~~UNITED~~U.S. ~~STATES~~SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~March~~February 2915, ~~2016~~2018

Date of Report

(Date of earliest event reported)

THE STAFFING GROUP LTD.

(Exact name of Registrant as specified in its Charter)

Nevada	~~333~~99-~~185083~~0377457	~~99-0377457~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or formation)	(I.R.S. Employer Identification Number)
168 North Johnson Street Suite 302 Dallas, Georgia	30132
(Address of principal executive offices)	(Zip Code)

~~125~~(678) ~~Townpark Drive, Suite 300, Kennesaw, GA 30144~~401-8601

~~(Address~~Registrant’s ofTelephone ~~Principal Executive Offices)~~Number

~~(678)~~Check ~~881~~the appropriate box below if the Form 8-~~0834~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Registrant’s~~o ~~Telephone~~Written ~~Number,~~communications ~~including area~~pursuant ~~code~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~Check the~~o ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~Registrant under any of the following provisions:~~240.14a-12)

☐o ~~Written communications pursuant to Rule 425 under the Securities Act ☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act ☐~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ☐(17 ~~Pre-commencement~~CFR ~~communications pursuant to Rule 13e~~240.14d-42(cb)) ~~under the Exchange Act~~

~~Item~~o ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-4(c))

~~On March~~ITEM ~~29, 2016, with an effective date of April~~ 5, 2016, the Company entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), pursuant to which TCA agreed to loan up to a maximum of three million dollars ($3,000,000.~~00)~~02 toDeparture ~~us for working capital purposes. A total~~ of ~~$1,300,000~~Directors was funded by TCA in connection with the closing. The amounts borrowed pursuant to the Credit Agreement are evidenced by a Senior Secured Revolving Convertible Promissory Note (the “Revolving Note”), the repayment of which is secured by Security Agreements executed by us and our 51% owned subsidiary, The Staff Fund I, LLC. Pursuant to the Security Agreements, the repayment of the Revolving Note is secured by a security interest in substantially all of our assets in favor of TCA. The initial Revolving Note in the amount of $1,300,000 is due and payable along with interest thereon on October 5, 2016, and bears interest at the minimum rate of 12% per annum, increasing to 18% per annum upon the occurrence of an Event of Default, as defined in the Credit Agreement. Upon an Event of Default, TCA shall have the right to convert all or ~~any~~Principal ~~portion~~Officers; ofElection ~~the Revolving Note into shares~~ of ~~the~~Directors; ~~Company’s~~Appointment ~~common stock. The conversion rate shall be 85%~~ of ~~the~~Principal ~~lowest~~Officers; ~~VWAP~~Compensatory ofArrangements ~~the Company’s stock for the five days preceding the conversion date. We also agreed to pay TCA an advisory fee~~ of ~~$750,000,~~Certain ~~payable in shares of the Company’s Series B Preferred Stock~~Officers.

On ~~April~~February 115, ~~2016~~2018, ~~the~~ ~~Company~~Staffing ~~entered~~Group ~~into~~Ltd. ~~an Agreement for Purchase and Sale of Assets~~ (the “~~Agreement~~Company”) ~~with Labor Smart~~, ~~Inc.~~ (~~the “Seller”).~~OTCPINK: ~~Pursuant to the Agreement, the Company will purchase from the Seller the operating assets of four (4~~TSGL) ~~branch locations,~~announced ~~which shall only include customer lists, title to certain leases for real or personal property, contracts, fixed assets, and business records (collectively~~ the ~~“Purchased~~mutually ~~Assets”).~~agreed ~~The~~upon ~~Seller~~resignation ~~shall retain all open accounts receivable~~ of ~~the~~ ~~Purchased Assets~~Mrs. InKimberly ~~consideration~~Thompson ~~for the Purchased Assets, the Company shall pay to the Seller a purchase price equal to $2,915,000.00, paid~~ as ~~follows:~~Interim ~~(i)~~CEO ~~$890,890.00 in cash, (ii) 600,000 shares~~ of the Company~~’s common stock at a cost basis of $1~~.80 ~~per~~The ~~share,~~resignation ~~(iii)~~is aeffective ~~promissory~~February ~~note executed by the Company in favor of the Seller inthe amount of $755~~9,~~000.00,~~ ~~(iv) payoff of certain of the Seller’s outstanding debt totaling $29,110~~2018.~~00, and (v) direct payment to IRS on behalf of the Sellerin the amount of $160,000.00 (the “Purchase Price”).~~

~~The foregoing~~Immediately iseffective ~~qualified~~upon ~~in its entirety by reference to~~ the ~~Senior Secured Revolving Credit Facility Agreement~~resignation, athe ~~copy~~Company ofappointed ~~which is~~Mr. ~~filed~~Jonathan ~~herewith~~Cross as ~~Exhibit~~CEO ~~10.1,~~ and ~~the~~Chairman ~~Senior Secured Revolving Convertible Promissory Note, a copy~~ of ~~which is filed herewith as Exhibit 10.2, and~~ the ~~Agreement~~Board ~~for~~of ~~Purchase~~Directors ~~and Sale~~ of ~~Assets,~~the aCompany. ~~copy~~Mr. ofCross ~~which~~will isdraw ~~filed~~no ~~herewith~~salary asin ~~Exhibit~~either 10position.3.

~~Item~~Jonathan ~~2.01~~is ~~Completion~~a seasoned investor with over 30 years of ~~Acquisition~~experience orin ~~Disposition~~principal investing, domestic and cross-border M&A, corporate finance and corporate restructuring, and is the Managing Director of ~~Assets~~Shefford Capital Partners, LLC., a New York based private equity firm.

~~On April 1~~Subsequently, ~~2016,~~ the ~~Company~~Board ~~closed~~of ~~the~~Directors ~~Agreement~~retained ~~described~~Mrs. inKimberly ~~Item~~Thompson ~~1.01~~as ~~above~~Director of the Board of Directors and onappointed ~~April~~her 5,President ~~2016,~~of the ~~Purchase~~Company. ~~Price~~Mrs. ~~was~~Thompson ~~released~~will ~~from~~be ~~escrow~~responsible for overseeing the day-to-day operations of the Company.

~~Item 9.01. Financial Statements and Exhibits~~2

Exhibit Number		Description
10.1		Senior Secured Revolving Credit Facility Agreement
10.2		Senior Secured Revolving Convertible Promissory Note
10.3		Agreement for Purchase and Sale of Assets

SIGNATURES

1Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	STAFFING GROUP LTD.

Date: February 15, 2018	By:	/s/ Jonathan Cross
	Name:	Jonathan Cross
	Title:	Chairman/Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

			THE STAFFING GROUP LTD.
Date:	April 6, 2016	By:	/s/ Kimberly Thompson
		Name:	Kimberly Thompson
		Title :	Chief Executive Officer

Filing Compare · Staffing Group, Ltd.