SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2014~~2015

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 0-54427

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)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨ Yes x No

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

x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

x 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).

¨ Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

$ 0

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 March 3130, ~~2015~~2016
	Common Stock, par value $0.0001	7,500,000 shares

DOCUMENTS INCORPORATED BY REFERENCE

None

FIRST RATE STAFFING CORPORATION

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED DECEMBER 31, ~~2014~~2015

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	13
Item 1A.	Risk Factors	68
Item 1B.	Unresolved Staff Comments	68
Item 2.	Properties	68
Item 3.	Legal Proceedings	69
Item 4.	Mine Safety Disclosures	69
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	79
Item 6.	Selected Financial Data	79
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	710
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1214
Item 8.	Financial Statements and Supplementary Data	1215
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2630
Item 9A.	Controls and Procedures	2630
Item 9B.	Other Information
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2832
Item 11.	Executive Compensation	3135
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3236
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2137
Item 14.	Principal Accounting Fees and Services	3337
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3438
	Signatures	3538

PART I

ITEM 1. BUSINESS

First Rate Staffing Corporation, a Delaware corporation (the “Company”), provides recruiting and staffing services for temporary positions in light industrial, distribution center, assembly, and clerical businesses.

The Company was incorporated in the State of Delaware in April 2011 as Moosewood Acquisition Corporation, a development stage company. In May 2012, the Company effected a change of control by issuing shares of common stock to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the Company changed its name from Moosewood Acquisition Corporation to First Rate Staffing Corporation.

On November 9, 2012, the Company entered into merger agreements with each of First Rate Staffing, LLC, a California limited liability company (“First Rate California”), and First Rate Staffing, Inc., a Nevada corporation (“First Rate Nevada”), in separate mergers (collectively, and together, the “Mergers”) that were concurrently completed on November 13, 2012. Prior to the Mergers, First Rate California and First Rate Nevada were under common control of the same group of shareholders.

The mergers were effectuated by the Company through the exchange of (i) all of the outstanding membership interests of First Rate California for 2,000,000 shares of common stock of the Company, and (ii) all of the outstanding shares of First Rate Nevada for 2,000,000 shares of common stock of the Company. Accordingly, a total of 4,000,000 shares were issued in the mergers.

First Rate California was formed in April 2010 in the State of California. Since its inception, First Rate California provided recruiting and staffing services for temporary positions in light industrial, distribution center, assembly, and clerical businesses to clients in California.

First Rate Nevada was formed in March 2010 in the State of Nevada and is registered to conduct business in the State of Arizona. Since its inception, First Rate Nevada has provided recruiting and staffing services for temporary positions in light industrial, distribution center, assembly, and clerical businesses to clients in Arizona.

Prior to the mergers, the Company had no ongoing business or operations and was established for the purpose of completing a business combination with a target company, such as First Rate California and First Rate Nevada. The Company, as the surviving entity from the Mergers, has taken over the respective operations and business plans of each of both First Rate California and First Rate Nevada.

On February 11, 2014, the Company entered into an agreement to purchase all the assets of Loyalty Staffing Services Inc. (“Loyalty”), a California corporation for an aggregate purchase price valued at $1,500,000 consisting of $100,000 in cash and $400,000 in note payable and 500,000 shares of the Company's common stock, valued at a price of $2 per share.

The agreement provided that:

(1) $100,000 of the cash portion of the purchase price shall be paid $50,000 within five business days of the release of certain Uniform Commercial Code liens and personal guarantees and an additional $50,000 sixty days from the date of such release.

(2) The Company shall execute a promissory note in favor of Loyalty for the remaining $400,000 with $75,000 payable six months after the closing date of the agreement (February 11, 2014) and $325,000 payable 30 months after such closing date.

Loyalty ~~has~~had the option of converting all or any part of the $400,000 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. It 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.

The Company iswas ~~currently~~ in dispute with the seller of Loyalty, ~~Nancy~~concerning ~~Esteban,~~the ~~concerning~~terms of the cash portion and note payable portion of the payout in the original transaction described above. The Company reached a settlement agreement with the seller of Loyalty on June 24, 2015. In connection with the settlement agreement, the parties ~~are~~agreed ~~currently~~to ~~negotiating~~reduce inthe ~~good~~total ~~faith~~aggregate cash and note payable portion of the purchase price from $500,000 to ~~resolve~~$425,000. ~~The Company~~Per ~~expects~~the ~~this~~terms of the settlement toagreement, ~~occur~~the ~~during~~aggregate amount due of $425,000 is payable as follows; $125,000 is due upon signing of the ~~second~~agreement, ~~quarter~~and the remaining $300,000 is payable in 30 monthly installments of $10,000 starting in August 2015 through February 2018. The Company paid $125,000 in June 2015, and began paying the monthly installments of $10,000 beginning in August 2015 in connection with the agreement.

Loyalty is a light industrial and hospitality staffing company in business since 2008 servicing clients in the greater Los Angeles area. Loyalty services over 60 clients with approximately $6,000,000 to $7,000,000 in revenues. The Loyalty clients mirror the current client types of First Rate Staffing Corporation and management believes that the synergy between the two companies is extremely strong. The Company services clients in the Santa Fe Springs area of Los Angeles, along with Phoenix, Arizona. Loyalty services clients in the Torrance area of Los Angeles County. Management believes that the acquisition will greatly enhance the market presence of the Company in the greater Los Angeles area that the combination of the two entities will allow the Company to reduce overall expense through economies of scale and improve profitability.

Services

The Company provides recruiting and staffing services for temporary positions in light industrial, distribution center, assembly, and clerical businesses. The Company’s client customization model allows it to integrate its services to its client-specific needs and thereby providing clients with the highest level of customer service. The Company strives to devote adequate time and attention to understand both the needs of its clients and the capabilities of its employees so that the Company can identify the best suitable matches between client needs and employee abilities. The Company is dedicated to achieving a high level of service for all of its clients and considers itself to be a loyal partner to meeting client demands. In this regard, the Company seeks to position itself not only as a pool of employee for its clients, but also as a dedicated business partner that understands its clients’ businesses and needs.

Services provided to clients by the Company include recruiting, payroll, all state and federal taxes, worker’s compensation coverage, and screening and managing of clients’ contingent work force. The Company provides comprehensive screening and electronic verification (for federal employment eligibility requirements) for all employees. The Company also conducts reference checks of employees to ensure that the employers receive accurate and useful descriptions of employees’ backgrounds and experiences. The Company also operates a risk management department that helps client mitigate losses by implementing sound and effective risk management procedures at client sites. Clients receive these risk management services at no cost, helping them to reduce their own business risks and expenses.

The Company offers recruiting, human resources, workers’ compensation services, and risk management at no additional charge as part of the overall mark-up inclusive with the standard mark-up rate for temporary placement of employees. For example, a client may have a need for a certain number of temporary employees that fulfill a specific function. The Company recruits, screens, tests, and verifies employment eligibility for these individuals based on the requirements of the client. The Company also ensures that the employees are certified/licensed based on the equipment and facility that they will be operating within. The Company considers safety to be a very important priority since accidents directly impact workers’ compensation cost. Generally, workers’ compensation costs usually run from 6-10% of total costs. Risk management services, such as safety audits, certifications, and safety training, are typically provided at no additional charge (i.e. inclusive in the mark-up rate) to clients.

The Business: Staffing

The industry is divided into three major segments: temporary help services (about 50 percent of industry revenue), professional employer organizations (about 40 percent), and placement agencies (about 10 percent).

Temporary help services provide workers for customers for limited periods, often to substitute for absent permanent workers or to help during periods of peak demand. These workers, who are employees of the temporary help agency, will generally fill clerical, technical, or industrial positions.

Professional employer organizations (PEOs), sometimes known as employee leasing agencies, contract to provide workers to customers for specific functions, often related to human resource management. In many cases, customers’ employees are hired by a PEO and then leased back to the customer.

Placement agencies, sometimes referred to as executive recruiters or headhunters, find workers to fill permanent positions at customer companies. These agencies may specialize in placing senior managers, midlevel managers, technical workers, or clerical and other support workers.

The Company considers itself to be a temporary staffing company within the broader staffing industry. However, the Company does conduct permanent placements at the request of existing clients.

Staffing companies identify potential employees through advertising and referrals, and the companies interview, test, and counsel workers before sending them to the customer for approval. Pre-employment screening can include skills assessment, drug tests, and criminal background checks. Most staffing agencies provide some sort of training, often involving data entry and basic computer skills. The personnel staffing industry has been radically changed by the Internet. Many employers list available positions with one or several Internet personnel sites like monster.com or jobs.com, and on their own site. Personnel agencies operate their own sites and often still work as intermediaries by helping employers accurately describe job openings and screening candidates who submit applications.

Job growth drives demand for the personnel staffing industry. The profitability of individual companies depends on good marketing and availability of qualified employees. Large companies enjoy economies of scale in marketing and back-office operations. Small companies can compete successfully by specializing in an industry or a job function. The industry is labor-intensive: average annual revenue per worker is about $80,000.

To a great extent, clients follow the seasonal retail cycles but precede them by two to three months and two distinct “peak” seasons: (i) between August and October preceding Halloween, Thanksgiving, and Christmas and (ii) between April and May preceding the summer season.

Major end-use customers include businesses from a wide range of industries. Nine out of ten large US businesses have used a staffing agency, according to the American Staffing Association. Wholesale, retail, and service industries are most likely to use temporary help services. Marketing involves direct sales presentations, referrals from existing clients, and advertising. Agencies compete both for customers and workers. Depending on market supply and demand at any given time, agencies may allocate more resources either to finding potential employers or potential workers. Permanent placement agencies work either on a retainer or a contingency basis, often 30 percent of annual salary. Clients may retain an agency for a specific job search or on contract for a specific period. Temporary help services charge customers a fixed price per hour or a standard markup on prevailing hourly rates. When a temporary employee is hired for a regular position within a company, the customer pays a fee.

Staffing companies are regulated by the United States Department of Labor (DOL) and the Equal Employment Opportunity Commission (EEOC), and often by state authorities. These agencies regulate the relationship between the agency and the temporary employees, or employee candidates. Many federal anti-discrimination rules regulate the type of information that employment firms can request from candidates or provide to customers about candidates. PEOs are often considered co-employers along with the client, but the PEO is responsible for employee wages, taxes, and benefits. State regulation aims to ensure that PEOs provide the benefits they promise to workers.

Demand for personnel staffing services is strongest in areas with strong employment growth, and geographic location can determine an agency's success in attracting employees and employers. Customers generally prefer a staffing service that can provide workers for all of their office locations. Temporary employee candidates are often unwilling to relocate for a position.

The revenue of personnel agencies depends on the number of jobs they fill, which in turn depends on economic growth. During economic slowdowns, many client companies stop hiring altogether. In years of good economic growth, the number of jobs in the US economy grows approximately 2% annually. Internet employment sites expand a company's ability to find workers without the help of traditional agencies. Personnel agencies often work as intermediaries, helping employers accurately describe job openings and screen candidates. Increasing use of sophisticated, automated job description and candidate screening tools could make many traditional functions of personnel agencies obsolete. Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing agency.

To avoid large placement agency fees, big companies may use in-house personnel staff, current employee referrals, or human resources consulting companies to find and hire new personnel. Because placement agencies typically charge a fee based on a percentage of the first year's salary of a new worker, companies with many jobs to fill have a large financial incentive to avoid agencies.

However, temporary workers are becoming such a large factor at some companies that personnel agency staff sometimes work at the customer's site to recruit, train, and manage. Onsite training is designed to serve only that customer. Agencies try to match the best qualified employees for the customer's needs, but often provide additional training specific to that company, such as instruction in the use of proprietary software.

Most personnel agencies are small and may depend heavily on a few big customers for a large portion of revenue. Large customers may lead to increased revenues, but also expose agencies to higher risks. When major accounts experience financial hardships, and have less need for temporary employment services, agencies stand to lose large portions of revenue.

Startup costs for a personnel agency are very low. Individual offices can be highly profitable, but consolidation is driven mainly by the opportunity for large agencies to develop national relationships with big customers. Some agencies expand by starting new offices in promising markets, but most prefer to buy existing independent offices with proven staff and an existing customer roster.

The Market

~~The~~Total ~~output~~Staffing ofand USRecruiting ~~employment~~sales ~~services~~in ~~annual~~the ~~growth~~US ~~since~~grew ~~2009~~by ~~has been 7~~5.28% ~~based on industry data published~~ in ~~December~~ 2014. ~~Growth is~~89% ~~expected~~of tothat increase was in the ~~United~~temporary ~~States~~employment assector ~~a result of~~ while the ~~Affordable~~remaining ~~Care~~11% ~~Act.~~was ~~Based~~for onsearch ~~U.S.~~and ~~Market~~placement ~~Research~~of ~~Firms for the period 2009~~employees.

4In the U.S., there are now about 17,000 staffing and recruiting companies, which altogether operate around 35,000 offices and employ over 14 million employees. Of those, 15,000 are small (under $20 million in annual revenues) or what is referred to as “mom and pop” operations. This results in the Staffing industry being one of the most fragmented multi-billion dollar industries in the US.

As reported by the American Staffing Industry, the staffing industry, contributes nearly $130 billion to the U.S. economy through temporary and contract staffing, recruiting and permanent placement, outsourcing and outplacement, and human resource consulting.

The staffing, recruiting, and workforce solutions industry makes a vital contribution to the U.S. economy, and provides outstanding job and career opportunities for 14 million employees per year. Despite its size, and despite the staffing industry growth that has outpaced overall economic and employment growth, it employs only 2% of the U.S. nonfarm workforce.

Major staffing services providers include Adecco (headquartered in Switzerland), Randstad (the Netherlands), and Manpower (US). The US and Japan each account for about 20 percent of global revenue. The UK accounts for about 15 percent. There are about 70,000 private employment services agencies in the world, with the top 4 companies accounting for about 10% of the industry’s sales.

~~The US personnel staffing agencies industry includes about 32,000 companies with combined annual revenue of about $230 billion.~~ Major companies include ADP TotalSource, Insperity (formerly Administaff), Kelly Services, Manpower, and the US operations of Adecco. ~~The~~Global ~~industry~~annual isstaffing ~~fragmented:~~revenues ~~the~~are 50over ~~largest~~$400 ~~companies~~billion ~~generate~~for ~~about~~employment 40agencies ~~percent~~for of2013, ~~industry~~a ~~revenue~~15.4% ~~The~~growth ~~global~~rate ~~staffing~~over ~~services industry generates about $280 billion in annual revenue~~2012, according to ~~the~~CIETT (International Confederation of Private Employment Agencies). ~~Major~~ ~~staffing~~Total ~~services~~employment ~~providers~~in ~~based~~the ~~outside~~sector ~~the~~is USestimated ~~are~~to ~~Adecco~~be ~~(Switzerland)~~36 ~~and~~million globally, ~~Randstad~~with ~~(the~~11.5 ~~Netherlands)~~full-time equivalent jobs.  There ~~Large~~are ~~staffing services~~137,000 ~~markets~~employment ~~include~~agencies across the EUworld, with the ~~US,~~top ~~Japan~~10 firms representing 28% of revenue, and the ~~UK.~~top 3 firms at 18% of revenue, according to CIETT estimates. The forecast for temporary labor in ~~2015~~2016 is ~~increasing~~for continual growth in demand ~~with~~ primarily as a result of the implementation of the Affordable Care Act. Many companies are anticipated to use temporary staffing companies due to the definition of fulltime employment changing from 40 to 30 hours.

The Company’s Presence in the Market

Currently, the Company operates in California (the greater Los Angeles area, Torrance, and Ontario) and Arizona (the greater Phoenix area), and most recently Reno, Nevada. The presence in ~~these two~~CA and AZ regions is due partly from the previous experience of the Company and its officers in these marketplaces, but also because of the heavy focus these two metropolitan areas have on the Company’s particular specialty niche in staffing; light industrial.

In the past 18 months, the Company has seen the market trending upward with respect to its current client base, as well as the addition of Loyalty Staffing in Torrance California. This is evidenced in the number of clients, the billing amounts increasing, and their overall need for labor assistance increasing. According to the American Staffing Association, a leader in industry analysis, temporary labor experienced a total year over year increase of 7.2%.

Los Angeles mirrors the Phoenix market as the Company sees a majority of its business in the form of unloading and re-packaging of bulk quantity goods that arrive through the Port of Long Beach. These goods vary from food products to retail items. Many have seasonal increases but the Company has a mainstay of labor that is employed throughout the year. Several clients operate in both Los Angeles and Phoenix and the Company provides its services in both locations to these clients. ~~The Company does not currently operate in Nevada.~~

Customers

The Company has a diverse array of customers across sectors. Due to the competitive nature of the industry, client information is kept confidential. The company services the customers in the light industrial category.

Marketing and Sales

The Company has conducted limited advertising and marketing to date to reach new clients. To date, advertising and marketing has been centered on reaching potential employees. In all locations, the Company has used multiple resources to drive in potential new temporary employees. These tactics range from advertisements in newspapers, job boards, unemployment assist centers, as well as online advertisements. The Company also utilizes CareerBuilder to recruit for professional placements.

Registration Statement

The Company has filed a registration statement with the Securities and Exchange Commission on Form S-1 pursuant to the Securities Act of 1933 for the offer and sale of 1,600,000 shares of its common stock offered by the holders of such stock (“selling shareholders”). It is anticipated that the selling shareholders will offer their shares at a price of $2.00 per share. Although the registration statement has been filed, it not yet effective and no sales can be made thereof until the time it has become effective. Although the Company anticipates that the registration statement will be effective in the near future, there is no assurance that this will occur.

The Company and the selling shareholders are seeking an underwriter, broker-dealer or selling agent to sell the shares. Neither the Company nor the selling shareholders have entered into any arrangements with any underwriter, broker-dealer or selling agent as of the date of this Report.

The Company will not receive any portion or percentage of any of the proceeds from the sale of the shares by the selling shareholders' Shares.

Employees

The Company presently has approximately ~~800~~1,117 employees, consisting orof approximately ~~680~~1,065 employees in California, ~~and~~23 ~~120~~ employees in Arizona, and 29 employees in Nevada.

Most employees receive health benefits. The Company may offer additional fringe and welfare benefits in the future as the Company’s profits grow and/or the Company secures additional outside financing.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company currently has ~~three~~four physical locations: Torrance, California, Santa Fe Springs, California, Ontario, California and Phoenix, Arizona.

The Torrance office is approximately ~~2300~~1250 square feet and is a month to month lease of $3,~~211~~225. The office is located at a major intersection in southern Los Angeles County. The Company incurs annual expenses of $38,~~532~~700 for such lease. This new location now provides the Company with the desired street visibility.

The Santa Fe Springs location consists of 1,355 square feet and is a monthly lease that is located in an office park on a major thoroughfare for southern Los Angeles County, California. The monthly lease cost is $1,~~156~~201 , and annually the Company incurs annual expenses of $1314,~~872~~414 for such lease. This new location now provides the Company with the desired street visibility.

The Ontario location consists of 900 square feet and is a monthly lease that is located in an office park on a major thoroughfare off Inland Empire Boulevard. The monthly lease cost is $1,440, and annually the Company incurs annual expenses of $17,280 for such lease. This new location has provided service to already existing customers and has allowed the company to support new growth.

The Phoenix location consists of 1,600 square feet and is a yearly lease and is located at an intersection of a major thoroughfare for Phoenix, Arizona. The Phoenix location offers street visibility and room for growth. The monthly lease cost is $737, and annually the Company expends $8,844 for such lease.

The Company also anticipates opening an official corporate location in Irvine, California and Reno, Nevada in the near future.

ITEM 3. LEGAL PROCEEDINGS

~~The~~Other ~~Company~~than isongoing ~~currently~~and inroutine ~~dispute~~employee ~~with~~claims ~~the~~for ~~seller~~worker’s ofcompensation ~~Loyalty,~~that ~~Nancy~~arise ~~Esteban,~~during ~~concerning~~ the ~~terms~~ordinary course of the ~~cash portion and note payable~~Company’s ~~portion~~business, ofthere ~~the payout in the original transaction described above. The parties~~ are currently ~~negotiating~~no inpending, ~~good~~threatened ~~faith~~or toactual ~~resolve. The~~legal ~~Company~~proceedings ~~expects~~of ~~this~~a ~~settlement~~material tonature ~~occur~~in ~~during~~which the ~~second~~Company ~~quarter~~is ~~of 2015~~a party.

Other than the above, as well as ongoing and routine employee claims for worker’s compensation that arise during the ordinary course of the business of the Company, there are currently no pending, threatened or actual legal proceedings of a material nature in which the Company is a party.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no public market for the Company’s common stock. The Company has filed with the Securities and Exchange Commission a registration statement on Form S-1 pursuant to the Securities Act of 1933 for the offer and sale of up to 1,600,000 shares of its common stock owned by current shareholders. ~~The registration statement is not yet effective and the Company cannot predict when, if at all, such registration statement will become effective.~~

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, ~~2014~~2015, 7,500,000 shares of common stock and no preferred stock were issued and outstanding.

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

The Company has not made any sales of unregistered stock in the period covered by this report.

Recent Sales of Unregistered Securities; Use of proceeds From Registered Securities.

None.

ITEM 6. SELECTED FINANCIAL DATA

There is no selected financial data required to be filed for a smaller reporting company.

ITEM 7. 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 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 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.

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," "First Rate," or "the Company" refers to the business of First Rate Staffing Corporation.

Overview

The Company was incorporated in the State of Delaware in April 2011. Each of First Rate Staffing, LLC, a California limited liability company (“First Rate California”), and First Rate Staffing, Inc., a Nevada corporation (“First Rate Nevada”), merged into the Company in separate mergers (collectively, and together, the “Mergers”) that were concurrently completed in November 2012. References to the financial condition and performance of the Company below in this section “Management’s Discussions and Analysis of Financial Condition and Results of Operation” are to First State California and First State Nevada, respectively.

7On February 11, 2014, the Company entered into an agreement to purchase the customer list of Loyalty Staffing Services (“Loyalty”), a California corporation.

~~On February~~The ~~11, 2014, the~~ Company ~~entered~~provides ~~into~~recruiting anand ~~agreement~~staffing services tofor ~~purchase~~temporary ~~all~~positions in the ~~assets~~light ofindustrial, ~~Loyalty~~distribution ~~Staffing~~center, ~~Services~~assembly, aand ~~California corporation~~clerical ~~for~~areas anto ~~aggregate~~its ~~purchase~~clients ~~price valued at $1,500,000 consisting of $100,000~~ in ~~cash~~ California and ~~$400~~Arizona,~~000~~ inwith ~~note~~an ~~payable~~option ~~and 500,000~~for ~~shares of~~ the ~~Company's~~clients ~~common~~and ~~stock,~~candidates ~~valued~~to atchoose athe ~~price~~most ofbeneficial $2working ~~per share~~arrangements.

The agreement provides that:

(2) The Company shall execute a promissory note in favor of Loyalty Staffing for the remaining $400,000 with $75,000 payable six months after the closing date of the agreement (February 11, 2014) and $325,000 payable 30 months after such closing date.

Loyalty Staffing has the option of converting all or any part of the $400,000 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. It 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.

The Company is currently in dispute with the seller of Loyalty, Nancy Esteban, concerning the terms of the cash portion and note payable portion of the payout in the original transaction described above. The parties are currently negotiating in good faith to resolve. The Company expects this settlement to occur during the second quarter of 2015.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our ~~consolidated~~ financial statements. Those material accounting estimates that we believe are the most critical to an investor's understanding of our financial results and condition are discussed immediately below and are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain estimates.

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 as of December 31, ~~2014~~2015 and ~~2013~~2014 was $029,824.

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 ~~receivable~~receivables assigned to Factor, plus interest to be calculated at 0.011806% per day. The total amount of accounts receivable factored was $14,~~824~~180,~~376~~834 and $~~756~~1,~~718~~824,376 at December 31, ~~2014~~2015 and ~~December 31~~2014, ~~2013,~~ respectively.

810

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. 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

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. Accordingly, 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

Results of Operations and Financial Condition for the Year Ended December 31, ~~2014~~2015 as Compared to the Year Ended December 31, ~~2013~~2014

The following are the consolidated results of our operations for the year ended December 31, ~~2014~~2015 compared to the year ended December 31, ~~2013~~2014.

	Year Ended
	December 31,		December 31,
	2014		2013			$ Change		% Change
Revenues	$	18,003,628	$	9,177,841		$	8,825,787		96.2	%
Cost of revenues		16,137,224		8,300,029			7,837,195		94.4	%
Gross profit		1,866,404		877,812			988,592		112.6	%
Operating expenses		1,604,707		900,588			704,119		78.2	%
Income (loss) from operations		261,697		(22,776	)		284,473		-1249.0	%
Interest and other expense, net		185,255		19,123			166,132		868.8	%
Income (loss) before income tax		76,442		(41,899	)		118,341		-282.4	%
Income tax expense		66,676		-			66,676		0.0	%
Net income (loss)	$	9,766	$	(41,899	)	$	51,665		-123.3	%

	Year Ended
	December 31,			December 31,
	2015			2014			$ Change			% Change


Revenues	$	32,874,503		$	18,003,628		$	14,870,875			82.6	%
Cost of revenues		29,936,133			16,137,224			13,798,909			85.5	%
Gross profit		2,938,370			1,866,404			1,071,966			57.4	%
Impairment of intangible assets		640,733			-			640,733			100.0	%
General and administrative expenses		2,632,050			1,604,707			1,027,343			64.0	%
Income (loss) from operations		(334,413	)		261,697			(596,110	)		-227.8	%
Gain on sale of property and equipment		5,292			-			5,292			100.0	%
Gain on settlement agreement		75,000			-			75,000			100.0	%
Interest and other expense, net		(273,632	)		(185,255	)		(88,377	)		47.7	%
Income (loss) before income tax		(527,753	)		76,442			(604,195	)		-790.4	%
Income tax expense		111,102			66,676			44,426			66.6	%
Net income (loss)	$	(638,855	)	$	9,766		$	(648,621	)		-6641.6	%

Revenues

Our revenues increased by $814,~~825~~870,~~787~~875, or 96or 82.26%, during the year ended December 31, ~~2014~~2015 as compared to the same period in ~~2013~~2014. The increase in revenues is due primarily to additional clients picked up towards the ~~addition~~end of the quarter ended March 31, 2015. These new clients provided for additional revenue during 2015. In addition, the increase in revenues is also partially due to additional customers from the acquisition of Loyalty on February 11, 2014. As a result of the Loyalty acquisition, the ~~Company~~revenues ~~acquired~~during ~~approximately~~2015 60reflect a full twelve months of additional revenue from the acquired customers, ~~which~~whereas ~~are~~the ~~expected~~revenues tofrom ~~generate~~the ~~annual~~same period in 2014 only reflects additional revenues generated from the additional Loyalty customers subsequent to the acquisition date of ~~approximately~~February $811, ~~million~~2014.

Cost of revenues

Our cost of revenues, which represent primarily staffing salaries and workers compensation insurance costs, increased by $713,~~837~~798,~~195~~909, or 9485.45%, during the year ended December 31, ~~2014~~ 2015 as compared to the same period in ~~2013~~2014. The increase in cost of revenues is due to the increase in revenues for the period. The ~~percentage increase in~~ cost of revenues isincreased ~~consistent~~at ~~with~~a higher rate than the percentage increase in revenues due to an increase in the state and federal unemployment tax rates for our staffing employees as compared to the same period in 2014. We expect the cost of revenues to continue to increase as our revenues increase.

Operating expenses

~~Operating~~During ~~expenses increased by $704,119, or 78.2%, during~~ the year ended December 31, ~~2014~~2015, we ashad ~~compared~~an toimpairment ~~the~~charge ~~same~~of ~~period~~$640,733 inrelating ~~2013. The increase in operating expenses in 2014 was due~~ to ~~higher~~the ~~expenses~~impairment ~~associated~~of ~~with~~an ~~increased~~intangible ~~payroll~~asset ~~and~~acquired ~~other costs~~ from the ~~acquisition~~purchase of Loyalty ~~subsequent to~~ ~~the~~in ~~purchase date of February 11,~~ 2014,. asThis ~~well~~expense aswas ~~amortization~~a ~~expense~~one-time ofloss ~~$259,438~~that onwe ~~other~~do ~~intangible~~not ~~assets~~expect ~~recorded~~to occur in ~~connection with~~ the ~~acquisition~~future.

General and administrative expenses increased by $1,027,343, or 64.0%, during the year ended December 31, 2015 as compared to the same period in 2014. The increase in operating expenses in 2015 was due primarily to increased payroll costs associated with additional headcount added to manage the increase in our volume. In addition, we incurred an increase in professional fees during 2015 as a result of increased legal and accounting fees necessary to complete our registration statement, as well as attorney fees associated with the Loyalty settlement agreement. The increase in operating expenses in 2015 was also due to a full twelve months of higher expenses associated with increased payroll and other costs from the acquisition of Loyalty, whereas the operating expenses from the same period in 2014 only reflect additional operating expenses incurred subsequent to the purchase date of February 11, 2014.

Other income/expense

Other income/expense during the nine months ended December 31, 2015 included a $5,292 gain on the sale of property and equipment during the period, as well as a $75,000 gain resulting from the settlement agreement with the seller of Loyalty. These gains were offset by interest and other expense of $273,632, which represents interest expense on our outstanding notes payable, as well as financing charges from our factoring arrangements. During 2014, we had interest and other expenses of $185,255. Interest expense was higher during 2015 primarily due to an increase in accounts receivables factored during the period.

Notes Payable

The Company also owes an aggregate total of of $~~500~~250,000 to the seller of Loyalty, ~~consisting~~which ofis ~~$100,000~~non-interest ~~within~~bearing ~~of sixty days of obtaining the necessary UCC~~ and ~~personal guarantee releases, as well as a promissory note of $400,000~~ due in ~~four~~30 monthly payment installments of $7510,000 commencing ~~every six months after~~ ~~the~~August ~~purchase~~2015 ~~date~~through ofJanuary ~~February 11, 2014, as well as one final payment of $100,000 due thirty months after the purchase date~~2018. ~~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.~~

The Company has ~~promissory~~a ~~notes~~loan payable outstanding for ofthe ~~$4,509.~~purchase ~~These notes consist~~ of ~~monies~~a ~~advanced~~vehicle. byThe ~~Cliff~~balance ~~Blake,~~outstanding anas ~~officer and director~~ of ~~the~~December ~~Company~~31, to2015 ~~the~~amounted ~~Company~~to $36,228, aswhich ~~listed.~~is ~~Each~~payable in monthly installments of ~~these~~$756 ~~promissory~~at ~~notes~~an ~~consists~~interest rate of a13% ~~single~~per ~~payment~~annum atover ~~the~~72 ~~end~~months ofthrough ~~the~~August ~~term~~2021.

Origination	Principal		Interest
Date	Amount		Rate per annum	Due Date
December 2012	$	4,509	6% simple	December 2015

In the past, we have borrowed monies from officers to find the operations of the Company. The Company does not anticipate that it will borrow monies from related parties in the future. Such earlier loans were required to fund certain non-recurring expenses, such as costs associated with filing its registration statement. In addition, as the Company obtained a new factoring/financing facility in 2012 which lowered its costs of capital, the Company expects to realize significant cost savings (and corresponding improvement to cash flow) from obtaining this new facility.

The Company does not anticipate that it will borrow monies from related parties in the future. Such earlier loans were required to fund certain non-recurring expenses, such as costs associated with filing its registration statement. In addition, as the Company obtained a new factoring/financing facility in 2012 which lowered its costs of capital, the Company expects to realize significant cost savings (and corresponding improvement to cash flow) from obtaining this new facility.

Capital Resources

As of December 31, ~~2014~~2015, ~~the~~we ~~Company~~ had cash of $~~787~~565,~~238~~040 and accounts receivable of $~~330~~733,~~538~~009. Our current assets of $1,298,049 exceed our current liabilities of $1,248,724 by $49,325.

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 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.

10The 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 ~~anticipates~~expects that itestablishing and funding its workers’ compensation captive will separately require funding of approximately $~~1.0~~500,000 to $ 1.50 million, which will include a substantial deposit to establish ~~and~~the ~~fund~~captive ~~its~~as ~~factoring~~a ~~facility~~self-insured funding unit. ~~These~~The costs include a deposit needed ~~amounts~~of ~~would~~$500,000 beor ~~used~~more, toset-up ~~fund~~costs ~~payroll~~of $50,000 to $60,000, and ~~taxes~~administrative upfees of approximately $15,000 to $20,000 per year. Legal requirements for the ~~point~~formation ~~that~~of ~~these~~a ~~amounts~~captive ~~are~~vary ~~collected~~by ~~from~~state. Currently, Hawaii and Nevada offer the ~~client.~~most ~~Factoring~~favorable ~~internally~~requirements for establishing a captive for the Company. Any captive would ~~mean~~still ~~self-financing,~~require ~~resulting~~catastrophic incoverage beyond the normal coverage provided by the captive. There are numerous companies which provide direction and assistance for establishing a ~~savings~~captive, toand the Company would ofplan ~~approximately~~to ~~$150,000~~engage ~~per~~such ~~year~~an advisory company. NoThese ~~additional~~companies ~~material~~are orprimarily responsible for ensuring that the captive meets the regulatory ~~costs~~requirements ~~would~~initially beand ~~incurred~~annually atin ~~this~~the ~~point~~applicable state of formation. IfThese ~~the~~advisors ~~Company~~also ~~was~~assist toin ~~offer~~risk ~~factoring~~assessment, legal todeposit ~~other~~requirements ~~entities~~and (iclaims administration.e. ~~outside~~An ofimpact on the Company)’s ~~then~~current business from the ~~Company~~captive would be ~~subject~~the ability to ~~all~~retain the ~~rules~~large ~~and~~deposit ~~regulations~~amounts ~~surrounding~~required by insurance providers to remain in the ~~operations~~control of athe ~~finance company~~Company. ~~Once~~As with the factoring entity, once the workers’ compensation captive is successfully set-up, the Company expects to realize ongoing savings from the reduced ~~factoring~~workers’ compensation 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 $35,000 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.13

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.

Liquidity

To date, the Company has not suffered from a significant 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 November 2013, the factor commitment increased to $2,000,000. We also expect the acquisition of Loyalty in February 2014 to continue to provide additional working capital from the additional customers acquired. 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 $~~884~~48,~~793~~725 for the year ended December 31, ~~2014~~2015 compared to ~~net cash used in operating activities of~~ $23884,~~922~~793 for ~~2013~~2014. The significant change between the years was athe result of ~~the~~increases ~~proceeds~~during ~~generated~~2014 ~~from~~to ~~additional sales~~accounts ~~related~~payable toof ~~the~~$327,912 ~~acquisition~~and other current liabilities of ~~Loyalty~~$359,487. As these amounts were paid during 2015, the ~~year~~net ~~ended~~cash ~~December~~provided ~~31,~~from ~~2014~~operations was lower during 2015.

We had nonet cash flows used in investing activities during ~~the~~2015 ~~year~~of ~~ended December 31~~$90,030, ~~2014.~~which Weconsisted ~~had~~of ~~cash~~$102,530 ~~flows~~in ~~used~~payments infor ~~investing~~notes ~~activities~~receivable ~~during~~lending, ~~2013~~offset ofby $3712,~~101,~~500 ~~which~~in ~~consisted~~proceeds offrom ~~$28,713 for~~ the ~~acquisition~~sale of property and equipment. ~~and~~We ~~$8,388~~had no cash used in ~~notes~~investing ~~receivable~~activities during ~~lending~~the year ended December 31, 2014.

We had net cash used in financing activities of $~~151~~180,~~598~~893 during 2015 resulting from payments of $175,000 on the ~~year~~note ~~ended~~payable ~~December~~due 31to the seller of Loyalty, ~~2014~~$1,384 ~~resulting~~in ~~from~~payments on a car loan payable and $4,509 in payments ofon ~~our~~an outstanding ~~notes~~note payable due to an officer. We had net cash used in financing activities of $70151,~~521~~598 during the year ended December 31, ~~2013~~2014 resulting from ~~the~~ payments of our outstanding ~~notes~~note payable ofdue ~~$99,021,~~to ~~partially offset by capital contributions of $28,500~~an officer.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FIRST RATE STAFFING CORPORATION

~~CONSOLIDATED~~ FINANCIAL STATEMENTS

December 31, ~~2014~~2015 and ~~2013~~2014

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	1316
Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013	14
Balance Sheets as of December 31, 2015 and December 31, 2014	17
Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013	15
Statements of Operations for the Years Ended December 31, 2015 and 2014	18
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) as of December 31, 2014 and 2013	16
Statement of Changes in Stockholders’ Equity as of December 31, 2015 and 2014	19
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	17
Statements of Cash Flows for the Years Ended December 31, 2015 and 2014	20
Notes to Consolidated Financial Statements	18
Notes to Financial Statements	21

1215

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

First Rate Staffing Corporation:

We have audited the accompanying ~~consolidated~~ balance sheets of First Rate Staffing Corporation (the “Company”) as of December 31, 2015 ~~2014~~ and ~~2013~~2014, and the related ~~consolidated~~ statements of operations, changes in shareholders’ equity ~~(deficit)~~, and cash flows for the years then ended. These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audits.

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

In our opinion, the ~~consolidated~~ financial statements referred to the above present fairly, in all material respects, the ~~consolidated~~ financial position of First Rate Staffing Corporation as of December 31, ~~2014~~2015 and ~~2013~~2014, and the ~~consolidated~~ results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As described in the Note 4 to the ~~consolidated~~ financial statements, the Company has incurred an accumulated deficit from inception to December 31, ~~2014~~2015. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 4. The ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP

Newport Beach, California

March 3130, ~~2015~~2016

1316

FIRST RATE STAFFING CORPORATION ~~CONSOLIDATED~~ BALANCE SHEETS

	December 31,			December 31,
	2014			2013
	2015			2014
Assets
Current assets
Cash	$	~~787~~565,~~238~~040		$	54787,~~043~~238
Accounts receivable		330,538			154,030
Accounts receivable, net		733,009			330,538
Prepaid expenses		-			67,484
Notes receivable - related party, current portion		-			8,388
Notes receivable - related party, current portion		8,388			-
Total current assets		1,298,049			1,126,164
Total current assets		1,126,164			275,557
Property and equipment, net		53,309			19,823
Property and equipment, net		19,823			26,483
Intangible assets, net		272,522			1,206,429
Notes receivable - related party, net of current portion		-98,918			~~8,388~~-
Intangible assets, net		1,206,429			-
Deposit and other assets		7,640			6,200
Deposits and other assets		6,200			6,280
Total assets	$	1,730,438		$	2,358,616
Total assets	$	2,358,616		$	316,708
Liabilities and Stockholders' Equity
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable	$	~~385~~355,~~571~~452		$	57385,~~659~~571
Other current liabilities		534,735			153,744
Accrued expenses		780,863			534,735
Notes payable, net of discount		474,837			-
Car loan payable, current portion		4,623			-
Notes payable - related parties, current portion		4,509			-
Notes payable - current portion, net of discount		107,786			474,837
Total current liabilities		1,399,652			211,403
Notes payable - related parties		-			4,509
Notes payable - related parties, net of current portion		-			156,107
Total current liabilities		1,248,724			1,399,652
Total liabilities		1,399,652			367,510
Car loan payable, net of current portion		31,605			-
Notes payable, net of current portion		130,000			-
Total liabilities		1,410,329			1,399,652
Commitments and contingencies
Stockholders' equity (deficit)
Stockholders' equity
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 and 7,000,000 shares issued and authorized at December 31, 2014 and 2013, respectively		750			700
Common stock, $0.0001 par value, 100,000,000 shares authorized, 7,500,000 shares issued and authorized at December 31, 2015 and December 31, 2014		750			750
Additional paid-in capital		1,089,802			891,~~852~~089,802
Accumulated deficit		(~~131~~770,~~588~~443	)		(~~141~~131,~~354~~588	)
Total stockholders' equity (deficit)		958,964			(50,802	)
Total stockholders' equity		320,109			958,964
Total liabilities and stockholders' equity (deficit)	$	2,358,616		$	316,708
Total liabilities and stockholders' equity	$	1,730,438		$	2,358,616

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

1417

FIRST RATE STAFFING CORPORATION ~~CONSOLIDATED~~ STATEMENTS OF OPERATIONS

	Year Ended
	December 31,			December 31,
	December 31			December 31
	2014			2013
	2015			2014
Revenues	$	1832,~~003~~874,~~628~~503		$	918,~~177~~003,~~841~~628
Cost of revenues		1629,~~137~~936,~~224~~133			816,~~300~~137,~~029~~224
Gross profit		12,~~866~~938,~~404~~370			~~877~~1,~~812~~866,404
Operating expenses		1,604,707			900,588
Impairment of intangible assets		640,733			-
Income (loss) from operations		261,697			(22,776	)
General and administrative expenses		2,632,050			1,604,707
Interest and other expense, net		185,255			19,123
Income (loss) from operations		(334,413	)		261,697
Income (loss) before income tax		76,442			(41,899	)
Gain on sale of property and equipment		5,292			-
Income tax expense		66,676			-
Gain on settlement agreement		75,000			-
Net income (loss)	$	9,766		$	(41,899	)
Interest and other expense, net		(273,632	)		(185,255	)
Income (loss) before income tax		(527,753	)		76,442
Income tax expense		111,102			66,676
Net income (loss)	$	(638,855	)	$	9,766
Net income (loss) per share:
Basic and diluted	$	-(0.09	)	$	~~(0.01~~-	)
Weighted average shares outstanding:
Basic and diluted		7,~~442~~500,~~466~~000			7,~~000~~442,~~000~~466

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

1518

FIRST RATE STAFFING CORPORATION ~~CONSOLIDATED~~ STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

									Additional		Accumulated
	Preferred Stock				Common Stock				Paid-in		Earnings
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Total
Balance, December 31, 2012		-	$	-		7,000,000	$	700	$	61,352	$	(99,455	)	$	(37,403	)
Balance, December 31, 2013		-	$	-		7,000,000	$	700	$	89,852	$	(141,354	)	$	(50,802	)
Contribution by stockholder		-		-		-		-		28,500		-			28,500
Net loss		-		-		-		-		-		(41,899	)		(41,899	)
Balance, December 31, 2013		-		-		7,000,000		700		89,852		(141,354	)		(50,802	)
Common stock issued for acquisition		-		-		500,000		50		999,950		-			1,000,000
Net income		-		-		-		-		-		9,766			9,766
Balance, December 31, 2014		-	$	-		7,500,000	$	750	$	1,089,802	$	(131,588	)	$	958,964
Net loss		-		-		-		-		-		(638,855	)		(638,855	)
Balance, December 31, 2015		-	$	-		7,500,000	$	750	$	1,089,802	$	(770,443	)	$	320,109

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

1619

FIRST RATE STAFFING CORPORATION ~~CONSOLIDATED~~ STATEMENTS OF CASH FLOWS

	Year Ended
	December 31,
	2014			2013
	2015			2014
Cash flows from operating activities
Operating activities
Net income (loss)	$	9(638,~~766~~855	)	$	~~(41~~9,~~899~~766	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense		~~266~~302,~~098~~092			6266,~~439~~098
Amortization of discount on note payable		30,474			-
Provision for bad debt		54,186			-
Amortization of discount on note payable		12,949			30,474
Impairment charge		640,733			-
Gain on sale of property and equipment		(5,292	)		-
Gain on settlement agreement		(75,000	)		-
Changes in operating assets and liabilities:
Accounts receivable		(~~176~~456,~~508~~657	)		(~~100~~176,~~452~~508	)
Prepaid expenses		67,484			(67,484	)
Prepaid expense and other current assets		-			67,484
Deposits and other assets		80(1,440	)		~~74,237~~80
Accounts payable		~~327~~(30,~~912~~119	)		27327,~~001~~912
Other current liabilities		359,487			78,236
Accrued expenses		246,128			359,487
Net cash provided by (used in) operating activities		884,793			(23,922	)
Net cash provided by operating activities		48,725			884,793
Cash flows from investing activities
Investing activities
Borrowings on notes receivable - related party		-			(8,388	)
Notes receivable - related party borrowing		(102,530	)		-
Payments from acquisition of property and equipment		-			(28,713	)
Proceeds from sale of property and equipment		12,500			-
Net cash used in investing activities		-(90,030	)		~~(37,101~~-	)
Cash flows from financing activities
Financing activities
Payments on note payable - related party		(151,598	)		(99,021	)
Payments on note payable		(175,000	)		-
Capital contributions		-			28,500
Payments on car loan payable		(1,384	)		-
Net cash used in financing activities		(151,598	)		(70,521	)
Payment on note payable - related party, net		(4,509	)		(151,598	)
Net change in cash		733,195			(131,544	)
Net cash used in financing activities		(180,893	)		(151,598	)
Cash, beginning of the year		54,043			185,587
Net change in cash		(222,198	)		733,195
Cash, end of the year	$	787,238		$	54,043
Cash, beginning of the year		787,238			54,043
Cash, end of year	$	565,040		$	787,238
Supplemental disclosure of cash flow information:
Interest paid	$	15,~~630~~094		$	191,~~140~~630
Income taxes paid	$	-5,157		$	-
Supplemental disclosures of non-cash investing and financing transactions:
Issuance of common stock for acquisition of Loyalty Staffing Services, Inc.	$	~~1,000,000~~-		$	-1,000,000
Issuance of note payable for acquisition of Loyalty Staffing Services, Inc.	$	~~500,000~~-		$	-500,000
Acquisition of property and equipment through loan	$	49,612		$	-

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

1720

FIRST RATE STAFFING CORPORATION NOTES TO ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

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 ~~consolidated~~ financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all the notes required by generally accepted accounting principles for complete financial statements.

The consolidated financial statements include the accounts of the Company and Loyalty Staffing Services, Inc. All significant intercompany transactions have been eliminated in consolidation.

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 ~~consolidated~~ financial statements, management is required to make estimates and assumptions that affect the reported ~~amounts~~ 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.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation. The reclassifications have not impacted the previously reported results of operations or total assets, liabilities or stockholders’ equity (deficit).

Cash

The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, ~~2014~~2015 or ~~2013~~2014. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. As of December 31, 2015 and 2014, the Company had $315,040 and $537,238, respectively, of balances that exceeded the FDIC insurance limits.

Accounts Receivable and Factoring

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 $1,824,376 and $756,718 at December 31, 2014 and 2013, respectively.21

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 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 $4,180,834 and $1,824,376 at December 31, 2015 and 2014, respectively.

Business Acquisitions

The Company has accounted for its business acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805, Business Combinations. Assets acquired and liabilities assumed are recorded at their estimated fair values as of the acquisition date. The ~~fair values of identifiable intangible assets are based on valuations using the income approach. The~~ excess of the purchase price, if any, over the tangible assets, identifiable intangible assets and assumed liabilities, is recorded as goodwill.

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 performed this impairment analysis of its intangible assets at December 31, 2015 and determined that the sum of the projected future cash flows was less than the carrying value of the intangible asset. Accordingly, the Company recorded an impairment charge of $640,733 to write down the asset to its estimated fair value.

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 December 31, 2014 or 2013.22

19• 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 measured the fair value of its intangible assets using Level 3 inputs in estimating its future discounted cash flows to test for impairment as of December 31, 2015. The Company used an estimated discount rate of 10% which approximates the Company’s borrowing rate in performing the impairment test.

The Company has determined that the book value of its outstanding financial instruments as of December 31, ~~2014~~2015 and ~~2013~~2014 is the approximate fair value.

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.

Revenue Recognition

The Company’s revenue is derived from providing temporary staffing services to its clients. The Company recognizes revenue in accordance with FASB ASC No. 605, Revenue Recognition. 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.

The Company recognizes its revenue from temporary staffing services on a gross basis in accordance with the guidance in FASB ASC 605-45 which outlines various factors or indicators that assist in determining whether revenue should be recognized on a gross or a net basis. In connection with this guidance, the Company believes the gross basis is appropriate, as the Company is the primary obligor in its arrangements and is responsible for fulfilling the services being provided to the individual customers and for compensating the individual service providers, regardless of whether the customer accepts the work.

Cost of Revenue

Net Income (Loss) Per Share

Basic income (loss) per share is computed by dividing the net income 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. There have been no common stock equivalents included in the diluted earnings per share computation for the years ended December 31, ~~2014~~2015 or ~~2013~~2014 as ~~the~~there ~~amounts~~were ~~are~~no ~~anti-dilutive~~common stock equivalents outstanding.

Income Taxes

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements.

4. GOING CONCERN

The Company has an accumulated deficit of $~~131~~770,~~588 since inception~~443. This accumulated deficit is primarily the result of ~~increased~~a ~~operating~~non ~~expenses~~cash ~~during~~write ~~2012~~off ~~associated with~~of ~~professional~~an ~~fees~~impaired ~~necessary~~asset toof ~~complete its merger transaction in November 2012~~$640, ~~as well as revenues being at below break-even levels~~733. ~~Going~~The ~~forward, the~~ Company ~~expects these annual expenses to be lower. In addition, on February 11, 2014, the~~ ~~Company~~ also ~~acquired~~has ~~substantially~~substantial ~~all~~expenses ofassociated ~~the~~with ~~assets~~being ofa ~~Loyalty~~public ~~Staffing Services, Inc~~company. ~~(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 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. Once the factoring entity is successfully set-up, the Company expects to realize ongoing savings from the reduced factoring costs.

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

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, ~~2014~~2015 and ~~2013~~2014.

	December 31,		December 31,
	2014		2013
Furniture and equipment	$	5,658	$	5,658
Vehicles		28,000		28,000
		33,658		33,658
Less: accumulated depreciation		13,835		7,175
	$	19,823	$	26,483

Depreciation expense for the years ended December 31, 2014 and 2013 amounted to $6,660 and $6,439, respectively.

	December 31,		December 31,
	2015		2014

Furniture and equipment	$	5,658	$	5,658
Vehicles		63,612		28,000
		69,270		33,658

Less: accumulated depreciation		15,961		13,835

	$	53,309	$	19,823

21Depreciation expense for the years ended December 31, 2015 and 2014 amounted to $8,918 and $6,660, respectively.

6. ACQUISITION

On February 11, 2014, the Company entered into an agreement to purchase the ~~assets~~customer list of Loyalty Staffing Services, Inc. (“Loyalty”), a California corporation, for an aggregate purchase price of $1,444,363 consisting of a cash payment of $100,000, along with a $400,000 note payable, net of a discount of $55,637 for imputed interest, and 500,000 shares issued of the Company’s common stock, valued at the estimated fair value of $2 per share. The total amount due of $500,000 iswas payable as follows; 1) $50,000 of the purchase price ~~will~~would be ~~paid~~ paid within five days of the release of certain Uniform Commercial Code liens and personal guarantees, 2) an additional $50,000 ~~will~~ would 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 Company ~~seller~~was ~~has~~in dispute with the ~~option~~seller of ~~converting all~~Loyalty, orNancy ~~any~~Esteban, ~~part~~concerning the terms of the ~~$400,000~~cash ~~promissory~~portion and note ~~balance~~payable ~~into~~portion of the payout in the original transaction described above. The Company's ~~common~~reached ~~stock~~a atsettlement ~~the~~with ~~then~~Ms. ~~prevailing~~Esteban ~~trading~~on ~~price~~June or24, 2015. ~~market~~In ~~value~~connection atwith the ~~time~~settlement ofagreement, ~~closing~~the ofparties agreed to renegotiate the ~~agreement~~note orpayable from $2500,000 ~~per~~to ~~share~~$425,000. The reduction ~~Seller~~in the note payable has ~~agreed~~been torecorded aas ~~reduction~~gain on settlement agreement in the ~~promissory~~accompanying ~~note~~statement of operations for the year ended December 31, 2015. Per the terms of anthe ~~amount~~settlement ~~equal~~agreement, tothe 5%aggregate amount due of $1425,~~500~~000 is payable as follows; $125,000 ~~and~~is adue ~~return~~upon signing of ~~common~~the ~~stock~~agreement, and the remaining $300,000 is payable in 30 monthly installments of an$10,000 starting ~~amount~~in ~~equal~~August to2015 2through February 2018.5% ofThe Company paid $1125,~~500,~~000 ~~for~~in ~~every~~June ~~reduction~~2015, and began paying the monthly installments of $110,~~500,~~000 beginning in ~~annual~~August ~~revenues~~2015 ~~generated~~in byconnection with the ~~loss~~agreement. aThe ~~client~~remaining orbalance ~~clients~~due ~~acquired~~of $250,000 as ~~part~~ of ~~the~~December ~~asset~~31, 2015 ~~agreement~~is ~~within~~reflected 12as ~~months from~~a ~~the~~note ~~closing~~payable ~~date~~(see Note 11).

~~The Company~~Assets isacquired ~~currently in dispute with the seller of Loyalty, Nancy Esteban, concerning the terms of the cash portion~~ and ~~note~~liabilities ~~payable~~assumed ~~portion~~were ofrecorded ~~the~~at ~~payout~~their inestimated ~~the~~fair ~~original~~values ~~transaction~~as ~~described~~of ~~above. The parties are currently negotiating in good faith to resolve. The Company expects this settlement to occur during~~ the ~~second~~acquisition ~~quarter of 2015~~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.25

The 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

Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value

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.

Intangible assets	$	1,465,867
Accounts payable		(21,504	)
	$	1,444,363

~~Amortization~~Intangible ~~expense~~assets ~~for~~acquired ~~intangible assets~~represented ~~amounted~~customer torelationships ~~$259,438~~which ~~and~~had $0an ~~for~~estimated ~~the~~useful life of 5 years. During the year ended December 31, ~~2014~~2015, ~~and~~the ~~2013~~Company recorded an impairment charge of $640,733 ~~respectively.~~to ~~Estimated~~write ~~future~~down ~~amortization~~the carrying value of the intangible assets to their estimated fair value. The adjusted carrying amount of the intangible assets after the impairment loss is asbeing ~~follows~~amortized over a remaining estimated useful life of 3 years.

22Amortization expense for intangible assets for the year ended December 31, 2015 and 2014 amounted to $293,173 and $259,438, respectively. Estimated future amortization of intangible assets, after taking into account the impairment loss of $640,733 described above, is as follows.

Year Ended
December 31,
	2015			$	293,173
2016		$	90,841
	2016				293,173
2017			90,841
	2017				293,173
2018			90,840
	2018				293,173
		$	272,522
	2019				33,737
				$	1,206,429

The amount of Loyalty’s revenue and earnings included in the Company’s ~~consolidated~~ statement of operations for the year ended December 31, 2014~~, and the revenue and earnings of the combined entity had the acquisition date been January 1, 2013 are as follows~~. The pro forma information includes the effects of amortization of intangibles arising from the transaction, as well as interest expense from the note payable issued to the seller. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates.

	Revenues		Earnings (Loss)
Actual from February 11, 2014 to December 31, 2014	$	7,005,170	$	225,426
2014 supplemental pro forma (unaudited) from
2014 supplemental pro forma (unaudited) from January 1, 2014 to December 31, 2014	$	18,922,592	$	244,523
January 1, 2014 to December 31, 2014	$	18,922,592	$	244,523
2013 supplemental pro forma (unaudited) from
January 1, 2013 to December 31, 2013	$	17,120,089	$	(158,620	)

7. ~~NOTE~~ ~~RECEIVABLE~~ACCRUED ~~– RELATED PARTY~~EXPENSES

~~In March~~Accrued ~~2013,~~expenses ~~the~~consisted ~~Company issued a series~~ of ~~unsecured notes receivable to an officer of~~ the ~~Company. The borrowings are due in one~~following ~~lump~~as ~~payment~~of inDecember ~~March~~31, 2015 and ~~earn interest at a rate of 15% per annum. As of~~ December ~~2014 and 2013~~31, ~~the note receivable balance was $8,388~~2014.

8. DEPOSITS AND OTHER ASSETS

	December 31,		December 31,
	2015		2014

Accrued payroll expenses	$	590,411	$	430,326
Other accrued operating expenses		185,056		99,013
Accrued interest		5,396		5,396
	$	780,863	$	534,735

~~Deposits and~~8. ~~other~~NOTES ~~assets~~RECEIVABLE ~~consisted~~– ~~of the following as of December 31, 2014 and 2013.~~RELATED PARTY

	December 31,
	2014		2013
Deposit on office lease and utilities		3,200		3,280
Other		3,000		3,000
Total	$	6,200	$	6,280

The Company issued a series of unsecured notes receivables due from an officer of the Company totaling $98,918 and $8,388 as of December 31, 2015 and 2014, respectively. Of the outstanding borrowings at December 31 2015, $38,500 of the amounts bear interest at 6% per annum, and the remainder of the amounts are non-interest bearing. The amounts are due in 2018 at the following due dates; $33,418 is due March 31, 2018, $19,500 is due June 30, 2018, $7,500 is due September 30, 2018 and $38,500 is due December 31, 2018.

2326

9. SHAREHOLDERS’ EQUITY ~~(DEFICIT)~~

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, ~~2014~~2015 and ~~2013~~2014, 7,500,000 ~~and 7,000,000~~ shares of common stock, ~~respectively,~~ were issued and outstanding. There was no preferred stock were issued or outstanding as of December 31, ~~2014~~2015 or ~~2013~~2014.

During the year ended December 31, 2013, Cliff Blake, the Chief Executive Officer and sole director of the Company, made a capital contribution of $28,500 to the Company.

During the year ended December 31, 2014, the Company issued 500,000 shares of common stock in connection with the acquisition of Loyalty (see Note 6).

Each of the Company’s five officers are eligible for restricted stock option grants for meeting revenue growth goals. Starting with the 12 months ending July 1, 2016, for each $5 million in new incremental annual revenue generated (through internal growth, acquisition, and/or merger), each of the officers will be eligible for an option grant of 100,000 options for each additional $5 million generated annually. The options would have an exercise price of $0.05 per share and are exercisable at the end of each measured periods. No options have been granted during the year ended December 31, 2015. The first eligible measurement period is the 12 months ended July 1, 2016.

10. NOTES PAYABLE - RELATED PARTY

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 $~~4,509~~0 and $~~156~~4,~~107~~509 as of December 31, ~~2014~~2015 and ~~2013~~2014, respectively. The notes ~~bear~~earned interest at a rate of 6% per annum and ~~are~~were due in full in one lump payment ~~3 years from the issuance dates. The remaining outstanding balances are all due~~ in December 2015. There ~~are~~were no financial covenant requirements under the notes.

11. NOTES PAYABLE – ACQUISITION

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

	December 31,			December 31,
	2014
	2015			2014
Cash payments due to the seller of Loyalty within 60 days UCC and personal guarantee releases	$	100,000
Cash payments due to the seller of Loyalty, $50,000 due within 5 days and $50,000 within 60 days of the 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, which amounted to $2 per share. The Company is currently in default under the terms of the note due to a dispute with the debt holder, and the terms are in the process of being renegotiated (see Note 13). Until a settlement has been reached, the outstanding balances on the note have been presented as current liabilties.		400,000
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 $2 per share. The Company was in default under the terms of the note due to a dispute with the debt holder, and the terms were in the process of being renegotiated. Until a settlement was reached, the outstanding balances on the note were presented as current liabilities. The settlement agreement was reached with the seller effective on June 24, 2015 (see below).		-			400,000
	$	500,000
Settlement Agreement Payable to seller - Payable in 30 monthly installments of $10,000 beginning August 15, 2015 through January 15, 2018. The amounts are non-interest bearing and are no longer convertible into common stock.		250,000			-
	$	250,000		$	500,000
Discount on notes payable		(12,214	)		(25,163	)
Notes payable, net	$	237,786		$	474,837
Less: current portion of notes payable		107,786			474,837
Notes payable, net of current portion	$	130,000		$	-

AsExpected ~~the~~future ~~note~~maturity ~~payable from the acquisition~~ of ~~Loyalty~~long-term ~~has~~debt ~~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~~as ~~amortized~~follows ~~into interest expense using the interest method.~~for ~~During~~each ~~the year ended December 31, 2014, amortization~~ of the ~~discount~~years ~~amounted~~ended ~~to $30,474. As of~~ December 31~~, 2014, the note payable is presented net of a discount of $25,163~~. ~~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.~~

Year Ended
December 31,

2016	$	120,000
2017		120,000
2018		10,000
	$	250,000

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 year ended December 31, 2015 and 2014, amortization of the discount amounted to $12,949 and $30,474, respectively. As ~~INCOME~~of ~~TAXES~~December 31, 2015 and 2014, the note payable is presented net of a discount of $12,214 and $25,163, respectively.

12. CAR LOAN PAYABLE

In August 2015, the Company purchased a vehicle for business purposes for an aggregate price of $49,612. The Company financed $37,612 of the amount over 72 months at an interest rate of 13%. The balance outstanding as of December 31, 2015 amounted to $36,228.

Expected future maturity of the car loan payable is as follows for each of the years ended December 31.

	Year Ended
	December 31,

2016	$	4,623
2017		5,242
2018		5,972
2019		6,804
2020		7,751
Thereafter		5,836
Total	$	36,228

13. INCOME TAXES

The components of the provision for income taxes are summarized as follows for the years ended December 31:

	2014		2013
	2015		2014
Current
Federal	$	5289,~~529~~741	$	-52,529
State		1421,~~147~~261		-14,147
Total current		66111,~~676~~102		-66,676
Deferred
Federal		-		-
State		-		-
Total deferred		-		-
Total	$	66111,~~676~~102	$	-66,676

Significant components of deferred income tax assets and liabilities are as follows:

	2014			2013
	2015			2014
Net operating loss carryforwards	$	-		$	41,548
State income taxes	$	9,282		$	3,837
State income taxes		3,837			(2,618	)
Depreciation and amortization		420,509			72,072
Depreciation and amortization		72,072			-
Total, net		429,791			75,909
Other		-			289
Valuation allowance		(429,791	)		(75,909	)
Total, net		75,909			39,219
Valuation allowance		(75,909	)		(39,219	)
Deferred tax assets, net	$	-		$	-

At December 31, ~~2014~~2015, the Company had utilized its Federal and State net operating loss carryforwards ("NOL") available to offset future taxable income.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. Management considers many factors when assessing the likelihood of future realization of the Company's deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

At December 31, 2014 and 2013, based on the weight of available evidence, management determined that it was unlikely that the Company's deferred tax assets would be realized and have provided for a full valuation allowance associated with the net deferred tax assets.29

~~The~~At ~~Company~~December ~~periodically~~31, ~~analyzes~~2015 ~~its~~and ~~tax~~2014, ~~positions~~based ~~taken~~on ~~and~~the ~~expected~~weight toof beavailable ~~taken~~evidence, ~~and~~management ~~has~~ determined that ~~since~~it ~~inception~~was ~~there~~unlikely ~~has been~~that nothe ~~need~~Company's deferred ~~to record a liability for uncertain~~ tax ~~positions.~~assets ~~The~~would ~~Company~~be ~~classifies~~realized ~~income tax penalties~~ and ~~interest,~~have ifprovided ~~any, as~~for ~~part~~a offull ~~selling,~~valuation ~~general~~allowance ~~and~~associated ~~administrative~~with ~~expenses in~~ the ~~accompanying~~net ~~consolidated~~deferred ~~statements~~tax ~~of operations~~assets. ~~There was no accrued interest or penalties as of December 31, 2014 or 2013.~~

The Company isperiodically ~~neither~~analyzes ~~under~~its ~~examination~~tax bypositions ~~any~~taken ~~taxing~~and ~~authority,~~expected ~~nor~~to be taken and has itdetermined that since inception there has been ~~notified~~no ofneed ~~any~~to ~~impending~~record ~~examination~~a liability for uncertain tax positions. The Company~~'s tax~~ ~~years~~classifies ~~for~~income ~~its~~tax ~~Federal~~penalties and ~~State~~interest, ~~jurisdictions~~if ~~which~~any, as ~~are~~part ~~currently~~of ~~open~~selling, ~~for~~general ~~examination~~and ~~are~~administrative expenses in the ~~years~~accompanying statements of ~~2011~~operations. -There was no accrued interest or penalties as of December 31, 2015 or 2014.

25The Company is neither under examination by any taxing authority, nor has it been notified of any impending examination. The Company's tax years for its Federal and State jurisdictions which are currently open for examination are the years of 2011 - 2015.

1314. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its office locations located in Torrance, California and Phoenix, Arizona under operating leases on a month-to-month basis at monthly rates ranging from $737 to $3,211. The Company leases its office located in Santa Fe Springs, California under a non-cancellable operating lease extending through January 2018.

The following summarizes the amounts due in future periods under non-cancellable operating leases.

	Year Ended
	December 31,
2015	$	13,872
2016	$	31,152
2016		13,872
2017		31,152
2017		13,872
2018		5,476
2018		1,156
Total	$	67,780
Total	$	42,772

Litigation

~~The~~During ~~Company is currently in dispute with~~ the ~~seller~~ordinary ofcourse ~~Loyalty, Nancy Esteban, concerning the terms~~ of the ~~cash~~Company’s ~~portion~~business, ~~and~~it ~~note~~is ~~payable portion~~subject ~~of the payout in the original transaction described above. The parties are currently negotiating in good faith~~ to ~~resolve. The~~various ~~Company~~claims ~~expects~~and ~~this settlement to occur during the second quarter of 2015~~litigation. Management ~~does~~is not ~~anticipate~~aware of any ~~material~~outstanding ~~adverse impacts~~litigation ~~from~~which ~~this~~would ~~dispute,~~have ~~and~~a ~~any~~significant ~~gain~~impact ~~will~~on ~~be recorded upon~~ the ~~finalization~~Company’s offinancial ~~a settlement~~statements.

During the ordinary course of the Company’s business, it is subject to various claims and litigation. The Company settled an open claim involving a former employee in 2013 for $35,625. As of December 31, 2014 and 2013, all obligations have been fulfilled by the Company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, we concluded that our disclosure controls and procedures were effective as of December 31, 2014.30

26We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, we concluded that our disclosure controls and procedures were effective as of December 31, 2015.

Internal Control Over Financial Reporting

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the year ended December 31, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

The Company’s management 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 December 31, 2014, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, ~~2014~~2015, 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.

Anton & Chia LLP, the independent registered public accounting firm, has not issued an attestation report on the effectiveness of the internal control over financial reporting.

2731

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth information regarding the members of the Company’s board of directors, officers and management.

Name	Age	Position	Year Commenced with Company
Cliff Blake	6061	Chief Executive Officer and Director	2012
Devon Galpin	3637	Chief Operating Officer	2012
Michael Mautz	4849	Vice President of Risk Management	2012
Joy Mautz	3940	Vice President of Finance	2012
Julie Galpin	3738	Assistant Secretary	2012

Explanatory Note

The Company’s officers and directors were previously employed by Easy Staffing Services Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008). In March of 2009, Lumea, Inc. purchased Easy Staffing Services Inc. Mr. Blake was retained as President and CEO of Easy Staffing Services Inc. by Lumea, Inc. The entity Lumea, Inc. was a subsidiary of Green Planet Group, Inc. The President and CEO of Green Planet Group, Inc., and its Chief Financial Officer, retained the full financial control of Lumea, Inc. after the acquisition of Easy Staffing Services Inc. by Lumea, Inc.

Mr. Blake resigned from his employment with Easy Staffing Services Inc. in April 2010 after suspecting that the Lumea entities were not properly paying certain tax obligations. Mr. Blake was also concerned that Lumea, Inc. had defaulted on promissory notes due to Easy Staffing Services Inc. in March 2010. Under the advice of legal counsel and the consideration of these factors, Mr. Blake believed that it was prudent for him to resign. Each of the other officers and directors of the Company thereafter resigned from their employment with Easy Staffing Services Inc. based on factors similar to those prompting Mr. Blake to resign (including that customers of Lumea, Inc. and its affiliates began learning in 2010 about the potential tax problems, and these customers were accordingly terminating their respective relationships with Lumea, Inc. and its affiliates).

Other than Mr. Blake, no other officer or director of the Company was party to any employment agreement with Lumea, Inc. or any of its affiliated entities. Mr. Blake was a party to any employment agreement with Lumea, Inc. and its affiliated entities, but such agreement was terminated when Mr. Blake resigned in 2010. A non-compete clause in Mr. Blake’s employment agreement expired on April 30, 2012.

Prior to, and during, 2012, Lumea, Inc. and its affiliates threatened and pursued civil litigation against Mr. Blake. However, at present, no such litigation against Mr. Blake is pending or threatened, and Lumea, Inc. filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on August 17, 2011 and dissolved all of its operations in August 2012. There are no pending or threatened legal actions against Mr. Blake or the Company arising from or related to Lumea, Inc. or any of its affiliated entities.

Cliff Blake

Cliff Blake serves as Chief Executive Officer, President, official Secretary and Treasurer of the Company, and is the sole director of the Company. Mr. Blake has over 22 years of experience in business and management, including in starting, building and operating numerous businesses, including over 12 years in owning and operating staffing businesses. Mr. Blake founded and built his own staffing company, Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008), based in Scottsdale, Arizona, in 1999, and he served as its President and CEO from 1999 to 2009. Through the direction of Mr. Blake, the company started with an idea and was built in to a successful company employing over 50 internal employees and thousands of more temporary employees. The company was a major competitor in several states across the United States with ending annual revenues of over $104 million in 2009. The company was sold in 2009. From March 2009 to April 2010, Mr. Blake was employed as President and CEO of Easy Staffing Services, Inc. by Lumea, Inc., which acquired Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008). From May 2010 to 2012 (when Mr. Blake joined the Company as an officer and director), Mr. Blake was self-employed. During this time, Mr. Blake conducted research on the staffing marketplace and helped design the business plan and model for the Company. Mr. Blake also provided advice and consultation (including with respect to workers’ compensation insurance, sales and marketing ,customer targeting and retention, risk management techniques, accounts receivable management, financing strategies and options, data processing, staffing industry relationships and operational management) to each of First Rate California and First Rate Nevada, respectively, and prepared the Company and these entities for potential merger and acquisition and going-public transactions. Mr. Blake was not directly employed by, or an officer or director of, First Rate Staffing, Inc. or First Rate Staffing LLC; however, he served as a valuable business advisor and consultant for these entities from 2010 to 2012. Mr. Blake did not receive any monetary compensation for his advisory role with First Rate Staffing, Inc. and First Rate Staffing LLC, however, he was provided with health care benefits. Mr. Blake received a Bachelor of Science degree from Louisiana Tech University in 1974 and a Master of Business Administration degree in Finance from Florida State University in 1975.

2832

Devon Galpin

Devon Galpin serves as Chief Operating Officer of the Company. Mr. Galpin supervises all operations of these entities, which includes all office locations, recruiting, internal staffing, order fulfillment, payroll, invoicing compliance, along with client management. Mr. Galpin served in the staffing industry since 2004 holding positions beginning in August 2005 at Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008). Mr. Galpin joined Lumea Staffing of California, Inc. in March 2009 in sales, account management and operations. At the time he left Easy Staffing Services, Inc. and Lumea Staffing of California, Inc. in April 2010, Mr. Galpin oversaw the operations and management of $30 million is staffing business encompassing California and Arizona. In 2010, Mr. Galpin was a co-founder and officer of each of First Rate California and First Rate Nevada, respectively, a position in which he served until those entities merged into the Company. Upon such merger in 2012, Mr. Galpin became a part of the management of the Company. Mr. Galpin worked hand in hand with all senior members of his company to procure business and develop better operations for current and future clients. Mr. Galpin was also in charge of overseeing all payroll matters, delegating and hiring/terminating positions, evaluating profitability of clients, and accounts renewals. Mr. Galpin received a Bachelor of Arts degree in Political Science from Chapman College.

Michael Mautz

Michael Mautz serves as Vice President of Risk Management for the Company. Mr. Mautz supervises all risk management activities of these entities, including the worker’s compensation program of the companies. Mr. Mautz is an OSHA-certified risk manager. Mr. Mautz has been involved in the staffing industry for 12 years with his primary focus on risk management and loss prevention. His previous tenure with rapidly growing staffing companies, Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008) and Lumea Staffing Inc., allowed him to gain critical knowledge on how to grow a business in a safe and productive manner. Because of the steady growth of the company, the risk management department had to be very aggressive and effectively design programs that protected the employees, thereby creating a more profitable business environment for the company. Mr. Mautz was with Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008) and Lumea Staffing Inc. from Janury 2004 to April 2010, just prior to Mr. Mautz becoming a co-founder and officer of each of First Rate California and First Rate Nevada, respectively, a position in which he served until those entities merged into the Company. Upon such merger in 2012, Mr. Mautz became a part of the management of the Company. During his time at Easy Staffing Services, Inc. (January 2004 to March 2009), Mr. Mautz served first as a staffing coordination, then as a risk manager and later as a loss prevention specialist. Mr. Mautz continued in his capacity as a loss prevention specialist with Lumea Staffing, Inc. from March 2009 to April 2010.

Joy Mautz

Joy Mautz serves as Vice President of Finance for the Company. Ms. Mautz heads all accounting functions, including cash flow management, state and federal tax compliance, financial modeling, forecasting and Sarbanes-Oxley compliance. Ms. Mautz has served in the staffing industry since 2005 holding positions as Controller and Assistant Controller of private and public companies, including Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008) during the period June 2005 to March 2010. Ms. Mautz was employed by Lumea Staffing, Inc. as an accountant from 2009 to 2012, after Lumea Staffing, Inc. acquired Excel Staffing Services, Inc. As Assistant Controller and Controller, she worked with the daily cash management and treasury management for a multitude of business accounts. She worked directly with all banking relationship managers and directly with funding companies preparing daily funding requests and other daily and quarterly reports. Ms. Mautz assisted outside auditors with audit processes for private and public companies. She performed cash flow analysis, monthly financial statements and other miscellaneous management ad hoc reports. She analyzed business performance to maximize operations and prepared budgets, payroll, and cash flow reports. Also, Ms. Mautz performed monthly reconciliations for all bank accounts for management and for auditing purposes, and she researched and resolved any out of balances. Ms Mautz managed accounts receivables and made collection calls when needed. She also assisted with accounts payable and provided solutions to any deficiencies. In 2010, Ms. Mautz was a co-founder and officer of each of First Rate California and First Rate Nevada, respectively, a position in which she served until those entities merged into the Company. Upon such merger in 2012, Ms. Mautz became a part of the management of the Company. Ms. Mautz received a Bachelor of Arts degree from the California State University at Fullerton in 2004.

Julie Galpin

Julie Galpin serves as Assistant Secretary for the Company. In this capacity, she also performs accounting and finance duties for these companies. For the past several years, Ms. Galpin has worked in similar accounting roles and capacities, including at Easy Staffing Services, Inc. (formerly known as Excel Staffing Service, Inc. prior to 2008), where she worked during the period April 2008 to April 2010. Ms. Galpin has served in the staffing industry since 2005, holding the position of accounting manager. In 2010, Ms. Galpin was a co-founder and officer of each of First Rate California and First Rate Nevada, respectively, a position in which he served until those entities merged into the Company. Upon such merger in 2012, Ms. Galpin became a part of the management of the Company. Her skills are in accounts receivables, reconciliations, and banking relationships. Ms. Galpin received a Bachelor of Arts degree in Psychology from the University of California, Irvine in 2005.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

Corporate Governance

The Company does not have a nominating nor audit committee of the board of directors. The board of directors consists of one director. At such time that the Company has a larger, board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee.

Conflicts of Interest

There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.

Code of Ethics

The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company intends to adopt a Code of Ethics to provide a manner of conduct.

3034

ITEM 11. EXECUTIVE COMPENSATION

Remuneration of Officers: Summary Compensation Table

							Aggregate	~~Aggregate~~						~~All~~				~~Annual~~
			Annual	~~Annual~~	Annual	~~Annual~~	Accrued	~~Accrued~~			Stock	~~Stock~~	All	~~Comp-~~		~~Other~~	Annual	~~Compen-~~
			Earned	~~Earned~~	Payments	~~Payments~~	Salary Since	~~Salary Since~~			and	~~and~~	Compensation	~~-ensation~~	Other	~~Comp~~	Compensation	~~sation~~
Name/Position	Year	~~Year~~	Salary	~~Salary~~	Made	~~Made~~	Inception	~~Inception~~	Bonus	~~Bonus~~	Options	~~Options~~	Plans	~~Plans~~	Compensation	~~ensation~~	Total	~~Total~~
Cliff Blake		~~2014~~2015	$	0	$	0											$	0
CEO and Director		~~2013~~2014	$	0	$	0											$	0
Devon Galpin		~~2014~~2015	$	4445,~~200~~050	$	4445,~~200~~050											$	45,050
COO		~~2013~~2014	$	44,200	$	44,200											$	44,200
Michael Mautz		~~2014~~2015	$	4445,~~200~~050	$	4445,~~200~~050											$	45,050
Vice President		~~2013~~2014	$	44,200	$	44,200											$	44,200
Joy Mautz		~~2014~~2015	$	44,~~200~~950	$	44,~~200~~950											$	44,950
Vice President		~~2013~~2014	$	44,200	$	44,200											$	44,250
Julie Galpin		~~2014~~2015	$	4445,~~200~~050	$	4445,~~200~~050											$	45,050
Assistant Secretary		~~2013~~2014	$	44,200	$	44,200											$	44,200

The officers noted above also received profits participation and earnings from their ownership interest in the equity of each of First Rate California and First Rate Nevada; as such profits participation and earnings represent returns to these officers by virtue of their equity ownership of these businesses, any such profits participation are not reflected in the table above.

As of December 31, ~~2014~~2015, there was no accrued compensation that was due to the Company’s employees or officers. Upon successful completion by the Company of a primary public offering in the future (or the completion of other financing or funding), however, the Company may compensate officers and employees as is discussed below in “Anticipated Officer and Director Remuneration.”

Each of the officers has received certain shares of common stock in the Company in connection with the change of control of the Company and/or the mergers. Accordingly, the Company has not recorded any compensation expense in respect to any shares issued to the officers as such shares do not represent compensation that was paid to any officer.

There are no current plans to pay or distribute any cash or non-cash bonus compensation to officers of the Company, until such time as the Company is profitable, experiences positive cash flow or obtains additional financing. However, the Board of Directors may allocate salaries and benefits to the officers in its sole discretion. No officer is subject to a compensation plan or arrangement that results from his or her resignation, retirement, or any other termination of employment with the Company or from a change in control of the company or a change in his or her responsibilities following a change in control. The members of the Board of Directors may receive, if the Board so decides, a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting of the Board, although no such program has been adopted to date. The Company currently has no retirement, pension, or profit-sharing plan covering its officers and directors; however, the Company plans to implement certain such benefits after sufficient funds are realized or raised by the Company (see “Anticipated Officer and Director Remuneration” below.)

Employment Agreements

The Company enters into and maintains customary employment agreements with each of its officers and employees. Each of the above officers are eligible for restricted stock option grants for meeting revenue growth goals. Starting with the year ending July 1, 2016, for each $5 million in new incremental annual revenue generated (through internal growth, acquisition, and/or merger), each of the officers will be eligible for an option grant of 100,000 options for each additional $5 million generated annually. The options would have an exercise price of $0.05 per share and are exercisable at the end of each measured periods. No options have been granted during the year ended December 31, 2015. The first eligible measurement period is the 12 months ended July 1, 2016.

Anticipated Officer and Director Remuneration

The Company pays reduced levels of compensation to its officers and director at present. The Company intends to pay regular, competitive annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches greater profitability, experiences larger and more sustained positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering additional cash and non-cash compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with additional fringe benefits and perquisites at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion. In addition, the Company may plan to offer 401(k) matching funds as a retirement benefit at a later time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

	Number of Shares of			Percent of
Name/Position	Common Stock			Class (1)

Cliff Blake (2)		1,000,000			13.3	%
Chief Executive Officer
Director

Devon Galpin (3)		1,000,000			13.3	%
COO

Michael Mautz (4)		1,000,000			13.3	%
Vice President

Joy Mautz (4)		1,000,000			13.3	%
Vice President

Julie Galpin (3)		1,000,000			13.3	%
Assistant Secretary

Terry Blake (2)		1,000,000			13.3	%
33 Tall Oak
Irvine, California 92603

Total owned by officers and directors
(5 persons)		6,000,000	(2)		80	%

(1) Based upon 7,500,000 shares outstanding.

(2) Terry Blake is the spouse of Cliff Blake, the chief executive officer and sole director of the Company and thus the shares owned by Ms. Blake may be deemed to be beneficially owned by Mr. Blake in which case Mr. Blake would own 2,000,000 shares or 28%.

(3) Julie Galpin is the spouse of Devon Galpin, president and COO of the Company and thus the shares owned by Ms. Galpin may be deemed to be beneficially owned by Mr. Galpin in which case Mr. Galpin would own 2,000,000 shares or 28%.

(4) Joy Mautz is the spouse of Michael Mautz, vice president of the Company and thus the shares owned by Ms. Mautz may be deemed to be beneficially owned by Mr. Mautz in which case Mr. Mautz would own 2,000,000 shares or 28%.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The Company ~~has~~issued a ~~promissory~~series of unsecured notes ~~outstanding~~receivables due from an officer of the Company totaling $498,~~509~~918 ~~from~~as ~~monies~~of ~~advanced~~December by31, ~~Cliff~~2015. ~~Blake~~Of the outstanding borrowings at December 31 2015, an$38,500 ~~officer~~of the amounts bear interest at 6% per annum, and ~~sole~~the ~~director~~remainder of the ~~Company.~~amounts are non-interest bearing. The ~~note~~amounts ~~bears~~are ~~interest~~due in 2018 at athe ~~rate~~following ofdue 6%dates; ~~per~~$33,418 ~~annum~~is ~~and~~due March 31, 2018, $19,500 is due inJune ~~full~~30, in2018, ~~one~~$7,500 is ~~lump~~due ~~payment~~September in30, 2018 and $38,500 is due December ~~2015~~31, 2018.

James Cassidy, a partner in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation which owns 250,000 shares of the Company's common stock. Tiber Creek Corporation has received consulting fees of $45,000 to date from the Company (and is eligible to receive an additional $20,000) and also holds shares in the Company. Tiber Creek and its affiliate, MB Americus LLC, a California limited liability company, each currently hold 250,000 shares in the Company.

James Cassidy and James McKillop, who is the sole officer and owner of MB Americus, LLC, were both formerly officers and directors of the Company. As the organizers and developers of Moosewood, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the Mergers. Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents and the registration statement on Form 10.

Certain officers, directors and five percent shareholders have family relationships amongst them:

Cliff Blake, an officer and director of the Company, and Terry Blake, a five percent shareholder of the Company, are married. Mr. and Mrs. Blake are also parents/step-parents of Joy Mautz, an officer of the Company, and Julie Galpin, an officer of the Company.

Michael Mautz, an officer of the Company, is married to Joy Mautz.

Devon Galpin, an officer of the Company, is married to Julie Galpin.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

December 31, 2014		December 31, 2013
December 31, 2015		December 31, 2014
$	4647,~~392~~460	$	3946,~~000~~392

Tax Fees

The Company incurred $0 for tax related services.

All Other Fees

The Company incurred $0 for other fees by the principal accountant for the years ended December 31, ~~2014~~2015 and ~~2013~~2014.

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are incorporated herein by reference.

2.1++	~~Agreement and Plan of Merger~~	Agreement and Plan of Merger
2.2++	~~Agreement and Plan of Merger~~	Agreement and Plan of Merger
3.1+	~~Certificate of Incorporation~~	Certificate of Incorporation
3.2+	~~By-laws~~	By-laws
10.1+++	~~Factoring Agreements with TAB Bank~~	Factoring Agreements with TAB Bank
10.2+++	~~Guarantees regarding TAB Bank~~	Guarantees regarding TAB Bank
10.3++++	~~Agreement with Tiber Creek Corporation~~	Agreement with Tiber Creek Corporation
10.4++++	~~Promissory Note~~	Promissory Note
10.5++++	~~Promissory Note~~	Promissory Note
10.6++++	~~Promissory Note~~	Promissory Note
10.7++++	~~Promissory Note~~	Promissory Note
10.8++++	~~Promissory Note~~	Promissory Note
31#	~~Certification of Chief Executive Officer and Chief Financial Officer~~	Certification of Chief Executive Officer and Chief Financial Officer
32#	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Title 18, United States Code)	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Title 18, United States Code)
101.INS#		XBRL Instance Document
101.SCH#		XBRL Taxonomy Extension Schema Document
101.CAL#		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#		XBRL Taxonomy Extension Label Linkbase Document
101.PRE#		XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Previously filed on Form 10-12G on June 2, 2011 (File No.: 000-54427) as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.

Previously filed on Form S-1 on November 13, 2012 (File No.: 333-184910) as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.

+++

Previously filed on Form S-1 on February 1, 2013 (File No. 333-184910) as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.

++++

Previously filed on Form S-1 on April 11, 2013 (File No. 333-184910) as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FIRST RATE STAFFING CORPORATION
Dated: March 31, 2015	By:	/s/ Cliff Blake
Dated: March 30, 2016	By:	/s/ Cliff Blake
	Chief Executive Officer

Dated: March 31, 2015	By:	/s/ Cliff Blake
Dated: March 30, 2016	By:	/s/ Cliff Blake
	Principal Financial Officer

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	OFFICE	DATE
/s/ Cliff Blake	Director	March 3130, ~~2015~~2016

3539

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