, 2014, the note payable is presented net of a discount of $42,523. The note has not been paid due to an internal
issue and the Company is currently in the process of renegotiating the terms of the outstanding notes.



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



The discussion and analysis of our financial condition and results
of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the condensed consolidated financial statements, as well as the reported revenues and expenses during
the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below.
We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



12







As used in this “Management’s Discussion and Analysis
of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,”
“us,” “our” or “the Company” refers to the business of First Rate Staffing Corporation.



The following discussion should be read together with
the information contained in the unaudited condensed consolidated financial statements and related notes included in Item 1, “Financial
Statements,” in this Form 10-Q.



Overview



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.



The Company provides recruiting and staffing
services for temporary positions in the light industrial, distribution center, assembly, and clerical areas to its clients in California
and Arizona, with an option for the clients and candidates to choose the most beneficial working arrangements.



The Company’s independent auditors
have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless the Company is able to
generate sufficient cash flow from operations and/or obtain additional financing, there is a substantial doubt as to the ability
of the company to continue as a going concern.



On February 11, 2014, the Company entered
into an agreement to purchase the assets of Loyalty Staffing Services (“Loyalty”), a California corporation.



Critical Accounting Policies



Use of Estimates



In preparing these condensed consolidated
financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount
of revenues and expenses during the reporting periods. Actual results could differ from those estimates.



Cash



The Company considers all highly-liquid
investments with original maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents
as of June 30, 2014 and December 31, 2013.



Accounts Receivable and Factoring



On February 11, 2014, the Company entered
into an agreement to purchase the assets of Loyalty Staffing Services (“Loyalty”), a California corporation, Management
determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer’s
financial condition and credit history, as well as current economic conditions. Accounts receivable are written off when deemed
uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The allowance for doubtful
accounts as of June 30, 2014 (unaudited) and December 31, 2013 was $0.



During 2012, the Company entered into a
new accounts receivable factoring arrangement with a non-related third party financial institution (the “Factor”).
Pursuant to the terms of the arrangement, the Company, from time to time, shall sell to the Factor certain of its accounts receivable
balances on a non-recourse basis for credit approved accounts. The Factor remits 90% of the accounts receivable balance to the
Company, with the remaining balance, less fees, to be forwarded to the Company once the Factor collects the full accounts receivable
balance from the customer. An administrative fee of 0.015% per diem is charged on the gross amount of accounts receivables assigned
to Factor, plus interest to be calculated at 0.011806% per day. The total amount of accounts receivable factored was $1,268,011
(unaudited) and $830,725 at June 30, 2014 and December 31, 2013, respectively.



13







Fair Value of Financial Instruments



Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific
asset or liability.



GAAP provides for a three-level hierarchy
of inputs to valuation techniques used to measure fair value, defined as follows:



| | • | Level 1 — Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity
can access.
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | • | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the asset or liability, including:
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | – | Quoted prices for similar assets or liabilities in active markets
| | - | -----------------------------------------------------------------



| | – | Quoted prices for identical or similar assets or liabilities in markets that are not active
| | - | -------------------------------------------------------------------------------------------

| | – | Inputs other than quoted prices that are observable for the asset or liability
| | - | ------------------------------------------------------------------------------

| | – | Inputs that are derived principally from or corroborated by observable market data by correlation or other means
| | - | ----------------------------------------------------------------------------------------------------------------



| | • | Level 3 — Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants
would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived
assumptions surrounding the timing and amount of expected cash flows). The Company did not measure any financial instruments presented
on the Consolidated Balance Sheets at fair value on a recurring basis using significantly unobservable inputs (Level 3) as of June
30, 2014 and December 31, 2013.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Concentration of Credit Risk



Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its
cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions
in excess of the Federal Deposit Insurance Corporation limit. Historically, the Company has not experienced any losses on deposits.



The Company’s policy is to maintain
an allowance for doubtful accounts, if any, for estimated losses resulting from the inability of its customer to pay. However,
if the financial condition of the Company’s customers were to deteriorate rapidly, resulting in nonpayment, the Company could
be required to provide for additional allowances, which would decrease operating results in the period that such determination
was made.



Property and Equipment



Property and equipment is presented at
cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method
over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets
are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation
and amortization applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions,
if any, is recognized in the consolidated statements of operations



Equipment are recorded at cost and depreciated
using the straight-line method over an estimated useful life of 5 years.



14









Intangible Assets



The Company has intangible assets recorded
as part of a business acquisition (see Note 6). Intangible assets with definite useful lives, representing customer relationships,
are amortized over their estimated useful lives of 5 years using the straight-line method, which represents the economic benefit
pattern of the intangible assets.



Impairment of Long-Lived Assets



Long-lived assets, including intangibles,
are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable. The
evaluation requires that assets be grouped at the lowest level for which identifiable cash flows are largely independent of the
cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges)
is less than the carrying value of the assets, the assets will be written down to their estimated fair value and such loss is recognized
in income from continuing operations in the period in which the determination is made. The Company’s management currently
believes there is no impairment of its long-lived assets as of June 30, 2014 and December 31, 2013. There can be no assurance,
however, that market conditions will not change or demand for the Company’s business model will continue. Either of these
could result in future impairment of long-lived assets.



Revenue Recognition



The Company’s revenue is derived
from providing temporary staffing services to its clients. The Company recognizes revenue in accordance with Financial Accounting
Standards Board Accounting Standards Codification (“ASC”) No. 605, Revenue Recognition. In all cases, revenue
is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed
and collectability of the resulting receivable is reasonably assured.



Cost of Revenue



Cost of revenue consists of wages, related
payroll taxes, workers compensation, and employee benefits of the Company’s employees while they work on contract assignment
as temporary staff of the Company’s customers.



Income Taxes



Income taxes are accounted for under the
asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases
as well as operating loss and tax credit carryforwards. 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.
The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance
is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset
will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the
sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred
tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations
in the period that includes the enactment date.



The Company evaluates the accounting for
uncertainty in income tax recognized in its financial statements and determines whether it is more likely than not that a tax position
will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its financial
statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no
tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued for
any such uncertain tax positions as of June 30, 2014 or December 31, 2013.



Recent Accounting Pronouncements



There are no recently issued accounting
pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results
of operations, or cash flows.



15







Results of Operations for the Three Months Ended June 30,
2014 as Compared to the Three Months Ended June 30, 2013.



The following is a comparison of the consolidated results of
operations for the Company for the three months ended June 30, 2014 and 2013.



|                                |  | Three Months Ended |           |  |          |   |           |          | 
|------------------------------- |  | ------------------ | --------- |  | -------- | - | --------- | -------- | 
|                                |  | June 30,           |           |  | June 30, |   |           |          | 
|                                |  | 2014               |           |  | 2013     |   |           | $ Change | 
|                                |  |                    |           |  |          |   |           |          | 
|Revenues                        |  | $                  | 4,170,454 |  |          | $ | 2,258,541 |          | 
|Cost of revenues                |  |                    | 3,665,451 |  |          |   | 2,019,059 |          | 
|Gross profit                    |  |                    | 505,003   |  |          |   | 239,482   |          | 
|Operating expenses              |  |                    | 436,286   |  |          |   | 218,716   |          | 
|Income from operations          |  |                    | 68,717    |  |          |   | 20,766    |          | 
|Interest and other expense, net |  |                    | 50,180    |  |          |   | 5,219     |          | 
|Income before income tax        |  |                    | 18,537    |  |          |   | 15,547    |          | 
|Income tax expense              |  |                    | -         |  |          |   | -         |          | 
|Net income                      |  | $                  | 18,537    |  |          | $ | 15,547    |          | 



Revenues



Our revenues increased by $1,911,913, or
84.7%, during the quarter ended June 30, 2014 as compared to the same period in 2013. The increase in revenues is due primarily
to the addition of additional customers from the acquisition of Loyalty on February 11, 2014. As a result of the Loyalty acquisition,
the Company acquired approximately 30 additional customers which are expected to generate annual revenues of approximately $8 million.



Cost of revenues



Our cost of revenues, which represent primarily
staffing salaries and workers compensation insurance costs, increased by $1,646,392, or 81.5%, during the quarter ended June 30,
2014 as compared to the same period in 2013. The increase in cost of revenues is due to the increase in revenues for the period.
The percentage increase in cost of revenues is consistent with the percentage increase in revenues. We expect the cost of revenues
to continue to increase as our revenues increase.



Operating expenses



Operating expenses increased by $217,570,
or 99.5%, during the quarter ended June 30, 2014 as compared to the same period in 2013. The increase in operating expenses in
2014 was due to higher expenses associated with increased payroll and other costs from the acquisition of Loyalty subsequent to
the purchase date of February 11, 2014, as well as amortization expense of $73,093 on other intangible assets recorded in connection
with the acquisition.



Results of Operations for the Six Months Ended June 30, 2014
as Compared to the Six Months Ended June 30, 2013.



The following is a comparison of the consolidated results of
operations for the Company for the six months ended June 30, 2014 and 2013.



16







|                                |  | Six Months Ended |           |   |          |   |           |          | 
|------------------------------- |  | ---------------- | --------- | - | -------- | - | --------- | -------- | 
|                                |  | June 30,         |           |   | June 30, |   |           |          | 
|                                |  | 2014             |           |   | 2013     |   |           | $ Change | 
|                                |  |                  |           |   |          |   |           |          | 
|Revenues                        |  | $                | 7,067,581 |   |          | $ | 4,173,605 |          | 
|Cost of revenues                |  |                  | 6,316,096 |   |          |   | 3,736,598 |          | 
|Gross profit                    |  |                  | 751,485   |   |          |   | 437,007   |          | 
|Operating expenses              |  |                  | 685,198   |   |          |   | 424,475   |          | 
|Income from operations          |  |                  | 66,287    |   |          |   | 12,532    |          | 
|Interest and other expense, net |  |                  | 81,698    |   |          |   | 10,372    |          | 
|Income (loss) before income tax |  |                  | (15,411   | ) |          |   | 2,160     |          | 
|Income tax expense              |  |                  | -         |   |          |   | -         |          | 
|Net income (loss)               |  | $                | (15,411   | ) |          | $ | 2,160     |          | 



Revenues



Our revenues increased by $2,893,976, or
69.3%, during the six months ended June 30, 2014 as compared to the same period in 2013. The increase in revenues is due primarily
to the addition of additional customers from the acquisition of Loyalty on February 11, 2014. As a result of the Loyalty acquisition,
the Company acquired approximately 30 additional customers which are expected to generate annual revenues of approximately $8 million.



Cost of revenues



Our cost of revenues, which represent primarily
staffing salaries and workers compensation insurance costs, increased by $2,579,498, or 69.0%, during the six months ended June
30, 2014 as compared to the same period in 2013. The increase in cost of revenues is due to the increase in revenues for the period.
The percentage increase in cost of revenues is consistent with the percentage increase in revenues. We expect the cost of revenues
to continue to increase as our revenues increase.



Operating expenses



Operating expenses increased by $260,723,
or 61.4%, during the six months ended June 30, 2014 as compared to the same period in 2013. The increase in operating expenses
in 2014 was due to higher expenses associated with increased payroll and other costs from the acquisition of Loyalty subsequent
to the purchase date of February 11, 2014, as well as amortization expense of $111,647 on other intangible assets recorded in connection
with the acquisition.



Promissory Notes



The Company has promissory notes outstanding
of $81,845. These notes consist of monies advanced by Cliff Blake, an officer and director of the Company, to the Company, as listed.
Each of these promissory notes consists of a single payment at the end of the term.



|Origination   |  | Principal |        |  | Interest       |           |         
|------------- |  | --------- | ------ |  | -------------- | --------- | --------
|Date          |  | Amount    |        |  | Rate per annum |           | Due Date
|December 2012 |  | $         | 81,845 |  |                | 6% simple |         
|              |  |           |        |  |                |           |         



The Company also owes an aggregate total
of $500,000 to the seller of Loyalty, consisting of $100,000 within of sixty days of obtaining the necessary UCC and personal guarantee
releases, as well as a promissory note of $400,000 due in four payment installments of $75,000 commencing every six months after
the purchase date of February 11, 2014, as well as one final payment of $100,000 due thirty months after the purchase date. The
notes have not paid according to terms due to an internal issue, and the Company is currently renegotiating the terms of the outstanding
notes.



17









Capital Resources



As of June 30, 2014, the Company had cash
of $229,734 and accounts receivable of $130,931.



The Company’s proposed expansion
plans and business process improvements over the next two years will necessitate additional capital and financing. Accordingly,
the Company plans to raise between $2 million and $4 million of outside funding in the next one year, for the purposes of funding
its own accounts receivable factoring company, establishing and operating its own worker’s compensation captive unit, and
acquiring competitors and complementary service providers in its sector. Of this amount, the Company expects that it will need
funding of $1.0 million to $1.5 million to achieve its expanded growth and profit objectives in its existing core business over
the next two years.



The Company anticipates that it will require
approximately $700,000 to $1.0 million to establish and fund its factoring facility. These amounts would be used to fund payroll
and taxes up to the point that these amounts are collect from the client. Factoring internally would mean self-financing, resulting
in a savings to the Company. No additional material or regulatory costs would be incurred at this point. If the Company were to
offer factoring to other entities (i.e. outside of the Company) then Company would be subject to all the rules and regulations
surrounding the operations of a finance company. Once the factoring entity is successfully set-up, the Company expects to realize
ongoing savings from the reduced factoring costs.



The Company expects that establishing and
funding its workers’ compensation captive will separately require funding of approximately $500,000 to $1.0 million, which
will include a substantial deposit to establish the captive as a self-insured funding unit. The costs include a deposit needed
of $500,000 or more, set-up costs of $50,000 to $60,000, and administrative fees of approximately $15,000 to $20,000 per year.
Legal requirements for the formation of a captive vary by state. Currently, Hawaii and Nevada offer the most favorable requirements
for establishing a captive for the Company. Any captive would still require catastrophic coverage beyond the normal coverage provided
by the captive. There are numerous companies which provide direction and assistance for establishing a captive, and the Company
would plan to engage such an advisory company. These companies are primarily responsible for ensuring that the captive meets the
regulatory requirements initially and annually in the applicable state of formation. These advisors also assist in risk assessment,
legal deposit requirements and claims administration. An impact on the Company’s current business from the captive would
be the ability to retain the large deposit amounts required by insurance providers to remain in the control of the Company. As
with the factoring entity, once the workers’ compensation captive is successfully set-up, the Company expects to realize
ongoing savings from the reduced workers’ compensation costs.



There can be no assurance that the Company’s
activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is
needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s
limited cash and cash equivalents on hand, the Company will be unable to implement its contemplated business plans and operations
(including its goals of establishing a factoring entity and workers’ compensation captive) unless it obtains additional financing
or otherwise is able to generate sufficient revenues and profits. The Company may raise additional capital through sales of debt
or equity, obtain loan financing or develop and consummate other alternative financial plans.



The Company anticipates it will develop
a budget for marketing activities consisting of two levels of marketing: client marketing and acquisition marketing. Client marketing
costs are associated with sales staff with the single purpose to market to current and potential clients. Acquisition marketing
costs are those incurred for investor relations, traveling, expenses for client acquisitions, and case by case joint marketing
material for specific acquisitions as they occur.



18







Liquidity



To date, the Company has not suffered from
a liquidity issue. The main liquidity issue was addressed when the Company entered into new factoring agreements that went into
effect September 1, 2012 with TAB Bank, which provided for a $1,000,000 factor commitment. In addition, the Company may borrow
from time to time as available, sources of funds from its officers and/or directors as needed



As the Company grows in size, the savings
from this new factoring arrangement will continue to accrue and enhance the Company’s profitability and cash flow. Based
on this budget and the projected operations of the Company, there are no currently anticipated liquidity issues which would pose
a threat to the current business and operations of the Company.



Net cash provided by operating activities
was $249,953 for the six months ended June 30, 2014 compared to net cash used in operating activities of ($20,808) for the same
period in 2013. The significant change between the years was a result of the proceeds generated from additional sales related to
the acquisition of Loyalty during the six months ended June 30, 2014.



We had net cash used in investing activities
of $36,789 for the six months months ended June 30, 2013 which consisted of $28,401 in spending for the acquisition of property
and equipment and $8,388 in notes receivable lending. We had no cash flows from investing activities during the six months ended
June 30, 2014.



We had net cash used in financing activities
of $74,262 during the six months ended June 30, 2014 resulting from payments of our outstanding notes payable. Cash used in financing
activities during the six months ended June 30, 2013 were $53,870, which represented payments on the same notes payables.



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 Rules adopted by the Securities
and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of June 30, 2014, the end of the period covered
by this Quarterly Report on Form 10-Q under the supervision and with the participation of the Company’s principal executive
officer and principal financial and accounting officer. There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation,
they believe that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and
processed timely. Both officers are directly involved in the day-to-day operations of the Company.



The Company is responsible for establishing
and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange
Act of 1934. The Company’s president and its principal financial and accounting officer conducted an evaluation of the effectiveness
of the Company’s internal control over financial reporting as of June 30, 2014, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2014, based
on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system
are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.



Changes in Internal Control Over Financial
Reporting



The Company has not made any changes during
its fiscal quarter that materially affect, or are reasonably likely to materially affect, its internal control over financial reporting.



19







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



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not applicable.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



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



|ExhibitNumber |  | Exhibit Title                                                                                                                                      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                    
|31            |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                                               
|32            |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|*             |  | Filed herewith                                                                                                                                     



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                     
|President and Principal executive officer
|Principal financial officer              





Dated: August 14, 2014



20