UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 12b-25

NOTIFICATION OF LATE FILING

 

(Check One):

x Form 10-K  o Form 20-F  o Form 11-K  o Form 10-Q  o Form N-SAR  o Form N-CSR

   
  For Period Ended: May 31, 2014
   
  o Transition Report on Form 10-K
  o Transition Report on Form 20-F
  o Transition Report on Form 11-K
  o Transition Report on Form 10-Q
  o Transition Report on Form N-SAR
   
  For the Transition Period Ended: ________________________

  

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

 

 

PART I -- REGISTRANT INFORMATION

 

STAFFING 360 SOLUTIONS, INC.

 

Full name of registrant:

 

 

 

Former name if applicable:

 

641 Lexington Avenue, Suite 1526

 

Address of principal executive office (Street and number):

 

New York, New York 10022

 

City, state and zip code

 

PART II -- RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

  (a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

x (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

  (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 
 

 

PART III -- NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Staffing 360 Solutions, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended May 31, 2014 on a timely basis without unreasonable effort and expense because the financial information and other disclosures required to be included in the Form 10-K from independent experts to value certain intangible assets of several acquired companies could not be completed by the filing deadline. The Company requires an independent firm to value the assets as of the date of acquisition. The Company fully expects to file its Form 10-K within the additional time allowed by this report.

 

PART IV -- OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

  Brendan Flood   (212) 634-6462
  (Name)   (Area Code)    (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
   
  x Yes o No
   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
   
  x Yes o No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

Narrative Explanation Part IV, Item (3)

 

The Company anticipates a significant change in revenue and losses from the corresponding period for the last fiscal year due to the fact that the Company had minimal operations in the Fiscal 2013 Period and acquired five (5) companies during the Fiscal 2014 Period.

 

Staffing 360 Solutions, Inc. 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 29, 2014 Staffing 360 Solutions, Inc.
  (Registrant)
   
   
  /s/  Brendan Flood
  Brendan Flood
  Executive Chairman

 

 

 

 
 

 

INSTRUCTION.  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).