As filed with the Securities and Exchange Commission on December 19, 2022

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

STAFFING 360 SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

GOLDEN FORK CORPORATION
(Exact name of registrant as specified in its charter))

Delaware 736368-0680859
Nevada735068-0680859

(State or other jurisdiction

of

incorporation or organization)

(Primary Standard Industrial

Classification Code)
Code Number)

(IRSI.R.S. Employer

Identification #)No.)

8 Hermitage Way, Meadowridge
Constantia, 7806 Western Cape, RSA
Tel. 01127820605069

757 Third Avenue, 27th Floor

New York, New York 10017

(646) 507-5710

(Address, including zip code, and telephone number,

including area code, of registrantsregistrant’s principal executive offices)

 
BizFilings
8040 Excelsior Dr. Suite 200
Madison, WI 53717
(608) 836-3974

Brendan Flood

Chairman and Chief Executive Officer

Staffing 360 Solutions, Inc.

757 Third Avenue, 27th Floor

New York, New York 10017

(646) 507-5710

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

Copies to:

Rick A. Werner, Esq.

Rosebud Nau, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

(212) 659-7300

with a copy to:
 
JPF Securities Law, LLC
19720 Jetton Road, Suite 300
Cornelius, NC 28031
704-897-8334
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

registration statement is declared effective.

If any of the securities being registered on thethis Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

box. ☒

If this Form is filed to register additional common stocksecurities for an offering underpursuant to Rule 462(b) ofunder the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

☐

If this Form is a post-effective amendment filed underpursuant to Rule 462(c) ofunder the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

☐

If this Form is a post-effective amendment filed underpursuant to Rule 462(d) ofunder the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company” and “emerging growth company” in Rule 12b-212b–2 of the Exchange Act. (Check one):

Large Accelerated Filer                                                           o
 Non-accelerated Filer                                                             o (Do

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not check ifto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a smaller reporting company)

Accelerated Filer                                                                      o
Smaller reporting company                                                     x

1
CALCULATION OF REGISTRATION FEE
              
Securities to be  Amount To Be  Offering Price  Aggregate  Registration Fee 
Registered  Registered  Per Share  Offering Price  [1] 
              
Common Stock:  2,000,000  0.05 $100,000 $7.13 

[1]     Estimated solely for the purpose of calculating thefurther amendment which specifically states that this registration fee required bystatement shall thereafter become effective in accordance with Section 6(B)8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and computedExchange Commission acting pursuant to Rule 457(o) undersaid Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities Act. No exchangeand Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or over the counter market exists for our common stock. Our offering price per share was arbitrarily determined in order for ussale is not permitted.

Subject to raise a minimum of $25,000 and a maximum of $100,000.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
2
Completion, dated December 19, 2022

PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST 24, 2010

PROSPECTUS

GOLDEN FORK CORPORATION

Staffing 360 Solutions, Inc.

124,332 Shares of Common Stock

500,000 Minimum - 2,000,000 Maximum
 
Before this offering, there has been no public market for our common stock. In

This prospectus relates to the event that we sell at leastresale by the minimum number of sharesselling stockholder named in this offering,prospectus from time to time of which there is no assurance, we intend to have our shares of common stock quoted on the Over the Counter Bulletin Board operated by the Financial Industry Regulatory Authority. There is no assurance that our shares will ever be quoted on the Over the Counter Bulletin Board.

We are offering a minimum of 500,000 up to a maximum of 2,000,000124,332 shares of our common stock, in a direct public offering, without any involvement of underwriters or broker-dealers. The offering price is $0.05par value $0.00001 per share. InThese 124,332 shares of common stock consist of:

●100,000 shares of common stock, or the Common Shares, that were issued to Jackson Investment Group, LLC (“Jackson”) in connection with the Third Amended and Restated Note Purchase Agreement (the “Amended Note Purchase Agreement”), dated as of October 27, 2022, by and between us and Jackson; and
●24,332 shares of common stock, or the Warrant Shares, issuable upon the exercise of a warrant, or the Warrant, that was issued to Jackson pursuant to the Amended Note Purchase Agreement.

The Common Shares and the eventWarrant were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Jackson represented that 500,000 sharesit was an “accredited investor” (as defined by Rule 501 under the Securities Act). We are not sold within 270 days, all money received by us will be promptly returnedregistering the offer and resale of the Common Shares and the Warrant Shares issuable upon the exercise of the Warrant to you without interest or deduction of any kind.

Please be advised, future actions by creditorssatisfy a provision in the subscription period could precludeAmended Note Purchase Agreement, pursuant to which we agreed to register the resale of the Common Shares and the Warrant Shares.

Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholder will offer or delay ussell any of such shares of common stock. The selling stockholder named in refunding your money. Ifthis prospectus, or its donees, pledgees, transferees or other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions at least 500,000 shares are sold within 270 days, all money received willprevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be retained by us and there will be no refund. Funds will be held in a separate corporate bank account. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 270 days. Collected funds are deemed funds that have been paidused by the drawee bank. The foregoing account is not an escrow, trust or similar account. It is merely a separate account under our control where we have segregated your funds. As a result, creditors could attachselling stockholder, you should refer to the funds.

There is no minimum purchase requirement and there are no arrangements to place the funds in an escrow, trust, or similar account.
Our common stock will be sold on our behalf by Alida Heyer, our sole officer and director. Ms. Heyersection of this prospectus entitled “Plan of Distribution”.

We will not receive any commissions orof the proceeds from the offeringsale of common stock by the selling stockholder. However, we will receive proceeds from the exercise of the Warrant if the Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes.

Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale of such shares pursuant to this prospectus.

No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expenses and fees in connection with the registration of the common stock. The selling stockholder will bear all commissions and discounts, if any, attributable to its sales of our common stock.

Effective as of 4:05 pm Eastern Time on June 23, 2022, we filed a Certificate of Amendment to our behalf.

InvestingAmended and Restated Certificate of Incorporation, or the Certificate of Incorporation, to effect a reverse stock split of the issued and outstanding shares of our common stock, at a ratio of 1-for-10, or the 1-for-10 Reverse Stock Split. All share and per share prices in this prospectus have been adjusted to reflect the 1-for-10 Reverse Stock Split; however, common stock share and per share amounts in certain of the documents incorporated by reference herein have not been adjusted to give effect to the 1-for-10 Reverse Stock Split.

Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “STAF”. On December 16, 2022, the last reported sales price for our common stock was $3.09 per share.

Investment in our common stock involves risks.a high degree risk. See “Risk Factors” starting atcontained in this prospectus on page 8

          
  Offering Price  Expenses  Proceeds to Us 
Per Share - Minimum $0.05  $0.02  $0.03 
Per Share - Maximum $0.05  $0.005  $0.045 
Minimum $25,000  $10,000  $15,000 
Maximum $100,000  $10,000  $90,000 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
4, in our periodic reports filed from time to time with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference in this prospectus, and in any applicable prospectus supplement. You should carefully read this prospectus and the documents we incorporate by reference, before you invest in our common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 24, 2010.December           , 2022.

3

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS1
PROSPECTUS SUMMARY2
THE OFFERING3
RISK FACTORS4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7
USE OF PROCEEDS8
SELLING STOCKHOLDER8
DESCRIPTION OF SECURITIES BEING REGISTERED12
PLAN OF DISTRIBUTION13
LEGAL MATTERS15
EXPERTS15
WHERE YOU CAN FIND MORE INFORMATION15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15

i
Prospectus Summary

ABOUT THIS PROSPECTUS

This prospectus is part of the registration statement that we filed with the SEC pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the selling stockholder has not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 4 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.

PROSPECTUS SUMMARY

This summary provides an overview of selected information contained elsewhere and does not contain all of the information you should consider before investing in our securities. You should carefully read the prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” in this prospectus and our financial statements and notes thereto that are included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section “Special Note Regarding Forward-Looking Statements.” As used in this prospectus, unless the context otherwise indicates, the terms “we,” “our,” “us,” or the “Company” refer to Staffing 360 Solutions, Inc., a Delaware corporation, and its subsidiaries taken as a whole.

Overview

We are a high-growth international staffing company engaged in the acquisition of United States and United Kingdom based staffing companies. Our services principally consist of providing temporary contractors, and, to a much lesser extent, the recruitment of candidates for permanent placement. As part of our consolidation model, we pursue a broad spectrum of staffing companies supporting primarily accounting and finance, IT, engineering, administration and commercial disciplines. Our typical acquisition model is based on paying consideration in the form of cash, stock, earn-outs and/or promissory notes. In furthering our business model, we are regularly in discussions and negotiations with various suitable, mature acquisition targets. To date, we have completed eleven acquisitions since November 2013.

Corporate Information

We were incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, and changed our name to Staffing 360 Solutions, Inc., and our trading symbol to “STAF”, on March 16, 2012. On June 15, 2017, we changed our state of domicile to the State of Delaware. Our principal executive office is located at 757 Third Avenue, 27th Floor, New York, New York 10017, and our telephone number is (646) 507-5710. Our website is www.staffing360solutions.com, and the information included in, or linked to our website is not part of this prospectus. We have included our website address in this prospectus solely as a textual reference.

THE OFFERING
  5
Summary Financial Data

Common Stock to be Offered

by the Selling Stockholder

 5Up to 124,332 shares of our common stock, which are comprised of (i) 100,000 Common Shares and (ii) 24,332 shares of common stock issuable upon the exercise of the Warrant.
Risk Factors  6
Forward-Looking Statements7 
Use of Proceeds All shares of our common stock offered by this prospectus are being registered for the account of the selling stockholder and we will not receive any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the Warrant if the Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes. See “Use of Proceeds” beginning on page 8 of this prospectus for additional information.
 8 
Determination of Offering PriceRegistration Rights 

Under the terms of the Amended Note Purchase Agreement, we agreed to file this registration statement with respect to the registration of the resale by the selling stockholder of the Common Shares issued pursuant to the Amended Note Purchase Agreement and the shares of common stock issuable upon the exercise of the Warrant, not later than 60 days following the date of the Amended Note Purchase Agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter.

See “Selling Stockholder—Amended Note Purchase Agreement and Warrant with Jackson” on page 8

 of this prospectus for additional information.

Dilution  9
Selling Security Holders9 
Plan of Distribution 10

The selling stockholder named in this prospectus, or its pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholder may also resell the shares of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions.

See “Plan of Distribution” beginning on page 13 of this prospectus for additional information on the methods of sale that may be used by the selling stockholder.

Description of Capital Stock11
Interest of Named Experts and Counsel12
Description of Business12
Description of Property13
Legal Proceedings13
Market for Common Equity and Related Stockholder Matters13
Management’s Discussion and Analysis of Financial Condition and Results of Operations13
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure15
Management15
Executive Compensation15
Security Ownership of Certain Beneficial Owners and Management16
Certain Relationships and Related Transactions16
Disclosure of Commission Position of Indemnification for Securities Act Liabilities16
Where You Can Find More Information17
Transfer Agent17
Index to the Audited Financial Statements17
4
PROSPECTUS SUMMARY
This summary highlights important information about our company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire prospectus and the financial statements and related notes included in this prospectus carefully, including the “Risk Factors” section. Unless the context requires otherwise, “we,” “us,” “our”, “ and the “company” and similar terms refer to Golden Fork Corporation, while the term “Golden Fork” refers to Golden Fork in its corporate capacity.
Our Business
We were incorporated on December 22, 2009 in the State of Nevada. We are a development stage company. We do not have any revenues or substantial operations, and we have no assets and have incurred losses since inception. We intend to open a catering business based in South Africa that will provide catering services to customers in our targeted market.
We have been issued a going concern opinion and rely upon the sale of our securities and loans from our officer and director to fund operations.
About Us

Our administrative office is located at 8 Hermitage Way, Meadowridge, Constantia, 7806 Western Cape, RSA. Our fiscal year end is May 31.

Management or affiliates thereof will not purchase shares in this offering in order to reach the minimum.

Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock. Upon effectiveness of our registration statement, management plans to apply to enable our common stock to be quoted on the OTC Bulletin Board.
The Offering
Following is a brief summary of this offering:
   
Securities being offered:A minimum of 500,000 shares of common stock and a maximum of 2,000,000 shares of common stock, par value $0.00001.
Offering price per share:$0.05
Offering period:Nasdaq Capital Market Symbol Our shares are being offered for a period not to exceed 270 days.common stock is listed on Nasdaq under the symbol “STAF.”
Net proceeds to us: Approximately $15,000, assuming the minimum numbers of shares are sold. Approximately $90,000, assuming the maximum number of shares is sold.
Use of proceeds:Risk Factors We will useInvesting in our common stock involves significant risks. See “Risk Factors” beginning on page 4 of this prospectus and the proceeds to pay for offering expenses, the implementation of our business plan, and for working capital purposes.documents incorporated by reference in this prospectus.

Number of shares outstanding before the offering:2,000,000 shares
Number of shares outstanding after the offering if all of the shares are sold:4,000,000 shares3

This prospectus relates

RISK FACTORS

An investment in our securities involves certain risks. Before deciding to invest in our securities, you should consider carefully the salefollowing discussion of a minimum of 500,000 shares of common stockrisks and a maximum of 2,000,000 shares of common stock, par value $0.00001.


We agreed to file a registration statementuncertainties affecting us and our securities, together with the Commissionother information in order to register the resale of the common shares issued to the selling security holders. 

As of August 24, 2010 we had 2,000,000 shares of common stock outstanding and one stockholder. The number of shares registered under this prospectus would represent approximately between 20% and 50% of the total common stock outstanding, based on the amount of shares actually sold. The number of shares ultimately offered for sale by the selling security holders is dependent on whether, and to what extent, such holders decide to sell their shares.

We will not commence seeking a market for our common stock until the registration statements have cleared all comments from the Securities and Exchange Commission. Management intends to request a market maker to file a Form 211 to be approved for quotation on the OTCBB. The Company is not permitted to file a Form 211 with the OTCBB as only Market Makers may apply to the OTCBB for the issuer to get approval to quote the security.

There currently is no trading market for our common stock. The Company has not applied for a listing on any exchanges including Pinksheets.com. Shares registered in this prospectus may not be sold until it is declared effective. The common shares offered under this prospectus may not be sold by the selling security holders, except in negotiated transactions with a broker-dealer or market maker as principal or agent, or in privately negotiated transactions not involving a broker or dealer. Information regarding the selling security holders, the common shares they are offering to sell under this prospectus and the timesother information and mannerdocuments incorporated by reference in which they may offer and sell those shares is provided in the sections of this prospectus, captioned “Selling Security Holders”including the risks, uncertainties and “Planassumptions discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended January 1, 2022, or any updates in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Our business, business prospects, financial condition or results of Distribution.”
Selected Financial Data
The following selected financial data have been derived fromoperations could be seriously harmed as a result of these risks, which could cause the Company’s financial statements which have been audited by M&K CPAS, PLLC, an independent registered public accounting firm. The summary financial data astrading price of May 31, 2010 are derived from our audited financial statements, which are included elsewherecommon stock to decline, resulting in this prospectus. The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Prospectus and the Financial Statements and notes thereto included in this Prospectus.

As shown in the accompanying audited financial statements, the Company has suffered a loss from operations to date. It has experienced a loss of $7,129 since inceptionall or part of your investment. Additional risks and has a negative working of capital. These factors raise substantial doubt about the Company’s abilityuncertainties not presently known to continue as a going concern.

Financial Summary Information

Because this is only a financial summary, it does not contain all the financial informationus or that may be important to you. It should be read in conjunction with the financial statements and related notes presented in this section.
     
  
As of May 31, 2010
(audited)
 
    
Balance Sheet    
Total Assets $- 
Total Liabilities $4,129 
Stockholders’ Deficit $(4,129)

     
  
December 22, 2009
(Inception) to
May 31, 2010
(audited)
 
     
Income Statement    
Revenue $0 
Total Expenses $7,129 
Net Loss $(7,129)
5
RISK FACTORS
We are subject to various risks thatwe currently deem immaterial also may materially harmand adversely affect our business, financial condition and results of operations. You shouldPlease also read carefully consider the riskssection below entitled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

The COVID-19 pandemic and uncertainties described belowits ongoing effects have adversely affected our business and may continue to adversely affect our business.

In December 2019, a strain of coronavirus was reported to have surfaced in Wuhan, China, and spread globally. The COVID-19 pandemic has, from time to time, led to government-imposed quarantines, limitations on business activity and shelter-in-place mandates to mitigate or contain the virus, and has contributed to financial market volatility and uncertainty, significant disruptions in general commercial activity and the other informationglobal economy, including in this filing before decidingthe United States and the United Kingdom where our operations are based. Much of the independent contractor work we provide to purchaseour clients is performed at the site of our clients. As a result, we are subject to the plans and approaches of our clients have made to address the COVID-19 pandemic, such as whether they support remote working or if they have simply closed their facilities and furloughed employees. To the extent that our clients were to decide or are required to close their facilities, or not permit remote work when they close facilities, we would no longer generate revenue and profit from that client. In addition, in the event that our clients’ businesses suffer or close as a result of the COVID-19 pandemic and its ongoing effects, we may experience a decline in our revenue or write-off of receivables from such clients. Developments such as social distancing and shelter-in-place directives have impacted our ability to deploy our staffing workforce effectively in the past, thereby impacting contracts with customers in our commercial staffing and professional staffing business streams, and may continue to impact our business and results of operations should such measures be implemented again in the future.

Our business was impacted in the fiscal year ended January 1, 2022, by numerous government-mandated lockdown periods in the United States and United Kingdom. This had a large impact on the financial results of our numerous business streams, which differed in their financial recoveries primarily due to the geographies and industries in which they operate.

The ultimate impact of the COVID-19 pandemic and its ongoing effects continues to be highly uncertain and subject to future developments. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital and on the market price of our common stock.stock, and affect our ability to successfully raise needed capital. If any of these riskswe are unsuccessful in raising capital in the future, we may need to reduce activities, curtail or uncertainties actually occurs,cease operations. The COVID-19 pandemic and its ongoing effects may continue to disrupt the marketplaces in which we operate, which may negatively affect our business, results of operations and overall liquidity, as it has previously.

Risks Related to our Financial Condition

We review the recoverability of goodwill and other indefinite lived intangible assets annually as of the first day of our fiscal fourth quarter, and whenever events or circumstances indicate that the carrying value of a reporting unit, including goodwill, or an indefinite lived intangible asset may not be recoverable.

To evaluate goodwill and other indefinite lived intangible assets for impairment, we may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite lived intangible asset is less than its carrying amount. The qualitative assessments require assumptions to be made regarding multiple factors, including the current operating environment, historical and future financial condition or operating resultsperformance and industry and market conditions. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. Alternatively, we may elect to bypass the qualitative assessment and instead perform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value.

The quantitative impairment tests require us to make an estimate of the fair value of our reporting units. An impairment could be materially harmed. Inrecorded as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control. Because a number of factors may influence determinations of fair value of goodwill, we are unable to predict whether impairments of goodwill will occur in the future, and there can be no assurance that case,continued conditions will not result in future impairments of goodwill. The future occurrence of a potential indicator of impairment could include matters such as (i) a decrease in expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors or the general business climate; and (vi) a significant downturn in employment markets in the United States. Any such impairment would result in us recognizing a non-cash charge in our consolidated statement of operations, which could adversely affect our business, results of operations and financial condition.

Risks Related to Our Common Stock and this Offering

We may not meet the continued listing requirements of Nasdaq, which could result in a delisting of our common stock.

Our common stock is listed on Nasdaq. We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common shares on Nasdaq. We have in the past received deficiency letters from the Listing Qualifications Department of Nasdaq indicating that we did not meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) or the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”).

For example, on June 3, 2020, we received a letter from the Staff (the “Staff”) of Nasdaq notifying us that we were no longer in compliance with the Stockholders’ Equity Requirement for continued listing on Nasdaq. A hearing before the Nasdaq Hearings Panel (the “Panel”) was held on January 21, 2021, and we were granted an extension to regain compliance until February 28, 2021, which was subsequently further extended to May 31, 2021. On June 28, 2021, we received a letter from the Staff notifying us that the Panel determined that we had regained compliance with the Stockholders’ Equity Requirement. The Panel also imposed a panel monitor (the “Panel Monitor”) under Nasdaq Listing Rule 5815(d)(4)(A) for a period of one year from the date of the June 28, 2021 letter, during which period we were expected to remain in compliance with all of Nasdaq’s continued listing requirements.

On February 23, 2022, we received a letter from the Staff notifying us that we were no longer in compliance with the Minimum Bid Price Requirement, for continued listing on Nasdaq. On April 12, 2022, we received a letter from Nasdaq notifying us that the Panel determined to grant our request for continued listing on Nasdaq, subject to, among other provisions, effecting a reverse stock split and demonstrating compliance with the Minimum Bid Price Requirement. On each of April 19, 2022 and May 20, 2022, we received letters from the Staff notifying us that as we had not yet filed our Form 10-K for the period ended January 1, 2022 and our Form 10-Q for the period ended April 2, 2022, each such matter serving as an additional basis for delisting our securities from Nasdaq under Nasdaq Listing Rule 5810(c)(2)(A). On May 4, 2022 the Panel granted us an extension request until July 11, 2022 to demonstrate compliance with the Minimum Bid Price Requirement.

On June 23, 2022, we effected the 1-for-10 Reverse Stock Split, on June 24, 2022, we filed our Annual Report on Form 10-K for the fiscal year ended January 1, 2022, and on July 14, 2022, we filed our Quarterly Report on Form 10-Q for the period ended April 2, 2022. On July 15, 2022, we received a letter from the Staff informing us that we had regained compliance with the Minimum Bid Price Requirement and the subsequent delinquency concerns as described above. The letter additionally informed us that we are in compliance with the terms of the Panel Monitor. We are now in compliance with the listing requirements required for continued listing on Nasdaq. Accordingly, the Panel determined to continue the listing of our securities on Nasdaq and the aforementioned matters are now closed.

If Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards, an investor would likely find it significantly more difficult to dispose of or obtain our shares, and our ability to raise future capital through the sale of our shares or issue our shares as consideration in acquisitions could be severely limited. Additionally, we may not be able to list our common stock on another national securities exchange, which could result in our securities being quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our common stock and reduced liquidity for the trading of our securities. There can be no assurance that an active trading market for our common stock will develop or be sustained. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock.

We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur.

A more active, liquid trading market for our common stock may not develop, and you could lose allthe price of our common stock may fluctuate significantly.

Historically, the market price of our common stock has fluctuated over a wide range. During the 12-month period prior to the date of this prospectus, after giving effect to the 1-for 10 Reverse Stock Split, our common stock traded as high as $11.10 per share and as low as $2.27 per share. There has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading market may not develop or partmay not be sustained. Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s ability to sell its shares of your investment.

Risks associated with Golden Fork Corporation.
Because our auditors have issuedcommon stock at the time it wishes to sell them or at a going concern opinion, there is substantial uncertaintyprice that it considers acceptable. If a more active, liquid public trading market does not develop we will continue operationsmay be limited in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may haveraise capital by selling shares of common stock and our ability to cease operations and you could lose your investment.
We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.
We were incorporated in December 2009 and have yet to start our proposed business operations and have yet to realize any revenues. We have no operating history upon which an evaluationacquire other companies or assets by using shares of our future successcommon stock as consideration. In addition, if there is a thin trading market or failure can“float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be made. Our net loss since inceptionless liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for a stockholder to liquidate any investment in our common stock. Furthermore, the stock market is $7,129,subject to significant price and volume fluctuations, and the price of which $1,500 is for office rent, $1,500 is for consulting fees, $1,129 is for general and administrative, and $3,000 is for legal and accounting.
Our abilityour common stock could fluctuate widely in response to achieve and maintain profitability and positive cash flow is dependent upon:
several factors, including:

 ●our quarterly or annual operating results;
 •●completion of this offering;changes in our earnings estimates;
 ●investment recommendations by securities analysts following our business or our industry;
 •●additions or departures of key personnel;
 ●changes in the business, earnings estimates or market perceptions of our abilitycompetitors;
●our failure to attract customers who will buy our services from us;achieve operating results consistent with securities analysts’ projections;
●changes in industry, general market or economic conditions; and
 ●
•our ability to generate revenues through the saleannouncements of our services.legislative or regulatory changes.
Based

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in the staffing industry. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon current plans,factors that have little or nothing to do with us and these fluctuations could materially reduce our stock price.

We do not anticipate paying dividends on our common stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment.

We initiated a dividend program in early 2019 under which we expectintended to incur operating lossespay a regular quarterly cash dividend of $0.01 per share to holders of our common stock. The first such dividend was paid on February 28, 2019 to shareholders of record as of February 15, 2019, but subsequent dividends were suspended by our Board. In the future, our Board may, without advance notice, determine to initiate, reduce or suspend our dividends in order to maintain our financial flexibility and best position us for long-term success. The declaration and amount of future periods sincedividends is at the discretion of our Board and will depend on our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements and other factors and restrictions our Board deems relevant. In addition, we are limited in our ability to pay dividends by certain of our existing agreements. In particular, our debt agreements only permit us to pay a quarterly cash dividend of one cent per share of common stock issued and outstanding, provided, that such cash dividend does not exceed $100 in the aggregate per fiscal quarter. We may not pay such dividends if any events of default exist under our debt agreements.

Accordingly, we cannot be certain if we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failureable to generate revenues will cause youpay quarterly cash dividends to lose your investment.

Because we have a limited operating history, our business is difficult to evaluate.

We were formed in 2009 and have a limited operating history.  An investor inholders of our common stock must consider the risks and difficulties frequently encountered by early stage companies in new and rapidly evolving markets.  We expect our operating expenses to increase significantly, especially in the areasforeseeable future. Consequently, investors must mainly rely on sales of development, marketing and promotion.  As a result we will needtheir common stock after price appreciation, which may never occur, as the primary way to increase our revenue to remain profitable.  If our revenue does not grow as expected or increases in our expenses are not in line with forecasts, there could be a material adverse effectrealize any future gains on our business, results of operations and financial condition.
 If we do not attract customers, we will not make a profit, which ultimately will result in a cessation of operations.
As of this filing, we have no customers. We have identified potential customers but we cannot guarantee we ever will have any customers. Even if we obtain customers, theretheir investment. There is no guarantee that weshares of our common stock will generateappreciate in value or even maintain the price at which our stockholders have purchased their shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference may include “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. Forward-looking statements should not be read as a profit. If we cannot generate a profit, there couldguarantee of future performance or results and will probably not be a material adverse effect on our business,accurate indications of when such performance or results of operations and financial condition.

We are solely dependent upon the funds towill be raisedachieved. All statements included in this offering to implementprospectus and in related comments by our business plan, the proceedsmanagement, other than statements of which may be insufficient to achieve revenues. If we need additional fundshistorical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties. These statements are unable to raise them we will have to terminate our operations.
We have not yet started implementing our full business plan. We will use the proceeds from this offering to start our operations. If the minimum of $30,000 is raised, this amount will enable us, after paying the expenses of this offering, to operate for one year. If we need additional fundsbased on certain assumptions and are unable to raise the money, we will have to cease operations.
If we do not make a profit, we may have to suspend or cease operations.
Since we are small company and do not have much capital, we must limit marketing our services. The sale of services is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, there could be a material adverse effect on our business, results of operations and financial condition.
If we lose the servicesanalyses made in light of our key employee, our business could suffer.
Our success is dependent on the personal effortsexperience and perception of Ms. Heyer, our sole officerhistorical trends, current conditions and director.  Althoughexpected future developments as well as other factors that we currently do not have “key-man” insurance, we plan to obtain "key-man" insurance on her lifebelieve are appropriate in the amountcircumstances. Important factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: weakness in general economic conditions and levels of $1,000,000;capital spending by customers in the loss of Ms. Heyer’s services could have a material adverse effect on our businessindustries we serve; weakness or volatility in the financial and prospects.
Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadiccapital markets, which may result in periodic interruptionsthe postponement or suspensionscancellation of operations. This activity could prevent us fromour customers’ capital projects or the inability of our customers to pay our fees; the termination of a major customer contract or project; delays or reductions in U.S. government spending; credit risks associated with our customers; competitive market pressures; the availability and cost of qualified labor; our level of success in attracting, customerstraining and resultretaining qualified management personnel and other staff employees; changes in a lacktax laws and other government regulations, including the impact of revenues that may cause ushealth care reform laws and regulations; the possibility of incurring liability for our business activities, including, but not limited to, suspendthe activities of our temporary employees; our performance on customer contracts; negative outcome of pending and future claims and litigation; government policies, legislation or cease operations.
Our sole officer and director, Ms. Heyer, will only be devoting limited timejudicial decisions adverse to our operations. Ms. Heyer will be devoting approximately 30 hours per weekbusinesses; potential cost overruns and possible rejection of her timeour business model and/or sales methods; impairment of goodwill; our ability to access the capital markets by pursuing additional debt and equity financing to fund our operations. Our operations may be sporadicbusiness plan and occurexpenses on terms acceptable to us or at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenuesall; and a possible cessation of operations.
Because we have only one officer and director, who lacks formal training in financial accounting and management and who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controlsability to comply with applicable lawsour contractual covenants, including in respect of our debt.

While these forward-looking statements represent our judgment on what the future may hold, and regulations which could result in fines, penaltieswe believe these judgments are reasonable, these statements are not guarantees of any events or financial results. Whether actual future results and assessments against us.

We have only one officerdevelopments will conform with our expectations and director. She lacks formal training in financial accountingpredictions is subject to a number of risks and management; however, she is responsible for our managerialuncertainties, including the risks and organizational structure which will include preparation of disclosure and accounting controlsuncertainties discussed under the Sarbanes Oxley Act of 2002. When the disclosurecaption “Risk Factors” in this prospectus and accounting controls referred to above are implemented, she will be responsiblein our Annual Report on Form 10-K for the administration of them. Should she not have sufficient experience, she may be incapable of creatingfiscal year ended January 1, 2022, as well as any updates to such risks and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission, which ultimately could cause you to lose your investment. However, becauseuncertainties disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Consequently, all of the small sizeforward-looking statements made in this prospectus as well as all of the forward-looking statements incorporated by reference to our expected operations, we believe that she will be able to monitor the controls she will have created and strive for accuracy in assembling and providing information to investors.

Because our sole officer and director does not have prior experience in financial accounting and the preparation of reportsfilings under the Securities Exchange Act of 1934, we may have to hire individuals which could result in additional expenses which could have a material adverse effect on our business, results of operations and financial condition.
Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the Securities Act of 1934, we may have to hire additional experienced personnel to assist us with the preparation thereof. The hiring of additional experienced personnel will result in additional expenses which could have a material adverse effect on our business, results of operations and financial condition.
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Risks associated with this offering:
Because we do not have an escrow or trust account for your subscription, if we file for bankruptcy protection,as amended (the “Exchange Act”), are forced into bankruptcy, or a creditor obtains a judgment against us and attaches the subscription, you will lose your investment.
Investor’s funds will be placed in a separate bank account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filedqualified by creditors against us, your funds will become part of the bankruptcy estate and administered according to bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, if the minimum conditions of this offering are not satisfied, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.
Certain shareholders control a substantial portion of our outstanding common stock.

Our sole officer/director owns a significant portion of the outstanding shares of our common stock.  Specifically, Ms. Heyer will own 80% of our total outstanding common stock if the minimum amount of the offering is sold and 50% of our total outstanding common stock if the maximum amount of the offering is sold. Accordingly, Ms. Heyer will be able to influence the election of our directors and thereby influence or direct our policies.

Declining economic conditions could negatively impact our business
Our operations are affected by local, national and worldwide economic conditions.  Markets in the United States and elsewhere have been experiencing extreme volatility and disruption for more than 12 months, due in part to the financial stresses affecting the liquidity of the banking system and the financial markets generally.  In 2009, this volatility and disruption has reached unprecedented levels.  The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. While the ultimate outcome and impact of the current economic conditions cannot be predicted, a lower level of economic activity might result in a decline in energy consumption, which may adversely affect the price of oil, liquidity and future growth.  Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.
Because there is no public trading market for our common stock, you may not be able to resell your stock.
There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you want to resell your shares, you will have to locate a buyer and negotiate your own sale.
We do not intend to pay any dividend for the foreseeable future.

We do not anticipate paying cash dividends in the foreseeable future.  The future payment of dividends is directly dependent upon our future earnings, financial requirements and other factors to be determined by our board of directors.  We anticipate any earnings that may be generated from our operations will be used to finance our growth and that cash dividends will not be paid to shareholders.
Because the Securities and Exchange Commission imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of our shares to decline.
Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of our shares to decline.
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock and
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-lookingcautionary statements and associated risks set forth in this Prospectus include or relate to, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our ability to obtain and retain sufficient capital for future operations, and (e) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur.
The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptionsactual results or developments that we anticipate will be ablerealized or, even if realized, that they will have the expected consequences to keep up with industry techniquesor effects on us and standards, that there will be no material adverse competitive or technological change in conditions in our business, that demand for our products will significantly increase, that our sole officer will remain employed as such, that our forecasts accurately anticipate market demand, and that there will be no material adverse change in our operations or business or in governmental regulations affecting ussubsidiaries or our manufacturers and/businesses or suppliers. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors” section of this prospectus, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Growth in absolute and relative amounts of cost of goods sold and selling, general and administrative expenses or the occurrence of extraordinary events could cause actual results to vary materially from the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.
Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this prospectus and in the documents incorporated by reference into this prospectus that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward-looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautionedcaution investors not to place undue reliance on such forward-looking statements. ImportantWe undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other such factors that may cause our actual resultsaffect the subject of these statements, except where we are expressly required to differ from such forward-looking statements include, but are not limited to, the risk factors discussed below. Before you invest in ourdo so by law.

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USE OF PROCEEDS

All shares of common stock you should be aware thatoffered by this prospectus are being registered for the occurrence of anyaccount of the events described under “Risk Factors”selling stockholder and we will not receive any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the Warrant if the Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes.

SELLING STOCKHOLDER

Unless the context otherwise requires, as used in this prospectus, could“selling stockholder” includes the selling stockholder listed below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholder as a gift, pledge or other non-sale related transfer.

We have a material adverse effect on our business, financial condition and resultsprepared this prospectus to allow the selling stockholder or its successors, assignees or other permitted transferees to sell or otherwise dispose of, operation. In such a case, the trading pricefrom time to time, up to 124,332 shares of our common stock, could declinewhich are comprised of (i) 100,000 Common Shares and you could lose all or part(ii) 24,332 shares of your investment.

With respectcommon stock issuable upon the exercise of the Warrant.

Amended Note Purchase Agreement and Warrant with Jackson

On October 27, 2022, we entered into the Amended Note Purchase Agreement with Jackson, which amended and restated the Second Amended and Restated Note Purchase Agreement, dated October 26, 2020, as amended, and issued to Jackson the Third Amended and Restated Senior Secured 12% Promissory Note (the “Jackson Note”), with a remaining outstanding principal balance of approximately $9.0 million.

Under the terms of the Amended Note Purchase Agreement and the Jackson Note, we are required to pay interest on the Jackson Note at a per annum rate of 12% and in the event we have not repaid in cash at least 50% of the outstanding principal balance of the Jackson Note by October 27, 2023, then interest on the outstanding principal balance of the Jackson Note shall continue to accrue at 16% per annum of the outstanding principal balance of the Jackson Note until the Jackson Note is repaid in full. The Amended Note Purchase Agreement also extends the maturity date of the Jackson Note from October 28, 2022 to October 14, 2024. On October 27, 2022, in connection with the Amended Note Purchase Agreement, we issued to Jackson the Common Shares and the Warrant to purchase up to 24,332 shares of common stock at an exercise price of $3.06 per share. The Warrant is exercisable six months from October 27, 2022, and expires on October 27, 2027.

Pursuant to the saleAmended Note Purchase Agreement, we are required to file a resale registration statement with the SEC covering the resale of unregistered securities referenced above, all transactions were exempt fromthe Common Shares and the Warrant Shares no later than 60 days after October 27, 2022, and to use reasonable best efforts to have such registration statement declared effective thereafter. Additionally, pursuant to Section 4(2)the Amended Note Purchase Agreement, we agreed that upon the registration statement being declared effective under the Securities Act, we shall also (i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period of the distribution and to comply with the provisions of the Securities Act with respect to the disposition of 1933all securities covered by such registration statement in accordance with Jackson’s intended method of disposition, (ii) use commercially reasonable efforts to register or qualify the securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the sellers of securities or, in the case of an underwritten public offering, the managing underwriter, may reasonably request, and (iii) notify Jackson when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, of any request by the SEC for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose.

Relationship with the Selling Stockholder

Except as described below and above under “—Amended Note Purchase Agreement and Warrant with Jackson”, the selling stockholder does not have, or within the past three years has not had, any position, office or other material relationship with us.

Second Amended and Restated Note Purchase Agreement and Note

On October 26, 2020, we entered into the Second Amended and Restated Note Purchase Agreement and an Amended and Restated Senior Secured 12% Promissory Note (the “1933 Act”“2020 Jackson Note”) with Jackson, which amended and restated our Amended and Restated Note Purchase Agreement with Jackson dated September 15, 2017 (the “First Amended and Restated Note Purchase Agreement”). The Second Amended and Restated Note Purchase Agreement refinanced an aggregate of $48.7 million of indebtedness advanced to us by Jackson pursuant to the First Amended and Restated Note Purchase Agreement and a Senior Secured 12% Promissory Note. In connection with the amendment and restatement, we paid Jackson an amendment fee of $488,123.92

Amendments to Existing Warrant Agreement with Jackson

On October 26, 2020, in connection with the entry into the Second Amended and Restated Note Purchase Agreement, we entered into Amendment No. 3 to the Amended and Restated Warrant Agreement, dated April 25, 2018, as amended (the “Existing Warrant”), with Jackson. Pursuant to Amendment No. 3, the exercise price of the Existing Warrant was reduced from $60.00 per share to $3.60 per share, such exercise price adjusted to give effect to the 1-for-6 reverse stock split effectuated on June 30, 2021 and the 1-for-10 Reverse Stock Split, and the term of the Existing Warrant was extended to January 26, 2026. On October 27, 2022, in connection with the entry into the Amended Note Purchase Agreement, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the Existing Warrant with Jackson. Pursuant to Amendment No. 4, the exercise price of the Existing Warrant was reduced to $3.06 per share and the term extended to January 26, 2028. Pursuant to the Existing Warrant, as amended from time to time, Jackson may purchase up to 15,093 shares of common stock.

2021 Jackson Waivers

Jackson was the sole owner of our then-outstanding Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and Series E-1 Convertible Preferred Stock (the “Series E-1 Preferred Stock”). On February 5, 2021, we entered into a Limited Consent and Waiver (the “February 2021 Limited Consent”) with Jackson whereby, among other things, Jackson agreed that we could use 75% of the proceeds from the public offering that closed on February 12, 2021 (the “February 2021 Offering”) to redeem a portion of the 2020 Jackson Note, which at the time had an outstanding principal amount and accrued interest of approximately $32.7 million and 25% of the net proceeds from the February 2021 Offering to redeem a portion of our then-outstanding Series E Preferred Stock and Series E-1 Preferred Stock, notwithstanding certain provisions of the Certificate of Designation of our Series E Convertible Preferred Stock (the “Series E Certificate of Designation”) that would have required us to use all the proceeds from the February 2021 Offering to redeem the Series E Preferred Stock and the Series E-1 Preferred Stock. On April 8, 2021, the February 2021 Limited Consent was extended to June 17, 2021.

On February 5, 2021, we also entered into a Limited Waiver and Agreement (the “February 2021 Limited Waiver”) with Jackson, whereby Jackson agreed, among other things, that it would not convert any shares of the Series E Preferred Stock or Series E-1 Preferred Stock into shares of our common stock or exercise any warrants to purchase shares to the extent that doing so would cause the number of our authorized but unissued shares of common stock to be less than the number of shares being offered in the February 2021 Offering. Jackson also waived any event of default under the Series E Certificate of Designation and the 2020 Jackson Note that would have resulted from our having an insufficient number of authorized shares of common stock to honor conversions of the Series E Preferred Stock and Series E-1 Preferred Stock and the exercise of Jackson’s warrants. On April 8, 2021, the February 2021 Limited Waiver was extended to June 17, 2021, and on May 6, 2021, in connection with the issuance of the Series G Preferred Stock (as defined below) in exchange for the Series E Preferred Stock and Series E-1 Preferred Stock, the February 2021 Limited Waiver was extended to June 30, 2021.

In connection with the registered direct offering of common stock and concurrent private placement of warrants to purchase shares of common stock that closed on July 23, 2021 (the “July 2021 Offerings”), on July 22, 2021, we entered into a limited consent with Jackson whereby, among other things, Jackson agreed that we could effect the July 2021 Offerings and use $5,000,000 of the net proceeds thereof to pay accrued and unpaid interest on and prepay a portion of the outstanding principal balance of the 2020 Jackson Note, notwithstanding certain provisions of the Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) that would have required us to use all the proceeds from the July 2021 Offerings to redeem the Series G Convertible Preferred Stock.

Series G Preferred Stock

On May 6, 2021, we entered into an Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange 6,172 shares of our then-outstanding Series E Preferred Stock, and 1,493 shares of our then-outstanding Series E-1 Preferred Stock for an equivalent number of shares of our Series G Convertible Preferred Stock and Series G-1 Convertible Preferred Stock, respectively (the “Series G Convertible Preferred Stock” and the “Series G-1 Convertible Preferred Stock,” and together, the “Series G Preferred Stock”).

2022 Jackson Consents

On April 18, 2022, we and Jackson entered into a limited consent and wavier (the “Headway Limited Consent”) related to the Second Amended and Restated Note Purchase Agreement. The Headway Limited Consent permitted, among other things, the Headway Acquisition (as defined herein) and issuance of Series H Preferred Stock (as defined herein), and Regulation D promulgatedadditionally granted one-time waivers under the 1933 Act. InSecond Amended and Restated Note Purchase Agreement of (i) the occurrence of a breach of a financial covenant as of the first fiscal quarter ended March 31, 2022, and (ii) the delivery of certain audited financial statements until May 2, 2022.

On each instance,of September 28, 2022, October 13, 2022 and October 21, 2022, we and Jackson entered into a limited consents (the “2022 Limited Consents”) related to the purchaser had accessSecond Amended and Restated Note Purchase Agreement. The 2022 Limited Consents each extended the maturity date of the 2020 Jackson Note to sufficientOctober 14, 2022, October 21, 2022 and October 28, 2022, respectively.

Omnibus Amendment and Reaffirmation Agreement with Jackson

On October 27, 2022, in connection with the Amended Note Purchase Agreement, we entered into an Omnibus Amendment and Reaffirmation Agreement with Jackson, which, among other things, amended (i) the Amended and Restated Security Agreement, dated as of September 15, 2017, as amended, and (ii) the Amended and Restated Pledge Agreement, dated as of September 15, 2017, as amended, to reflect certain of the terms as updated and amended by the Amended Note Purchase Agreement.

Amendment to Intercreditor Agreement with Jackson and MidCap

On October 27, 2022, in connection with the Amended Note Purchase Agreement, the Jackson Note and Amendment No. 27, by and between us and MidCap Funding X Trust (“MidCap”), dated as of October 27, 2022, we, Jackson and MidCap entered into the Fifth Amendment to Intercreditor Agreement (the “Fifth Amendment”), which amended the Intercreditor Agreement, dated September 15, 2017, by and between is, Jackson and MidCap, as amended. The Fifth Amendment, among other things, permits the increase of the credit commitments under the Credit and Security Agreement as amended by Amendment No. 27 to $32.5 million.

Information About Selling Stockholder Offering

The shares of common stock being offered by the selling stockholder are the Common Shares issued pursuant to the Amended Note Purchase Agreement and the shares of common stock issuable to the selling stockholder upon the exercise of the Warrant. For additional information regarding the Company so asissuance of the Common Shares and the Warrant, see “—Amended Note Purchase Agreement and Warrant with Jackson” above. We are registering the Common Shares and the Warrant Shares in order to make an informed investment decision.

7
USE OF PROCEEDS
Our offering is being made in a direct public offering, without any involvement of underwriters or broker-dealers, on a 500,000 commonpermit the selling stockholder to offer the shares minimum and 2,000,000 common shares maximum basis. for resale from time to time.

The table below sets forthlists the useselling stockholder and other information regarding the ownership of proceeds if 500,000the shares of common stock by the selling stockholder. The second column lists the number of shares of common stock owned by the selling stockholder, based on its ownership of the shares of common stock as of November 23, 2022 and securities convertible or exercisable into shares of common stock within 60 days of November 23, 2022.

The third column lists the shares of common stock being offered pursuant to this prospectus by the selling stockholder.

In accordance with the terms of the Amended Note Purchase Agreement, this prospectus generally covers the resale of the sum of (i) the maximum number of Common Shares and (ii) the maximum number of Warrant Shares. The table below assumes that the outstanding Warrant was exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, and subject to adjustment as provided in the Warrant. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

We believe that (1) the selling stockholder is not a broker-dealer or an affiliate of any broker-dealers, (2) the selling stockholder does not have direct or indirect agreements or understandings with any person to distribute the common stock, and (3) the selling stockholder has sole voting and investment power with respect to all common stock beneficially owned, except as otherwise noted below.

No estimate can be given as to the amount or percentage of common stock that will be held by the selling stockholder after any sales made pursuant to this prospectus because the selling stockholder is not required to sell any of the common stock being registered under this prospectus. The following table assumes that the selling stockholder will sell all of the common stock registered pursuant to this prospectus.

Name of Selling

Stockholder

 Number of shares of common stock owned prior to offering  Maximum number of shares of common stock to be sold pursuant to this Prospectus  Number of shares of common stock owned after offering  Percentage of common stock owned after offering 
                 
Jackson Investment Group, LLC (1)  

173,904

   124,332(2)  49,572   1.93%

(1)The shares are directly held by Jackson Investment Group, LLC, and may be deemed to be indirectly beneficially owned by Richard L. Jackson. The selling stockholder’s address is c/o Jackson Investment Group, LLC, 2655 Northwinds Parkway, Alpharetta, Georgia 30009.
(2)Represents (i) 100,000 Common Shares issued pursuant to the Amended Note Purchase Agreement and (ii) 24,332 shares of common stock issuable upon the exercise of the Warrant.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Authorized Capital Stock

We have authorized 220,000,000 shares of capital stock, of which 200,000,000 are shares of common stock and 20,000,000 are shares of “blank check” preferred stock. On November 23, 2022, there were 2,533,199 shares of common stock issued and outstanding. We currently have 1,663,008 shares of preferred stock designated as Series A Preferred Stock, 200,000 shares of preferred stock designated as Series B Preferred Stock, 2,000,000 commonshares of preferred stock designated as Series C Preferred Stock, 13,000 shares of preferred stock designated as Series E Preferred Stock, 6,500 shares of preferred stock designated as Series E-1 Preferred Stock, 4,698 shares of preferred stock designated as Series F Convertible Preferred Stock, 13,000 shares of preferred stock designated as Series G Preferred Convertible Stock, 6,500 shares of preferred stock designated as Series G-1 Convertible Preferred Stock, 9,000,000 shares of preferred stock designated as Series H Convertible Preferred Stock (the “Series H Preferred Stock”), and 40,000 shares of preferred stock designated as Series J Preferred Stock. As of September 30, 2022, there were no shares of the offeringSeries A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock, Series G-1 Convertible Preferred Stock and Series J Preferred Stock issued and outstanding and 9,000,000 shares of Series H Preferred Stock issued and outstanding.

The authorized and unissued shares of common stock and the authorized and undesignated shares of preferred stock are sold.

        
  500,000 2,000,000 
Gross proceeds $25,000 $100,000 
Offering expenses $10,000 $10,000 
Net proceeds $15,000 $90,000 
The net proceeds willavailable for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be used as follows:
       
   500,000   2,000,000 
Website development $1,000  $2,000 
Repayment of loan $1,129  $1,129 
Marketing and advertising tools  (i.e. business cards, menus, telephone, website, computer) $1,000  $3,000 
  $1,000  $20,000 
Kitchen Equipment Rental* $5,000  $40,000 
Hiring one additional employee $0  $10,000 
Audit, accounting and filing fees $5,195  $5,195 
 
Other expenses such as utility costs (water, electricity, gas), insurance coverage, etc.
 
 $676  $8,676 
TOTAL $15,000  $90,000 
         
* To keep our initial costs down in the beginninglisted. Unless approval of our operations, we would opt to startstockholders is so required, our catering business by renting items such as useBoard of kitchen facilities if needed, china, utensils, tables, tablecloths and linens, serving equipment and other staples.
We registered a domain name (www.goldenforkcorporation.comDirectors (the “Board”) and have started developing our website. After the completion of this offering wedoes not intend to completeseek stockholder approval for the developingissuance and sale of our website “common stock or preferred stock.

Common Stockwww.goldenforkcorporation.com.”   We believe that having

The following is a website would make it easier for us to become known to our potential customers. We intend to create a Facebook page for Golden Fork Corporation to promote our business. The costsummary of establishing a successful catering services business is estimated to be $25,000.

We also plan to execute the following with completion of this offering:
-  We will repay $1,129 that was advanced to us by our sole officer/director, Ms. Heyer.
-  We estimate that renting necessary kitchen equipment, including large and small appliances, pans and dishes, generally cost between $5,000 and $25,000.  We intend to keep our costs low at first by renting needed equipment.
-  If we raise the maximum amount of the offering, we intend to hire one additional employee to handle administrative duties.
-  We estimate our auditing and accounting fees to be $5,195 during the next twelve months.
-  We will allocate between $676 and $8,676 for additional unforeseen expenses which may arise as a result of initiating our operations.
The proceeds from the offering will allow us to operate for twelve months, whether the minimum or maximum amount is raised. We feel that catering is not affected by downturns in the economy. In good financial times or in hard financial times, we think there can always be a market for catering such as catered parties for rich clients, business lunchesmaterial terms and meetings, birthday parties, wedding receptions, etc. Our twelve month assumptions were determined by our sole director and officer, Ms. Heyer. These assumptions include filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan.
DETERMINATION OF OFFERING PRICE
The priceprovisions of the shares of common stock that are being offered hereby. This summary is subject to and qualified in its entirety by our Certificate of Incorporation, any certificates of designation for our preferred stock, and our Amended and Restated Bylaws (the “Bylaws”), as may be amended from time to time, which are filed as exhibits to the registration statement of which this prospectus forms a part.

Pursuant to our Certificate of Incorporation, the members of the Board are divided into three classes, designated Class I, Class II and Non-Classified. Class I or Class II directors shall be elected to hold office for a two-year term and until such directors’ respective successors shall be duly elected and qualified. Each member of the board of directors who is not assigned to either Class I or Class II, including such member’s respective successors shall be designated “Non-Classified Directors”, and shall, at each annual meeting of stockholders, be elected to serve for a term of one year and until such director’s successor shall be duly elected and qualified.

Our common stock is entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election.

Subject to preferences that may be applicable to any then-outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. At our Board’s discretion, we paid a quarterly cash dividend of $0.01 per share to holders of our common stock on each of February 28, 2019 and May 30, 2019. We are offering was arbitrarily determinedlimited in order forour ability to pay dividends by certain of our existing agreements. In particular, our debt agreements only permit us to raisepay a minimumquarterly cash dividend of $25,000one cent per share of common stock issued and a maximum ofoutstanding, provided, that such cash dividend does not exceed $100,000 in this offering. The offering price bearsthe aggregate per fiscal quarter. We may not pay such dividends if any events of default exist under our debt agreements.

In the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock. Holders of our common stock have no relationshippreemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our assets, earnings, book value or other criteriacommon stock. The rights, preferences and privileges of value. Among the factors we considered were:

•our lack of operating history;
•the proceeds to be raised by the offering;
•the amount of capital to be contributed by purchasers of this offering in proportion to the amount of stock to be retained by our existing stockholder; and,
•our relative cash requirements.

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DILUTION
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a resultholders of our arbitrary determinationcommon stock are subject to, and may be adversely affected by, the rights of the offering priceholders of shares of any series of our shares being offered. Dilution ofpreferred stock that are outstanding or that we may designate and issue in the value offuture.

Our common stock is listed on Nasdaq under the symbol “STAF.” The transfer agent and registrar for our shares you purchasecommon stock is also a result of the lower book value of our shares held by our existing stockholders.

Action Stock Transfer Corporation. The transfer agent’s address is 2469 East Fort Union Blvd., Suite 214, Salt Lake City, UT 84121.

As of May 31, 2010, the net tangible book valueDecember 16, 2022, we had 502 holders of record of our shares of common stock was a deficit of ($4,129)stock.

12

PLAN OF DISTRIBUTION

The selling stockholder, including its pledgees, donees, transferees, distributees, beneficiaries or approximately ($0.00) per share based upon 2,000,000 shares outstanding.

If 100% of the shares are sold:
Upon completion of this offering,other successors in the eventinterest may, from time to time, offer some or all of our shares are sold, the net tangible book value of the 4,000,000 shares to be outstanding will be $85,871 or approximately $0.021 per share. The net tangible book value of our shares held by our existing stockholder will be increased by $0.021 per share without any additional investment on their part. You will incur an immediate dilution from $0.05 per share to $0.021 per share.
After completion of this offering, if 2,000,000 shares are sold, investors will own 50% of the total number of outstanding shares for which they would have paid $100,000, or $0.05 per share. Our existing stockholders will own 50% of the total number of outstanding shares for which they have made cash contributions totaling $20.00 or approximately $0.00001 per share.
If 62.5% of the shares are sold:
Upon completion of this offering, in the event 62.5% of the shares are sold, the net tangible book value of the 3,250,000 shares then outstanding will be $48,371, or approximately $0.015 per share. The net tangible book value of our shares held by our existing stockholders will be increased by $0.015 per share without any additional investment on their part. You will incur an immediate dilution from $0.05 per share to $0.015 per share.
After completion of this offering, if 1,250,000 shares are sold, investors will own approximately 38% of the total number of outstanding shares for which they would have paid $62,500, or $0.05 per share. Our existing stockholders will own approximately 62% of the total number of outstanding shares for which they have made cash contributions totaling $20.00 or approximately $0.00001 per share.
If the minimum number of shares is sold:
Upon completion of this offering, in the event 25% or the minimum amount of shares are sold, the net tangible book value of the 2,500,000 shares to be outstanding will be $10,871, or approximately $0.004 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.004 per share without any additional investment on their part. You will incur an immediate dilution from $0.05 per share to $0.004 per share.
After completion of this offering, if 500,000 shares are sold, investors will own approximately 20% of the total number of outstanding shares for which they would have paid $25,000, or $0.05 per share. Our existing stockholders will own approximately 80% of the total number of outstanding shares for which they have made cash contributions totaling $20.00 or approximately $0.00001 per share.
The following table compares the differences of your investment in our shares with the investment of our existing stockholders.
Existing Stockholders if all of the Shares are sold:
     
Price per share $0.00001 
Net tangible book value per share before offering $(0.00)
Potential gain to existing shareholders $90,000 
Net tangible book value per share after offering $0.021 
Increase to present stockholders in net tangible book value per share after offering $0.021 
Capital contributions $20 
Number of shares outstanding before the offering  2,000,000 
Number of shares after offering assuming the sale of the maximum number of shares  4,000,000 
Existing stockholder percentage of ownership after offering  50%
Purchasers of Shares in this Offering if all Shares Sold
     
Price per share $0.05 
Dilution per share $0.029 
Capital contributions $100,000 
Number of shares after offering held by public investors  2,000,000 
Percentage of capital contributions by existing shareholders  0.02%
Percentage of capital contributions by new investors  99.98%
Investors percentage of ownership after offering  50%
Purchasers of Shares in this Offering if 62.5% of Shares Sold
     
Price per share $0.05 
Dilution per share $0.035 
Capital contributions $62,500 
Number of shares after offering held by public investors  1,250,000 
Percentage of capital contributions by existing shareholders  0.032%
Percentage of capital contributions by new investors  99.968%
Investor percentage of ownership after offering  38%
Purchasers of Shares in this Offering if 25% of Shares Sold
     
Price per share $0.05 
Dilution per share $0.046 
Capital contributions $25,000 
Percentage of capital contributions by existing shareholders  0.08%
Percentage of capital contributions by new investors  99.92%
Number of shares after offering held by public investors  500,000 
Investor percentage of ownership after offering  20%
9
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering up to 2,000,000 shares of common stock on a self-underwritten basis, 500,000 shares minimum and 2,000,000 shares maximum. The offering price is $0.05 per share. Funds fromcovered by this offering will be placed in a separate bank account.  The funds will be maintained in a separate bank account until we receive a minimum of $25,000 at which time we will remove those funds and use the same as set forth in the Use of Proceeds section of this Prospectus. This account is not an escrow, trust or similar account. Your subscription will only be deposited in a separate bank account under our name. As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding and you could lose your investment, even if we fail to raise the minimum amount in this offering. As a result, there is no assurance that your funds will be returned to you if the minimum offering is not reached. Any funds received by us thereafter will immediately used by us. If we do not receive the minimum amount of $25,000 within 270 days of the effective date of our registration statement, all funds will be promptly returned to you without a deduction of any kind. During the 270 day period, no funds will be returned to you. You will only receive a refund of your subscription if we do not raise a minimum of $25,000 within the 270 day period referred to above. There are no finders involved in our distribution. Officers, directors, affiliates or anyone involved in marketing our sharesprospectus. We will not be allowed to purchase shares in the offering. You will not have the right to withdraw your funds during the offering. You will only have the right to have your funds returned if we do not raise the minimum amount of the offering or if there is a material change in the terms of the offering. The following are material changes that would entitle you to a refund of your money:
•an extension of the offering period beyond 270 days;
•a change in the offering price;
•a change in the minimum sales requirement;
•a change to allow sales to affiliates in order to meet the minimum sales requirement; or
•a change in the amount of proceeds necessary to release the funds held in the separate bank account.
Ifreceive any of the above material changes occur, a new offering may be made by means of a post-effective amendment.
We will sell the shares in this offering through Ms. Heyer, our sole officer and director. She will receive no commissionproceeds from the sale of any shares. Shethe shares of common stock covered by this prospectus by the selling stockholder. However, we will not register as a broker-dealer under section 15receive proceeds from the exercise of the Securities Exchange ActWarrant if the Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes. We will bear all fees and expenses incident to our obligation to register the shares of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under whichour common stock covered by this prospectus.

The selling stockholder may sell all or a person associated with an issuer may participate in the offeringportion of the issuer’sshares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities and notexchange or quotation service on which the securities may be deemed to be a broker/dealer. The conditions are that:

1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act,listed or quoted at the time of her participation;sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and
2. The person is not compensated in connection with her participation by the payment of commissionsone or other remuneration based either directly or indirectly onmore transactions in securities;
3. The person is notat fixed prices, at prevailing market prices at the time of their participation, an associated personthe sale, at varying prices determined at the time of a broker/dealer; and,
4. sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions.

The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1selling stockholder may use any one or more of the Exchange Act, in that she (A) primarily performs, or is intended primarily to perform at the endfollowing methods when disposing of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve months; and (C) does not participate in selling and offering of securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

We hereby confirm that Ms. Heyer is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. She will continue to be our sole officer and director at the end of the offering and has not been, during the last twelve months a broker/dealer or associated with a broker/dealer. She will not participate in selling and offering securities for any issuer more than once every twelve months.
Only after our registration statement is declared effective by the Securities and Exchange Commission, do we intend to advertise, through tombstones, and hold investment meetings in various states where the offering will be registered. We will not utilize the Internet to advertise our offering. Ms. Heyer will also distribute the prospectus to potential investors at meetings, to business associates, and to friends and relatives who are interested in a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement.
Management and affiliates thereof will not purchase shares in this offering to reach the minimum. We intend to sell our common stock shares outside of the United States if possible.
Section 15(g) of the Exchange Act - Penny Stock Rules
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the OTC Bulletin Board system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which:

shares:

 ●
•contains a description ofordinary brokerage transactions and transactions in which the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;broker-dealer solicits purchasers;
   
 •●containsblock trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a descriptionportion of the broker’s or dealer’s dutiesblock as principal to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;
•
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
•contains a toll-free telephone number for inquiries on disciplinary actions;
•defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
•contains such other information and is in such form (including language, type, size, and format) as the Securities and Exchange Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:
•with bid and offer quotations for the penny stock;
•the compensation of the broker-dealer and its salesperson infacilitate the transaction;
   
 •●

purchases by a broker-dealer as principal and resale by the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marketbroker-dealer for such stock; andits account;

●an over-the-counter distribution;
   
 •●monthly account statements showingan exchange distribution in accordance with the market valuerules of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our securities because it will be subject to these penny stock rules. Therefore, security holders may have difficulty selling those securities.
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Regulation M
Our sole officer and director, who will promote the shares, is aware that she is required to comply with the provisions of Regulation M, promulgated under the Securities and Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes officers and/or directors, sales agents, any broker-dealers or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
Offering Period and Expiration Date
This offering will start on the date that this registration statement is declared effective by the Securities and Exchange Commission and continue for a period of 270 days, or sooner if the offering is completed or otherwise terminated by us.
We will not accept any money until this registration statement is declared effective by the Securities and Exchange Commission.
Procedures for Subscribing
We will not accept any money until this registration statement is declared effective by the Securities and Exchange Commission. Once the registration statement is declared effective by the Securities and Exchange Commission, if you decide to subscribe for any shares in this offering, you must:
1. Execute and deliver a subscription agreement, a copy of which is included with the prospectus; and
2. Deliver a check, wire transfer, bank draft or money order to the Company for acceptance or rejection.
All checks for subscriptions must be made payable to “GOLDEN FORK CORPORATION”.
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
DESCRIPTION OF CAPITAL STOCK
Common Stock
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.00001 per share. The rights of holders of our common stock are as follow:
applicable exchange;
•have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
•are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
•do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
•are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
All shares of common stock now outstanding are fully paid and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of our shares of common stock, present stockholders will own approximately 50% of our outstanding shares.
Cash dividends
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position and our general economic condition. It is our intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Preferred stock
We do not have a class of preferred stock.
Anti-takeover provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.
11

INTERESTS OF NAMED EXPERTS AND COUNSEL
Our financial statements for the period from inception to May 31. 2010, included in this prospectus have been audited by M&K CPAS, PLLC, of 13831 Northwest Freeway, Suite 575 Houston, TX 77040, telephone number 832-242-9950. Their report is given upon their authority as experts in accounting and auditing. M&K CPAS, PLLC does not own any interest in us.
JPF Securities, LLC passed upon the validity of the issuance of the common shares to be sold by the selling security holders under this prospectus. JPF Securities, LLC does not own any interest in us.

DESCRIPTION OF BUSINESS
General
On December 22, 2009, we incorporated the Company in the State of Nevada and established a fiscal year end of May 31. The objective of this corporation is to enter into the catering services industry and to become a recognized leader in our targeted market for onsite food preparation and catering services.
We have yet to generate any revenues and our operations to date include development of a business plan and creation of our website, www.goldenforkcorporation.com. Our business office is located at 8 Hermitage Way, Meadowridge, Constantia, 7806 Western Cape, RSA. Our telephone number is +27820605069. This office is owned by our sole director and officer, Ms. Heyer. We have paid rent of $1,500 to Ms. Heyer since Inception.
We have no plans to change our business operations or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change. We have yet to begin full operations and plan to fully implement our business plan once this offering is complete. Our plan of operation is forward looking and there is no assurance that we will ever begin operations.
We have conducted a brief market research into the likelihood of success of our operations or the acceptance of our product or services by the public.  Our research has shown that personal chef and catering services are in a great demand within our target market.  According to Entrepreneur Magazine, the personal chef business is among the fastest-growing businesses.  The annual revenues from the personal chef business are expected to reach $1.2 billion by 2010 as cited in Entrepreneur Magazine.  Our research has shown that catering is not affected by downturns in the economy. In good financial times or in hard financial times, there seems to be a market for catering such as catered parties for rich clients, business lunches and meetings, birthday parties, wedding receptions, etc.
Our Strategy
Golden Fork Corporation is located in South Africa. We will provide catering services to customers in our target market. The Company was founded in 2009 by Ms. Heyer.  The primary focus of the Golden Fork’s operations will be onsite food preparation and catering services for large events, corporate parties, weddings, bar/bat mitzvahs, and other life milestone parties. We also intend to provide personal chef services.  Ms. Heyer will serve as the executive chef of the business, and she will provide all recipes for catered products. The focus of catered products will feature a South African/European theme.
Target Market
As stated above, Golden Fork will primarily be engaged in preparing food for large events at banquet halls and other venues. As of this filing, we are developing relationships with several event planners, banquet halls, and other venues in hopes that our company can become their preferred provider of catering services.
Regulatory Requirements
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the catering industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our services, which are generally applicable to business operations, such as business licensing and permits requirements complied with the local Health Department, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.
Marketing
Below is an overview of our marketing strategies and objectives.
Marketing Objectives
·  Establish relationships with event planners within our target market
·  Develop an online presence by developing our website and placing the Company’s name and contact information in online directories.
·  Implement a local marketing campaign within our target market via the use of flyers, local newspaper advertisements, and word of mouth.
Marketing Strategies
We intend on using a number of marketing strategies that will allow the catering business to easily target potential customer who are hosting events. These strategies include traditional print advertisements and ads placed on search engines on the Internet.  We will also use an internet based marketing strategy. We feel that potential customers will seek local services, such as caterers, using the Internet. We will register with online portals so that potential customers can easily contact the business. We will maintain a sizable amount of print and traditional advertising methods within local markets to promote our services. We also hope to partner with event planners and build more business based on referrals.
12
Revenue
We intend to generate revenues by charging a fee for our catering services. Initially our fee structure will be as follows:
1.Fixed Fee - we will charge a fixed fee for the set menu catering services
   
 2.●Hourly Fee – we will charge a set hourly fee for the catering of bigger eventsprivately negotiated transactions;
   
 3.●The Company will holdshort sales effected after the effective date of the registration statement of which this prospectus is a 25% deposit for food purchases

Once we begin full operations and are able to attract clients, Ms. Heyer plans to devote more time to our operations. She is not being paid at present.
There are no employment agreements in existence. The Company presently does not have a pension plan, health insurance, stock options, a profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Our sole officer and director will be responsible for the initial servicing. Once the Company begins its operations, we may hire addition help if needed.

Sources and Availability of Raw Materials
We intend to purchase our raw materials at local markets, including fresh fruits and vegetables, meat, fish, herbs, etc.  We intend to purchase our wine selections from the local winemakers.

Dependence on One or A Few Customers

As of this filing, we do not have any clients.

Employees; Identification of Certain Significant Employees
We are a development stage company and currently have no employees other than our sole officer and director. We hope to hire an additional employee, if applicable.
DESCRIPTION OF PROPERTY
Our sole office is currently located at 8 Hermitage Way, Meadowridge Constantia, 7806 Western Cape, RSA.  Our telephone number is +27820605069.  We pay rent of $250 per month. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a location for a new office. We do not own or lease any other property.
LEGAL PROCEEDINGS
We are not a party to any pending litigation and none is contemplated or threatened.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common shares are not currently quoted on any exchange.
Holders
We have 1 record holder of our common stock as of August 24, 2010.
Dividend Policy
We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.
Equity Compensation Plan and Stock Option Plan Information
The Company, at the current time, has no stock option plan or any equity compensation plans
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a development stage corporation and have not started operations and have not yet generated or realized any revenues.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and begin implementing and marketing our catering services to our target markets. We believe the technical aspects of our website will be sufficiently developed to use for our operations within 90 days from the completion of our offering. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our Company. We must raise cash to implement our project and begin our operations. Whether we raise the minimum or maximum amount of money in this offering, it will last twelve months. The difference between the minimum and maximum amount relates to the website development, marketing and advertising, equipment and office furniture, and hiring one employee. In each case, if we raise the maximum amount, we will devote more funds to the same operations in order to enhance the quality of the website and promote our business plan to potential customers. We will not begin operations until we raise money from this offering.
We have only one officer and director. She is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, she will be responsible for the administration of the controls. Should she not have sufficient experience, she may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.
13
Plan of Operation
Assuming we raise the minimum amount in this offering, we believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase any significant equipment. Further we do not expect significant changes in the number of employees.
Upon completion of our public offering, our goal is to commence our operations. We intend to accomplish the foregoing through the following milestones:
1.           Complete our public offering. We believe that we will raise sufficient capital to begin our operations, and we believe that this could take up to 270 days from the date the Securities and Exchange Commission declares our offering effective. We will not begin operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period.
 2.           We are developing our website by registering a domain name: www.goldenforkcorporation.com. After completion of the offering, we will immediately complete developing our website. Completion will include menus and other offers to our potential customers. We believe that our website will be fully operational within less than 30 days and that it will cost between $1,000 and $2,000 to complete developing our website.
3.           After our website is fully developed, we intend to begin to market our business to potential customers or investors through our website and by personal contacts through Ms. Heyer.  We have started marketing our services by building our website and plan to promote Golden Fork on Facebook.  We hope to develop an online presence by placing the Company’s name and contact information through online directories.
 Within 120 days after we complete our public offering, we will position ourselves to begin our catering services immediately.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, our business plan will be reevaluated.
Limited operating history; need for additional capital.
There is no historical financial information to base an evaluation of our performance. We are in development stage operations and have yet to generate revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain the capital required to implement our business plan. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.
Results of operations
From Inception on December 22, 2009 to May 31, 2010
Since inception, we have been proactive by hiring an attorney and an auditor for the preparation of our registration statement on Form S-1. We have also prepared and implemented an internal business plan. In addition, we reserved the domain name “www.goldenforkcorporation.com.” Our loss since inception is $7,129 of which $1,500 is for rent, $1,500 is for consulting services, $1,129 is for general and administrative, and $3,000 is for legal and accounting. Once we have completed this offering, we will begin to implement our business plan fully. We expect to begin operations within 100 days after we complete this offering.
Since inception, we have issued 2,000,000 founder shares of common stock to our sole officer and director, Ms. Heyer.
Liquidity and capital resources
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to begin operations. If we are unable to successfully attract customers and we deplete the proceeds of this offering, then we will need to find alternative sources of income, for instance, a second public offering, a private placement of securities, or loans from our officers or third parties in order for us to continue our operations. At present, we have not made any arrangements to raise additional capital, other than through this offering.
Our sole officer and director is willing to loan us money for our operations until this offering has been completed or until the offering period has expired. If we need additional capital and cannot raise it, then we will either suspend operations until additional capital is raised or cease operations entirely.
As of the date of this prospectus, we have yet to generate any revenues from our business operations.
We issued 2,000,000 shares of common stock (founder shares to Ms. Heyer) pursuant to an exemption from registration contained in Regulation S of the General Rules and Regulations promulgated under the Securities Act of 1933. This was accounted for as a sale of common stock.
As of May 31, 2010, our total assets were $0 and our total liabilities were $4,129.
14
CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended May 31, 2010.
MANAGEMENT
Officers and Directors
Our sole officer is elected by the board of directors to a term of one year and serves until a successor is duly elected and qualified, or until she is removed from office. Our board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our sole officer and director is set forth below:
Name and AddressAgePositionspart;
   
Alida Heyer
8 Hermitage Way, Meadowridge
Constantia, 7806 Western Cape, RSA
55●President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer, andthrough the sole memberwriting or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
●broker-dealers may agree with the Boardselling stockholder to sell a specified number of Directorssuch shares at a stipulated price per share;
●a combination of any such methods of sale; or
●any other method permitted pursuant to applicable law.
Ms. Heyer has held her offices/positions since

The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the inceptionshares of common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of the selling stockholder to include the selling stockholder’s pledgee, transferee, or other successors in interest as selling stockholder under this prospectus. The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of shares of our Companycommon stock, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholder may also sell shares of our common stock short and deliver these shares to close out its short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these shares. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Broker-dealers engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholder effects certain transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with applicable FINRA rules; and in the case of a principal transaction a markup or markdown in compliance with applicable FINRA rules.

The aggregate proceeds to the selling stockholder from the sale of the common stock offered by it will be the purchase price of the common stock less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.

The selling stockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The selling stockholder is subject to the prospectus delivery requirements of the Securities Act.

To the extent required pursuant to Rule 424(b) under the Securities Act, the shares of our common stock to be sold, the name of the selling stockholder, the purchase price and public offering price, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states, the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is expectedcomplied with.

The selling stockholder and any other person participating in a sale of the common stock registered under this prospectus will be subject to hold her offices/positions untilapplicable provisions of the next annual meetingExchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of our stockholders.

Biographythe Exchange Act, which may limit the timing of Alida Heyer
Alida Heyer - President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officerpurchases and our sole director.
Since December 22, 2009, Ms. Heyer hassales of any of the shares of common stock by the selling stockholder and any other participating person. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon by Haynes and Boone, LLP, New York, New York.

EXPERTS

The financial statements as of January 1, 2022 and January 2, 2021 and for each of the two years in the period ended January 1, 2022 incorporated by reference in this prospectus have been our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officerso incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and sole member of our Board of Directors.  From 2007accounting. The report on the financial statements contains an explanatory paragraph regarding the Company’s ability to 2010, Ms. Heyer was a Corporate Sales and Marketing Executive at Market Group – Lexus, in Cape Town City, at 73 Hertzog Boulevard, Cape Town 8001 RSA.  From 2001 to 2007, Ms. Heyer was a Corporate Sales and Marketing Executive at Helderberg Toyota, located on Main Road, Strand Western Cape, RSA.  Ms. Heyer has over 10 years of experiencecontinue as a personal chef; cooking is Ms. Heyer’s passion and a long time hobby.  Through her expertise, she will be able to contributegoing concern.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the operationsinformational requirements of the business. Ms. Heyer is not an officer or director of anyExchange Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other reporting company.

Audit Committee Financial Expert
information with the SEC. The functionsSEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the Audit CommitteeSEC’s website is www.sec.gov.

We make available free of charge on or through our website at www.staffing360solutions.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC.

We have filed with the SEC a registration statement under the Securities Act, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are currently carried out by our Board of Directors. We do not have an audit committee financial expertalso available on our Board of Directors. The Board of Directors has determined thatwebsite, www.staffing360solutions.com.

We have not incorporated by reference into this prospectus the cost of hiring a financial expert to act as a directorinformation on our website, and you should not consider it to be a memberpart of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the Audit Committeeinformation we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections l3(a), l3(c), 14 or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

Conflicts of Interest
Ms. Heyer devotes approximately 30 hours per week to our business operations. Ms. Heyer’s devotion to other personal projects could curtail our business operations. We have no provisions for handling conflicts of interest should they arise in the future; however, Ms. Heyer has agreed not to engage in any business operation which conflicts with our operations. Ms. Heyer also paid rent for the Company’s office space located at 8 Hermitage Way, Meadowridge, Constantia, 7806 Western Cape, RSA. Since Inception, she has paid $1,500 in rent..
Compliance With Section 16 (a)l5(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering:

●Our Annual Report on Form 10-K for the year ended January 1, 2022, filed with the SEC on June 24, 2022;
●

Our Quarterly Report on Form 10-Q for the quarter ended April 2, 2022, filed with the SEC on July 14, 2022;

●Our Quarterly Report on Form 10-Q for the quarter ended October 1, 2022, filed with the SEC on November 21, 2022;
●

Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 1, 2022;

●The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on September 28, 2015, as amended and supplemented by the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended January 1, 2022, filed with the SEC on June 24, 2022, including any amendment or reports filed for the purpose of updating such description; and
●Our Current Reports on Form 8-K, filed with the SEC on January 28, 2022, March 1, 2022, April 14, 2022, April 20, 2022, April 22, 2022, May 4, 2022, May 19, 2022 (as amended by Form 8-K/A filed on May 20, 2022), May 24, 2022, May 26, 2022, June 23, 2022, July 7, 2022, July 19, 2022, August 31, 2022, September 30, 2022, October 18, 2022, October 25, 2022, November 2, 2022 and November 8, 2022.

All filings filed by us pursuant to the Exchange Act after the date of the initial filing of this registration statement and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into the prospectus.

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at:

Staffing 360 Solutions, Inc.

Attn: Corporate Secretary

757 Third Avenue, 27th Floor

New York, New York 10017

(646) 507-5710

You may also access the documents incorporated by reference in this prospectus through our website at www.staffing360solutions.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

124,332 Shares

Not applicable.

EXECUTIVE COMPENSATION

COMMON STOCK

PROSPECTUS

PART II:

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the compensation since inception on December 22, 2009 through August 24, 2010, to our sole officervarious costs and director. This information includesexpenses payable by us in connection with the dollar valuesale of base salaries, bonus awardsthe securities being registered. All such costs and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table
                     
      Long-Term Compensation Payouts
    Annual Compensation 
Awards
Securities
  
Names
Executive
Officer and
Principal
Position
 Year 
Salary
(US$)
 
Bonus
(US$)
 
Other
Annual
Compensation
(US$)
 
Under
Options/
SARs
Granted
(#)
 
Restricted
Shares or
Restricted
Share/Units
(US$)
 
LTIP
Payouts
(US$)
 
Other
Annual
Compensation
(US$)
                     
Alida Heyer  2009 0  0 0  0 0  0 0
President,  2010 0  0 0  0 0  0 0
Secretary Treasurer,                    
Director                    
                     
We do not have any employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin to attain profitable operations. The compensation discussed herein addresses all compensation awarded to, earnedexpenses shall be borne by or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plansus. Except for the benefitSEC registration fee, all the amounts shown are estimates.

SEC registration fee $

40.42

 
Printing fees and expenses  — 
Legal fees and expenses  40,000.00 
Accounting fees and expenses  50,000.00 
Miscellaneous fees and expenses  — 
    
Total $90,040.42 

Item 14. Indemnification of our sole officerDirectors and director other than as described herein.

Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Compensation of Directors
Officers

Our sole director does not receive any compensation for serving as a member of our board of directors.

Indemnification
Under our ArticlesCertificate of Incorporation and Bylaws provide that we maywill indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of their position, if they acted in good faithour directors, officers, employees and in a manner reasonably believed to be in the Company’s best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which they are to be indemnified, we must indemnify them against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to beagents to the fullest extent and in the manner permitted by the lawsprovisions of the General Corporation Law of the State of Nevada.
RegardingDelaware, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, for liabilities arising under the Securities Act of 1933, whichas may be permitted to directorsset forth in any stockholders’ or officers under Nevada law, we are informed that, in the opiniondirectors’ resolution or by contract. Any repeal or modification of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficiallythese provisions approved by our directors, officersstockholders will be prospective only and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects their ownership assuming the sale of all of the shares in this offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
              
              
Name and Address
Beneficial Owner [1]
 
Number of
Shares
Before the
Offering
 
Percentage of
Ownership
Before the
Offering
 
Number of Shares
After Offering
Assuming all of
the Shares are
Sold
 
Percentage of
Ownership After
the Offering
Assuming all of the
Shares are Sold
 
              
Alida Heyer  2,000,000  100.00% 4,000,000  50%
8 Hermitage Way, Meadowridge
Constantia, 7806 Western Cape, RSA
 
             
  
[1]The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of her direct stock holdings. Ms. Heyer is the only “promoter” of our company.
Future sales by existing stockholders
A total of 2,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the General Rules and Regulations promulgated under the Securities Act of 1933. Under Rule 144, since Ms. Heyer is an affiliate as defined in that rule, the shares can be publicly sold, subject to volume restrictions and restrictionswill not adversely affect any limitation on the mannerliability of sale, commencing one year after their acquisition.
Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record of our common stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 2009, we issued a total of 2,000,000 shares of restricted common stock to Alida Heyer, our sole officer and director, as founder’s shares. These shares represent 100% of our issued and outstanding shares. Further, Ms. Heyer has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of May 31, 2010, Ms. Heyer has advanced a total of $1,129. Ms. Heyer will be repaid from the proceeds of this offering. There are no due dates for the repayment of the funds advanced by Ms. Heyer. The obligation to Ms. Heyer does not bear any interest. There are no written agreements evidencing the advancement of funds by Ms. Heyer or the repayment of the funds. The entire transaction was an oral agreement.
Ms. Heyer also paid  rent for the Company’s office space located at 8 Hermitage Way, Meadowridge, Constantia, 7806 Western Cape, RSA. Since Inception, she has paid $1,500 in rent.

 DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
The Company will indemnify to the fullest extent permitted by Chapter 78officers existing as of the Nevada Revised Statutes, as in effect at the time of the determination, any currentsuch repeal or former director or officermodification.

Sections 145 and 102(b)(7) of the Company who was or isGeneral Corporation Law of the State of Delaware provide that a party or is threatened to becorporation may indemnify any person made a party to any proceeding (other than a proceeding by or in the right of the Company to procure a judgment in its favor)an action by reason of the fact that the person ishe or she was a director, executive officer, employee or agent of the Company,corporation or anyis or was serving at the request of its subsidiaries,a corporation against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the directorhim or officerher in connection with such proceedingaction if the directorhe or officershe acted in good faith and in a manner the directorhe or officershe reasonably believed wasto be in, or not opposed to, the best interests of the Company,corporation and, with respect to any criminal action or proceeding, the director or officer, in addition, had no reasonable cause to believe that the director’shis or officer’sher conduct was unlawful; provided, however,unlawful, except that, in the Company will notcase of an action by or in right of the corporation, no indemnification may generally be requiredmade in respect of any claim as to indemnifywhich such person is adjudged to be liable to the corporation.

We have purchased and currently intend to maintain insurance on behalf of each and any person who is or was our director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in connectionany such capacity, subject to certain exclusions.

See also the undertakings set out in response to Item 17 herein.

Item 15. Recent Sales of Unregistered Securities.

The following is a summary of all securities that we have sold during the last three years without registration under the Securities Act:

During the period December 29, 2018 through December 29, 2019, we issued 100 shares of common stock to Greenridge Global, LLC (“Greenridge”) for investor relations advisory services and institutional introductions.

During the period December 30, 2019 through January 2, 2021, we issued 250 shares of common stock, with any proceeding (or part thereof): (i) initiated by such person or any proceeding by such person againstan aggregate value of approximately $180,000, to Greenridge in return for investor relations advisory services. The shares were issued in reliance upon an exemption pursuant to Section 4(a)(2) of the Company or its directors, officers, employees or other agents, or (ii) charging improper personal benefitSecurities Act.

II-1

On December 29, 2020, we sold an aggregate of 80,278 shares of common stock in an underwritten public offering (“the December 2020 Public Offering”), at an offering price to the director or officerpublic of $36.00 per share. Wainwright acted as the sole book-running manager for the December 2020 Public Offering. As partial compensation for Wainwright’s services as underwriter in which the director or officer is adjudged liableDecember 2020 Public Offering, we issued to Wainwright’s designees warrants to purchase 6,021 shares of common stock (the “December 2020 Wainwright Warrants”). The December 2020 Wainwright Warrants have a term of five (5) years from the commencement of sales under the offering and an exercise price of $45.00 per share (equal to 125% of the public offering price per share). The December 2020 Wainwright Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act.

On December 31, 2020, we sold an aggregate of 44,377 shares of common stock in a registered direct offering (the “December 2020 Registered Direct Offering”), at an offering price of $39.30 per share. Wainwright acted as the placement agent for the December 2020 Registered Direct Offering. As partial compensation for Wainwright’s services as placement agent in the December 2020 Registered Direct Offering, we issued to Wainwright’s designees warrants to purchase up to 3,327 shares of common stock (the “December 2020 Registered Direct Wainwright Warrants”). The December 2020 Registered Direct Wainwright Warrants have a term of five (5) years from the commencement of sales under the offering and an exercise price of $49.128 per share (equal to 125% of the offering price per share). The December 2020 Registered Direct Wainwright Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act.

On February 9, 2021, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of 347,520 shares of common stock at a price of $54.00 per share and pre-funded warrants to purchase up to an aggregate of 16,735 shares of common stock, at an exercise price of $53.994 per share. As partial compensation for Wainwright’s services as placement agent in the February 2021 Offering, we issued to Wainwright’s designees warrants to purchase up to 18,213 shares of common stock (the “February 2021 Wainwright Warrants”). The February 2021 Wainwright Warrants have a term of five (5) years from the commencement of sales under the offering and an exercise price of $67.50 per share (equal to 125% of the offering price per share). The February 2021 Wainwright Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act.

On April 21, 2021, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale in a private placement (the “April 2021 Private Placement”) of 4,697.6328 shares of Series F Convertible Preferred Stock at a price of $1,000 per share and warrants to purchase up to an aggregate of 130,490 shares of common stock, at an exercise price of $36.00 per share (the “April 2021 Warrants”). The April 2021 Warrants became exercisable six months following the closing of the April 2021 Private Placement and have a term of five (5) years following such date. As partial compensation for Wainwright’s services as placement agent in the offering, we issued to Wainwright’s designees warrants to purchase up to 9,787 shares of common stock (the “April 2021 Wainwright Warrants”). The April 2021 Wainwright Warrants are exercisable six months following the closing of the April 2021 Private Placement, have an exercise price of $45.00 per share and expire five years from the initial exercise date. The shares of Series F Convertible Preferred Stock, the April 2021 Warrants and the April 2021 Wainwright Warrants were issued in reliance on the basis that personal benefit was improperly received by the director or officer unless and only to the extent that the court conducting such proceeding or any other court of competent jurisdiction determines upon application that, despite the adjudication of liability, the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, unless: (A) such indemnification is expressly required to be made by law; (B) the proceeding was authorized by the Board of Directors of the Company; or (C) such indemnification isexemptions from registration provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Company under Title 7 of the  Nevada Revised Statutes pertaining to Chapter 78 of the Nevada Revised Statutes. The rights of indemnification provided in this paragraph will be in addition to any rights to which any such person may otherwise be entitled under any certificate or articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of stockholders or Board of Directors, or otherwise, which exists at or subsequent to the time such person incurs or becomes subject to such liability and expense.


Insofar as indemnification for liabilities arisingSection 4(a)(2) under the Securities Act may be permittedand Regulation D promulgated thereunder.

On May 6, 2021, we issued 6,172 shares of Series G Preferred Stock and 1,493 shares of Series G-1 Preferred Stock to directors, officers or persons controlling us pursuant toJackson in connection with our entry into the foregoing provisions, we have been informed that,Exchange Agreement, dated May 6, 2021, with Jackson. Such issuances were undertaken in reliance upon the opinion ofexemption from the Securities and Exchange Commission, such indemnification is against public policy as expressedregistration requirements in Section 4(a)(2) under the Securities Act and is therefore unenforceable. InRegulation D promulgated thereunder. Under the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling personterms of the registrantSeries G Certificate of Designation, we were required to issue shares of Series G-1 Preferred Stock from time to time as dividends. From the date of issuance of the Series G Preferred Stock until July 21, 2021 (on which date we exchanged all outstanding shares of Series G Preferred Stock and Series G-1 Preferred Stock for senior indebtedness by entering into a new 12% Senior Secured Note, in aggregate principal amount of $7,733,000 (the “New Note”), which amount represented all of the successful defenseoutstanding Series G Preferred Stock and Series G-1 Preferred Stock of any action, suit or proceeding) is assertedthe Company held by such director, officer or controlling personJackson as of July 21, 2021), we were obligated to issue 68 shares of Series G-1 Preferred Stock as dividends. The shares of Series G-1 Preferred Stock were issued in connection withreliance upon the securities being registered, we will, unlessexemption from the registration requirements in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby inSection 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

II-2

On July 20, 2021, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 219,913 shares of common stock at a price of $34.50 per share and warrants to purchase up to an aggregate of 109,957 shares of common stock, at an exercise price of $38.00 per share (the “July 2021 Warrants”). The July 2021 Warrants are exercisable immediately upon issuance and will be governed byexpire five years following the final adjudicationdate that the July 2021 Warrants first become exercisable. As partial compensation for Wainwright’s services as placement agent in the offering, we issued to Wainwright’s designees warrants to purchase up to 16,494 shares of such issue.


16
WHERE YOU CAN FIND MORE INFORMATION
Wecommon stock (the “July 2021 Wainwright Warrants”). The July 2021 Wainwright Warrants have filed witha term of five (5) years from the Commission a registration statement on Form S-1commencement of sales under the 1933 Act with respectJuly 2021 Offerings and an exercise price of $43.125 per share (equal to the securities offered by this prospectus. This prospectus, which forms a part125% of the offering price per share). The July 2021 Warrants and the July 2021 Wainwright Warrants were issued in reliance upon the exemption from the registration statement, does not containrequirements in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

As described above, on July 21, 2021, we entered into the New Note, in aggregate principal amount of $7,733,000, which amount represented all of the information set forthoutstanding Series G Convertible Preferred Stock and Series G-1 Convertible Preferred Stock held by Jackson as of July 21, 2021.

On August 5, 2021, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 138,316 shares of common stock at a price of $26.425 per share and warrants to purchase up to an aggregate of 69,158 shares of common stock, at an exercise price of $25.80 per share (the “First August 2021 Warrants”). The First August 2021 Warrants are immediately upon issuance and will expire five years following the date that the First August 2021 Warrants first become exercisable. As partial compensation for Wainwright’s services as placement agent in the registration statement, as permitted byoffering, we issued to Wainwright’s designees warrants to purchase up to 10,374 shares of common stock (the “First August 2021 Wainwright Warrants”). The First August 2021 Wainwright Warrants have a term of five (5) years from the rulescommencement of sales under the First August 2021 Offerings and regulationsan exercise price of $30.31 per share (equal to 125% of the Commission. For further information with respect to usoffering price per share). The First August 2021 Warrants and the securities offered by this prospectus, reference is made toFirst August 2021 Wainwright Warrants were issued in reliance upon the exemption from the registration statement. Statements containedrequirements in this prospectusSection 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

On August 22, 2021, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 136,048 shares of common stock at a price of $21.00 per share and warrants to purchase up to an aggregate of 68,024 shares of common stock at an exercise price of $20.40 per share (the “Second August 2021 Warrants”). The Second August 2021 Warrants are exercisable immediately upon issuance and will expire five years following the date that the Second August 2021 Warrants first become exercisable. As partial compensation for Wainwright’s services as placement agent in the offering, we issued to Wainwright’s designees warrants to purchase up to 10,201 shares of common stock (the “Second August 2021 Wainwright Warrants”). The Second August 2021 Wainwright Warrants have a term of five (5) years from the contentscommencement of any contract or other document that we have filed assales under the Second August 2021 Offerings and an exhibitexercise price of $26.25 per share (equal to 125% of the offering price per share). The Second August 2021 Warrants and the Second August 2021 Wainwright Warrants were issued in reliance upon the exemption from the registration statement are qualifiedrequirements in their entirety by referenceSection 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

During the period January 3, 2021 through August 27, 2021, we issued 167 shares of common stock, with an aggregate value of approximately $30,672.80, to theGreenridge in return for investor relations advisory services (the “Greenridge Shares”). The Greenridge Shares were issued in reliance upon an exemption pursuant to the exhibits for a complete statement of their terms and conditions. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 The public may obtain information on the operationSection 4(a)(2) of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintainsSecurities Act.

On October 28, 2021, we entered into a web site at http://www.sec.gov that contains reports, proxysecurities purchase agreement with certain institutional and information statements, and other information regarding issuers that file electronically with the Commission.

 TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, Golden Fork will act as their own transfer agent.
FINANCIAL STATEMENTS
Our fiscal year end is May 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by M&K CPAS, PLLC of 13831 Northwest Freeway, Suite 575 Houston, TX 77040, telephone number 832-242-9950.
FINANCIAL STATEMENTS

Golden Fork Corporation
May 31, 2010

                                                                             Index

Balance Sheet                                                                     F-17

Statement of Operations                                                   F-18

Statement of Cash Flows                                                  F-19

Statement of Changes in Stockholders’ Deficit             F-20

Notes to the Financial Statements                                   F-21
17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Golden Fork Corporation
(A Development Stage Company)


We have audited the accompanying balance sheet of Golden Fork Corporation (a development stage company) as of May 31, 2010 and the related statements of operations, changes in stockholders’ deficit, and cash flowsaccredited investors for the period from December 22, 2009 (inception) through May 31, 2010.  These financial statementsissuance and sale of 468,355 shares of common stock (or pre-funded warrants) and warrants to purchase up to an aggregate of 468,355 shares of common stock (the “November 2021 Warrants”) at a combined purchase price of $19.75 per share of common stock (or pre-funded warrant) and associated warrant. The pre-funded warrants (the “November 2021 Pre-Funded Warrants”) are the responsibilityexercisable at a price of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements$0.00001 per share, 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 audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Fork Corporation as of May 31, 2010, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com
Houston, Texas
August 30, 2010

18
Golden Fork Corporation
(A Development Stage Company)
Balance Sheet
May 31, 2010


  May 31, 2010 
    
ASSETS   
    
Current Assets   
    
Cash $- 
     
Total Assets $- 
     
     
LIABILITIES AND STOCKHOLDERS’ DEFICIT    
     
Current Liabilities    
     
Accounts Payable and Accrued Liabilities $3,000 
Due to Directors  1,129 
   4,129 
Stockholders’ Deficit    
     
Common Stock, 75,000,000 shares authorized, par value 0.00001, 2,000,000 shares
issued and outstanding
  20 
Additional paid-in capital
  2,980 
     
Net Loss  (7,129)
     
Total Stockholders’ Deficit  (4,129)
     
Total Liabilities and Stockholders’ Deficit $- 

(The Accompanying Notes are an Integral Part of These Financial Statements)
19
Golden Fork Corporation
(A Development Stage Company)
Statement of Operations
For the Period Ended May 31, 2010
    
  
December 22, 2009 (inception) to May 31, 2010
 
    
    
Operating Expenses   
    
Consulting services $1,500 
General and administrative  1,129 
Rent  1,500 
Legal and accounting  3,000 
     
Total Expenses  7,129 
     
Net Loss $(7,129)
     
     
Net Loss Per Common Share – Basic and Diluted $(0.00)
     
     
Weighted Average Number of Common Shares Outstanding  2,000,000 
     

(The Accompanying Notes are an Integral Part of These Financial Statements)
20
Golden Fork Corporation
(A Development Stage Company)
Statement of Cash Flows
For the Period Ended May 31, 2010


    
  
December 22, 2009 (inception) to May 31, 2010
 
    
    
Operating Activities   
    
Net loss $(7,129)
     
Adjustments to reconcile net loss to cash used in operating activities:    
Donated services and rent expenses  3,000 
Changes in operating assets and liabilities:    
Accounts payable and accrued liabilities  4,129 
     
     
Net Cash used in Operating Activities  - 
     
Financing Activities    
     
Proceeds from the sale of common stock  - 
Borrowings on Debt – Related Party  - 
     
Net Cash Provided by Financing Activities  - 
     
Increase (Decrease) in Cash  - 
     
Cash - Beginning of Period  - 
     
Cash - End of Period $- 
     
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for :
    
        Interest $- 
        Income taxes $- 
     
Non-cash activities:    
    Expenses paid for by Director  $1,129 
    Issuance of founders’ shares     
  $20 
(The Accompanying Notes are an Integral Part of These Financial Statements)
21
Golden Fork Corporation
(A Development Stage Company)
Statement of Changes in Stockholders’ Deficit
For the Period Ended May 31, 2010
             
             
     Additional       
  Common Stock  Paid-in  Deficit    
  Shares  Amount  Capital  Accumulated  Total 
                
                
Balance at December 22, 2009
 
  -  $-  $-  $-  $- 
 
Issuance of common stock to founders
 
 
  2,000,000   20   (20)  -   - 
Donated services  -   -   3,000   -   3,000 
Net loss  -   -   -   (7,129)  (7,129)
Balances at  May 31, 2010  2,000,000  $20  $2,980  $(7,129) $(4,129)
(The Accompanying Notes are an Integral Part of These Financial Statements)

22

Golden Fork Corporation
(A Development Stage Company)
Notes to the Financial Statements

NOTE 1 – NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY
GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies Golden Fork Corporation will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Golden Fork Corporation be unable to continue as a going concern.  As at May 31, 2010 Golden Fork Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $7,129 since inception.  The continuation of Golden Fork Corporation as a going concern is dependentexercisable immediately upon the continued financial support from its shareholders, the ability of Golden Fork Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the Golden Fork Corporation’ ability to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States,issuance and are expressedexercisable until the November 2021 Pre-Funded Warrants are exercised in U.S. dollars.full. The Company’s fiscal year-end is May 31.

USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimatesNovember 2021 Warrants are exercisable immediately upon issuance and assumptions that affect the reported amounts of assets and liabilities atwill expire five years following the date of the financial statements and the reported amounts of net revenue and expensesissuance. As partial compensation for Wainwright’s services as placement agent in the reporting period. We regularly evaluate our estimates and assumptions relatedoffering, we issued to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believeWainwright’s designees warrants to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired,purchase up to be cash equivalents.  We had no cash equivalents at May 31, 2010.

DEVELOPMENT STAGE ENTITY – The Company complies with FASB guidelines for its description as a development stage company.

INCOME TAXES -The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact35,127 shares of common stock equivalents. Diluted net loss(the “November 2021 Wainwright Warrants”). The November 2021 Wainwright Warrants have a term of five (5) years from the date of issuance and an exercise price of $24.688 per share utilizes(equal to 125% of the average marketoffering price per share when applyingshare). The November 2021 Pre-Funded Warrants, the treasuryNovember 2021 Warrants and the November Wainwright Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

II-3

On April 18, 2022, we entered into a stock method in determining common stock equivalents. As of May 31, 2010, there were no common stock equivalents outstanding.


FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurementspurchase agreement (the “Headway Stock Purchase Agreement”) with Headway Workforce Solutions, Inc. (“Headway”) and Disclosures”,Chapel Hill Partners, LP, as the Company is required to estimate the fair valuerepresentatives of all financial instruments included on its balance sheet asthe stockholders of May 31, 2010. The Company’s financial instruments consistHeadway, pursuant to which, among other things, we purchased all of cash.  The Company considers the carryingissued and outstanding securities of Headway in exchange for (i) a cash payment of $14,065.20, and (ii) 9,000,000 shares of our Series H Convertible Preferred Stock, with a value of such amounts in the financial statements to approximate their fair value dueequal to the short-term nature of these financial instruments.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.  Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification.  These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

RECENTLY ISSUED ACCOUNTING STANDARDS - In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810):  Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260.  Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.  This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. The Company does not expect the provisions of ASU 2009-16 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. The Company does not expect the provisions of ASU 2009-15 to have a material effect on the financial position, results of operations or cash flows of the Company.
23
Golden Fork Corporation
(A Development Stage Company)
Notes to the Financial Statements
NOTE 3 - -INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The company does not have any uncertain tax positions.

The Company currently has net operating loss carryforwards aggregating $7,129, which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as follows as of May 31, 2010:

  2010 
Deferred tax assets $2,424 
Valuation allowance for deferred tax assets  (2,424) 
 Net deferred tax assets                                     $- 

NOTE 4 – FAIR VALUE ACCOUNTING
Fair Value Measurements
On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value 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. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased propertyClosing Payment, as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available inHeadway Stock Purchase Agreement (the “Headway Acquisition”). On May 18, 2022, the circumstances (unobservable inputs).Headway Acquisition closed. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levelsissuance of the fair value hierarchy under ASC 820-10 are described below:

•Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 •Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, 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 (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 •Level 3 Inputs that are both significant to the fair value measurement and   unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of May 31 2010:

Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
NOTE 5 - - RELATED PARTY TRANSACTIONS
During the year ended May 31, 2010 the Company recognized a total of $3,000 for rent and services from directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Director of the Company. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties.
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of May 31, 2010, the director has advanced a total of $1,129.
NOTE 6 - - COMMON STOCK

As of May 31, 2010 the Golden Fork Corporation has issued 2,000,000 common shares as founders shares.

24
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. The Company will pay all expenses in connection with this offering.
     
SECURITIES AND EXCHANGE COMMISSION Registration Fee $3.93 
Printing Expenses 
 $
100 
Accounting Fees and Expenses 
 $
4,200 
Legal Fees and Expenses 
 $
3,500 
Blue Sky Fees/Expenses 
 $
500 
Transfer Agent Fees 
 $
1,600 
TOTAL $9,996.07 
RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the registrant has sold the following securities which wereSeries H Convertible Preferred Stock was not registered under the Securities Act, or any state securities law, and such issuance was undertaken in reliance upon the exemption from the registration requirements of 1933, as amended.
Name and AddressDateSharesConsideration
Alida HeyerDecember 22, 20092,000,000Cash of $20.00
8 Hermitage Way, Meadowridge
Constantia, 7806 Western Cape, RSA
Tel. 01127820605069
We issued the foregoing restrictedSecurities Act, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

On July 1, 2022, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 657,858 shares of common stock (or pre-funded warrant (the “July 2022 Pre-Funded Warrants”)) and warrants (the “July 2022 Warrants”) to Ms. Heyer pursuantpurchase up to Regulation San aggregate of 657,858 shares of common stock at a combined purchase price of $6.10 per share of common stock (or pre-funded warrant) and associated warrant (the “July 2022 Private Placement”). The July 2022 Pre-Funded Warrants are exercisable at a price of $0.00001 per share, are exercisable immediately upon issuance and are exercisable until the July 2022 Pre-Funded Warrants are exercised in full. The July 2022 Warrants are exercisable at a price of $5.85 per share, exercisable immediately upon issuance and will expire five and one-half years following the date issuance. As partial compensation for Wainwright’s services as placement agent in the July 2022 Private Placement, we issued to Wainwright’s designees warrants to purchase up to 49,339 shares of common stock (the “July 2022 Wainwright Warrants”). The July 2022 Wainwright Warrants have a term of five and one-half years from the date of issuance and an exercise price of $7.625 per share (equal to 125% of the General Rulesoffering price per share (or pre-funded warrant) and Regulations as promulgatedassociated warrant). The July 2022 Pre-Funded Warrants, the July 2022 Warrants and the July 2022 Wainwright Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) under the Securities Act of 1933. The saleand Regulation D promulgated thereunder.

On October 27, 2022, we issued to Jackson (i) 100,000 Common Shares and (ii) the Warrant to purchase up to 24,332 shares of our shares to Ms. Heyer took place outside the United Statescommon stock at an exercise price of America and Ms. Heyer is a non-US person as that term is defined in Regulation S. Further, no commissions were paid to anyone$3.06 per share in connection with the saleentry into the Amended Note Purchase Agreement. Such issuance was undertaken in reliance upon the exemption from the registration requirements of our sharesthe Securities Act, pursuant to Section 4(a)(2) thereof and no general solicitation was made.

EXHIBITS
The followingRegulation D promulgated thereunder.

Item 16. Exhibits are filed as part of this Registration Statement:

and Financial Statement Schedules.

(a)The Exhibit Index is hereby incorporated herein by reference.
   
(b)All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

II-4

EXHIBIT INDEX

Exhibit No. Document Description
2.1Agreement and Plan of Merger, by and between Staffing 360 Solutions, Inc., a Delaware corporation, and Staffing 360 Solutions, Inc., a Nevada corporation (previously filed as Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on June 15, 2017).
2.2Asset Purchase Agreement, dated September 15, 2017, by and among Staffing 360 Georgia, LLC, firstPRO Inc., firstPRO Georgia LLC, April F. Nagel and Philip Nagel (previously filed as Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on September 19, 2017).
2.3(1)Stock Purchase Agreement, dated April 18, 2022, by and between Staffing 360 Solutions, Inc. Headway Workforce Solutions, Inc. and Chapel Hill Partners, LP as the Sellers’ Representative (previously filed as Exhibit 2.1 to the Company’s Current Report Form 8-K, filed with the SEC on April 20, 2022).
2.4(1)Amendment to the Stock Purchase Agreement, dated May 18, 2022, by and between Staffing 360 Solutions, Inc. Headway Workforce Solutions, Inc. and Chapel Hill Partners, LP as the Sellers’ Representative (previously filed as Exhibit 2.1 to the Company’s Current Report Form 8-K, filed with the SEC on May 19, 2022).
3.1Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.3 to the Company’s Form 8-K, filed with the SEC on June 15, 2017).
3.2Amended and Restated Bylaws (previously filed as Exhibit 3.4 to the Company’s Form 8-K, filed with the SEC on June 15, 2017).
3.3Certificate of Amendment to Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Form 8-K, filed with the SEC on January 3, 2018).
3.4Certificate of Designations, Preferences and Rights of Series A Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 4, 2015).
3.5Certificate of Designations, Preferences and Rights of Series B Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2015)
3.6Certificate of Designations, Preferences and Rights of Series C Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 7, 2016).
3.7Amendment to Certificate of Designation After Issuance of Class or Series increasing the number of authorized Series C Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 22, 2016).
3.8Certificate of Designation of Series E Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2018).
3.9Certificate of Correction to the Certificate of Designation of Series E Convertible Preferred Stock (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 15, 2018).
3.10Certificate of Amendment to Certificate of Designation of Series E Convertible Preferred Stock, dated February 7, 2019 (previously filed as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on February 11, 2019).
3.11Certificate of Amendment to the Certificate of Designation of Series E Preferred Stock, dated October 23, 2020 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).
3.12Certificate of Designation for Series F Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on April 27, 2021).
3.13Certificate of Designation of Series G Convertible Preferred Stock, dated May 6, 2021(previously filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on May 12, 2021).
3.14Certificate of Correction to Certificate of Designation of Series G Convertible Preferred Stock, dated May 11, 2021 (previously filed as Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on May 12, 2021).
3.15Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company as filed on June 30, 2021 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on July 1, 2021).
3.16Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company as filed on December 27, 2021 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2021).

II-5

3.17Amended and Restated Certificate of Designation of Series H Convertible Preferred Stock, dated May 23, 2022 (Previously filed as Exhibit 3.1 to the Company’s Current Report Form 8-K, filed with the SEC on May 24, 2022).
3.18Certificate of Designation of the Series J Preferred Stock of the Company, dated May 4, 2022 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 4, 2022).
3.19Certificate of Amendment of Amended and Restated Certificate of Incorporation of Staffing 360 Solutions, Inc. filed on June 23, 2022 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2022).
4.1Subordinated Secured Note issued to Jackson Investment Group LLC (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2017)
4.2Warrant issued to Jackson Investment Group LLC (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2017).
4.3April Note, dated April 5, 2017, issued to Jackson Investment Group LLC (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2017).
4.410% Subordinated Secured Note, dated August 2, 2017, issued to Jackson Investment Group, LLC (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017).
4.5Form of Warrant issued to H.C. Wainwright & Co., LLC’s designees on December 29, 2020 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2020).
4.6Form of Warrant issued to H.C. Wainwright & Co., LLC’s designees on December 31, 2020 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2020).
4.7Description of Securities (previously filed as Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed on June 24, 2022).
4.8Form of Warrant (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2021).
4.9Form of Placement Agent Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2021).
4.10Form of Warrant (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021).
4.11Form of Wainwright Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021).
4.12Form of Warrant (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).
 Form of Wainwright Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).
4.13Form of Warrant (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2021).
4.14Form of Wainwright Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2021).
4.15Form of Pre-Funded Warrant (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2021).
4.16Form of Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2021)..1
4.17Form of Wainwright Warrant (previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2021).
4.18Form of Pre-Funded Warrant (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2022).
4.19Form of Warrant (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2022).
4.20Form of Wainwright Warrant (previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2022).

II-6

5.1*Consent of Haynes and Boone, LLP.
10.1Form of Deed of Restrictive Covenant by and between Brendan Flood and the Company (previously filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2014).
10.2Stock Purchase Agreement, by and among Linda Moraski, PeopleSERVE, Inc., PeopleSERVE PRS, Inc. and the Company, dated May 17, 2014 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2014).
10.3+2014 Equity Compensation Plan (previously filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K, filed with the SEC on September 15, 2014).
10.4Credit and Security Agreement, dated April 8, 2015, by and among PeopleSERVE, Inc. and Monroe Staffing Services, LLC, as borrowers, the Company, as a credit party, MidCap Financial Trust, as agent and lender, and certain other lenders as the case may be (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2015).
10.5Credit and Security Agreement, dated April 8, 2015, by and among PeopleSERVE PRS, Inc., as borrower, MidCap Financial Trust, as agent and lender, and certain other lenders as the case may be (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 9, 2015).
10.6+Employment Agreement, dated July 8, 2015, by and between Alison Fogel and Lighthouse Placement Services, LLC (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on July 14, 2015).
10.7Amendment No. 2 to the Credit and Security Agreement, effective August 31, 2015, by and among PeopleSERVE, Inc., Monroe Staffing Services, LLC, Faro Recruitment America, Inc. and Lighthouse Placement Services, LLC as borrowers, the Company, as a credit party, MidCap Financial Trust, as agent and lender, and certain other lenders as the case may be (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 4, 2015).
10.8Amendment No. 1 to the Credit and Security Agreement, effective August 31, 2015, by and among PeopleSERVE PRS, Inc. as borrower, MidCap Financial Trust, as agent and lender, and certain other lenders as the case may be (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 4, 2015).
10.9+2015 Omnibus Incentive Plan (previously filed as Exhibit 4.1 to the Company’s Form S-8, filed with the SEC on October 2, 2015).
10.10+2016 Omnibus Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 27, 2017 (through an incorporation by reference from Appendix D to the Company’s Definitive Proxy Statement on Schedule 14A, filed on December 21, 2016).
10.11+2016 Long Term Incentive Plan (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 27, 2017 (through an incorporation by reference from Appendix E to the Company’s Definitive Proxy Statement on Schedule 14A, filed on December 21, 2016).
10.12Warrant Agreement, dated January 25, 2017, by and among the Company and Jackson Investment Group LLC (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2017).
10.13Security Agreement, dated January 25, 2017, by and among the Company, Jackson Investment Group LLC and the U.S. Subsidiary Guarantors (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2017).
10.14Pledge Agreement, dated January 25, 2017 by and the Company, Jackson Investment Group LLC and the U.S. Subsidiary Guarantors (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2017).
10.15Subordination Agreement, dated January 25, 2017, by and among Midcap Funding X Trust, Jackson Investment Group LLC, the Company and the U.S. Subsidiary Guarantors (previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 31, 2017).
10.16Amended Warrant Agreement, dated March 14, 2017, between the Company and Jackson Investment Group LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2017).

II-7

10.17Amended Purchase Agreement, dated April 5, 2017, by and among the Company, Jackson Investment Group LLC and certain subsidiaries of the Company (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2017).
10.18Second Amendment, dated April 5, 2017, by and among the Company and Jackson Investment Group LLC (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2017).
10.19Amended Subordination Agreement, dated April 5, 2017, by and among Midcap Funding X Trust, Jackson Investment Group LLC, the Company and certain subsidiaries of the Company (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2017).
10.20Second Amended Purchase Agreement, dated August 2, 2017, by and among the Company, Jackson Investment Group, LLC and certain subsidiaries of the Company (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017).
10.21Second Amended Subordination Agreement, dated August 2, 2017, by and among Midcap Funding X Trust, Jackson Investment Group, LLC, the Company and certain subsidiaries of the Company (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 8, 2017).
10.22Amended and Restated Note Purchase Agreement, dated September 15, 2017, by and among Staffing 360 Solutions, Inc., certain subsidiaries of Staffing 360 Solutions, Inc. and Jackson Investment Group, LLC (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 19, 2017).
10.23Intercreditor Agreement, dated September 15, 2017, by and among Staffing 360 Solutions, Inc., certain subsidiaries of Staffing 360 Solutions, Inc., MidCap Funding X Trust and Jackson Investment Group, LLC (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on September 19, 2017).
10.24Share Purchase Agreement, dated September 15, 2017, by and among Staffing 360 Solutions, Inc., Longbridge Recruitment 360 Limited and the holders of outstanding shares of CBS Butler Holdings Limited (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 19, 2017).
10.25Amendment No.8 to the Credit and Security Agreement, dated September 15, 2017, by and among Staffing 360 Solutions, Inc., certain subsidiaries of Staffing 360 Solutions, Inc. and MidCap Funding X Trust (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 19, 2017).
10.26Agreement for Purchase of Debt, dated February 8, 2018, between CBS Butler Limited and HSBC Invoice Finance (UK) Limited (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2018).
10.27Agreement for Purchase of Debt, dated February 8, 2018, between The JM Group (IT Recruitment) Limited and HSBC Invoice Finance (UK) Limited (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2018).
10.28Agreement for Purchase of Debt, dated February 8, 2018, between Longbridge Recruitment 360 Ltd and HSBC Invoice Finance (UK) Limited (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2018).
10.29Agreement for Purchase of Debt, dated June 28, 2018, between HSBC Invoice Finance (UK) Limited, and Clement May Limited (previously filed as an exhibit to the Company’s Form 8-K filed with the SEC on July 5, 2018).
10.30Term Loan letter agreement, dated June 26, 2018, between HSBC Bank plc, and Staffing 360 Solutions Limited (previously filed as an exhibit to the Company’s Form 8-K filed with the SEC on July 5, 2018).
10.31Share Purchase Agreement, dated August 27, 2018, by and among Monroe Staffing Services, LLC, Staffing 360 Solutions, Inc. and Pamela D. Whitaker (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 2, 2018).
10.32Amendment No. 1 to Amended and Restated Warrant Agreement, dated August 27, 2018, between the Company and Jackson Investment Group, LLC (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2018).

II-8

10.33Amendment No.10 and Joinder Agreement to Credit and Security Agreement and Limited Consent, dated August 27, 2018, by and among the Company, certain subsidiaries of the Company and MidCap Funding X Trust (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2018).
10.34First Omnibus Amendment, Joinder and Reaffirmation Agreement, dated August 27, 2018, by and among the Company, certain subsidiaries of the Company, and Jackson Investment Group, LLC (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2018).
10.3512% Senior Secured Note, due September 15, 2020, issued on August 27, 2018, to Jackson Investment Group, LLC (previously filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2018).
10.36First Amendment to Intercreditor Agreement, dated August 27, 2018, by and among Jackson Investment Group, LLC, the Company, certain subsidiaries of the Company, and MidCap Funding X Trust. (previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2018).
10.37Fifth Amended and Restated Revolving Loan Note, by and among certain subsidiaries of the Company and MidCap Funding X Trust (previously filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2018).
10.38Debt Exchange Agreement, dated November 15, 2018, by and between the Company and Jackson Investment Group LLC (previously filed as Exhibit 10.91 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 16, 2018).
10.39Second Omnibus Amendment, Joinder and Reaffirmation Agreement, dated November 15, 2018, by and among the Company, certain subsidiaries of the Company, and Jackson Investment Group, LLC (previously filed as Exhibit 10.92 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 16, 2018).
10.40Amended and Restated 12% Senior Secured Note, due September 15, 2020, issued on November 15, 2018, to Jackson Investment Group, LLC (previously filed as Exhibit 10.93 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 16, 2018).
10.41Amendment No. 2 to Amended and Restated Warrant Agreement, dated November 15, 2018, between the Company and Jackson Investment Group, LLC (previously filed as Exhibit 10.94 to the Company’s Registration Statement on Form S-1, filed with the SEC on November 16, 2018).
10.42Form of Securities Purchase Agreement, dated January 22, 2019, by and between the Company and the Purchaser signatory thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2019).
10.43Placement Agency Agreement dated January 22, 2019, between the Company and ThinkEquity (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 23, 2019).
10.44+Employment Agreement with Alicia Barker dated June 19, 2018 (previously filed as Exhibit 10.97 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 31, 2019).
10.45+Severance Agreement with Christopher Lutzo (previously filed as Exhibit 10.98 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 31, 2019).
10.46Waiver Agreement - Series A Preferred Stock (previously filed as Exhibit 10.99 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 31, 2019).
10.47First Amendment to 2016 Omnibus Incentive Plan (previously filed as Exhibit 10.100 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 31, 2019).
10.48Amendment No. 11 to the Credit Agreement dated February 7, 2019 by and among Midcap Funding X Trust, the Company and certain subsidiaries of the Company (previously filed as Exhibit 10.101 to the Company’s Annual Report on Form 10-K filed on March 25, 2019).
10.49Third Omnibus Amendment and Reaffirmation Agreement dated February 7, 2019, by and among Jackson Investment Group LLC, the Company and certain subsidiaries of the Company (previously filed as Exhibit 10.102 to the Company’s Annual Report on Form 10-K filed on March 25, 2019).
10.50Underwriting Agreement, dated February 8, 2019, between the Company and ThinkEquity (previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2019).

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10.51Amendment Agreement, dated February 27, 2019, by and among Staffing 360 Georgia, LLC, firstPRO, Inc., firstPRO Georgia, LLC, April F. Nagel and Philip Nagel (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2019).
10.52Securities Purchase Agreement, dated July 29, 2019, by and between Staffing 360 Solutions, Inc. and the purchaser signatory thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2019).
10.53Placement Agency Agreement, dated July 29, 2019, by and between the Company and ThinkEquity (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2019).
10.54Fourth Omnibus Amendment and Reaffirmation Agreement, dated August 29, 2019, by and among the Company, certain subsidiaries of the Company and Jackson Investment Group, LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2019).
10.5518% Senior Secured Note, due December 31, 2019, issued on August 29, 2019, to Jackson Investment Group, LLC (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2019).
10.56Third Amendment to Intercreditor Agreement, dated August 29, 2019, by and among the Company, certain subsidiaries of the Company, Jackson Investment Group, LLC and MidCap Funding X Trust (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2019).
10.57Amendment Agreement, dated as of September 11, 2019, by and among Monroe Staffing Services, LLC, Staffing 360 Solutions, Inc. and Pamela D. Whitaker (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2019).
10.58+General Release and Severance Agreement, dated as of September 11, 2019, by and between Staffing 360 Solutions, Inc. and David Faiman (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2019).
10.59Note between Monroe Staffing Services, LLC and Newton Federal Bank, dated May 12, 2020 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 15, 2020).
10.60Note among Key Resources Inc., Lighthouse Placement Services, LLC, Staffing 360 Georgia, LLC and Newton Federal Bank, dated May 20, 2020 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 26, 2020).
10.61+2020 Omnibus Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2020)
10.62+Form of Restricted Stock Award Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2020).
10.63+Form of Incentive Stock Option Agreement (previously filed as Exhibit 10.7 to the Company Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2020).
10.64+Form of Nonqualified Stock Option Agreement (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2020).
10.65Asset Purchase Agreement, dated as of September 24, 2020, by and among Staffing 360 Solutions, Inc., Staffing 360 Georgia, LLC and FirstPro Recruitment, LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2020).
10.66Amendment No. 17, dated October 26, 2020, to Credit and Security Agreement with MidCap Funding IV Trusts (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).
10.67Second Amended and Restated Note Purchase Agreement, dated October 26, 2020, by and among Staffing 360 Solutions, Inc. and Jackson Investment Group, LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).
10.68Amended and Restated Senior Secured 12% Promissory Note issued on October 26, 2020, to Jackson Investment Group, LLC (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2020).

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10.69Underwriting Agreement, dated December 23, 2020, between Staffing 360 Solutions, Inc. and H.C. Wainwright & Co., LLC (previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2020).
10.70Form of Securities Purchase Agreement, dated December 30, 2020, by and among Staffing 360 Solutions, Inc. and certain institutional and accredited investors (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 31, 2020).
10.71Engagement Letter, dated December 21, 2020, between Staffing 360 Solutions, Inc. and H.C. Wainwright & Co., LLC (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 30, 2020).
10.72+Employment Agreement, dated June 29, 2020, by and among Staffing 360 Solutions, Inc. and Khalid Anwar (previously filed as Exhibit 10.57 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 12, 2021).
10.73Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2021).
10.74Form of Registration Rights Agreement (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2021).
10.75Exchange Agreement, dated May 6, 2021 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2021).
10.76Side Letter Agreement Regarding Amendment to NPA, dated May 6, 2021 (previously filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on May 12, 2021).
10.77Limited Waiver and Agreement Letter, dated May 6, 2021 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2021).
10.78Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021).
10.79Limited Consent (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021).
10.8012% Senior Secured Note (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021).
10.81Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021).
10.82Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2021).
10.83+Employment Agreement, dated January 3, 2014, by and among Staffing 360 Solutions Limited (f/k/a Initio International Holdings Limited) and Brendan Flood (previously filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on January 7, 2014).
10.84+2021 Omnibus Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2021).
10.85+Amendment to the 2021 Omnibus Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2021).
10.86Form of Securities Purchase Agreement, by and among Staffing 360 Solutions, Inc. and the purchasers thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2021).
10.87Form of Registration Rights Agreement, by and among Staffing 360 Solutions, Inc. and the purchasers thereto (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2021).
10.88Amendment No. 20 to the Credit and Security Agreement, dated April 18, 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report Form 8-K, filed with the SEC on April 20, 2022).
10.89Limited Consent and Waiver to Second Amended and Restated Note Purchase Agreement, dated April 18, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report Form 8-K, filed with the SEC on April 20, 2022).

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10.90Form of Securities Purchase Agreement, by and among Staffing 360 Solutions, Inc. and the purchasers thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2022).
10.91Form of Registration Rights Agreement, by and among Staffing 360 Solutions, Inc. and the purchasers thereto (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2022).
10.92Amendment No. 23 to the Credit and Security Agreement, dated September 26, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022).
10.93Amendment No. 24 to the Credit and Security Agreement, dated September 29, 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022).
10.94Limited Consent to Second Amended and Restated Note Purchase Agreement, dated September 28, 2022 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2022).
10.95Amendment No. 25 to the Credit and Security Agreement, dated October 13, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022).
10.96Limited Consent to Second Amended and Restated Note Purchase Agreement, dated October 13, 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022).
10.97Amendment No. 26 to the Credit and Security Agreement, dated October 20, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).
10.98Limited Consent to Second Amended and Restated Note Purchase Agreement, dated October 21, 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).
10.99(1) Articles of Incorporation.Third and Amended and Restated Note Purchase Agreement, dated October 27, 2022, by and between the Company and Jackson Investment Group, LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
3.210.101 BylawsThird Amended and Restated Senior Secured 12% Promissory Note issued on October 27, 2022 to Jackson Investment Group, LLC (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
5.110.102(1) Opinion of JPF Securities Law,Omnibus Amendment and Reaffirmation Agreement, dated October 27, 2022, by and between Staffing 360 Solutions, Inc. and Jackson Investment Group, LLC (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
23.110.103 Consent of M&K CPAS, PLLC, Certified Public AccountantsAmendment No. 4, dated October 27, 2022, to Amended and Restated Warrant Agreement, by and between Staffing 360 Solutions, Inc. and Jackson Investment Group, LLC (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
99.110.104(1) SubscriptionAmendment No. 27 to the Credit and Security Agreement, dated October 27, 2022, by and between Staffing 360 Solutions, Inc. and MidCap Funding X Trust (previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
10.105Fifth Amendment to Intercreditor Agreement, dated October 27, 2022, by and among Staffing 360 Solutions, Inc., Jackson Investment Group, LLC and MidCap Funding X Trust (previously filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2022).
16.1Letter from BDO USA LLP to the SEC, dated August 31, 2022 (previously filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 31, 2022).
23.1*Consent of Independent Registered Public Accounting Firm.
23.2*Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1*Power of Attorney (contained in the signature page to this registration statement).
107*Filing Fee Table

*Filed herewith
+Management contract or compensatory plan or arrangement.
(1)Certain of the schedules (and similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the Exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

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25
UNDERTAKINGS

A. Item 17. Undertakings.

The undersigned registrant herebyhereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;

Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Intentionally omitted.

(5) That, for the purposeThe undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act, the information omitted from a form of 1933 to any purchaser:

(i) Intentionally omitted.
(ii) Ifprospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B(1) or other than prospectuses filed in reliance on Rule 430A,(4) or 497(h) under the Securities Act, shall be deemed to be part of and included in thethis registration statement as of the datetime it is first used after effectiveness. Provided, however,was declared effective.

(ii) For the purpose of determining any liability under the Securities Act, each post-effective amendment that no statement made incontains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or prospectus15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of theshall be deemed to be a new registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the securities offered therein, and the offering requiredof such securities at that time shall be deemed to be filed pursuant to Rule 424.
(ii) Any free writing prospectus relating to the initial bona fide offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B.thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advisedinformed that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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26

SIGNATURES

In accordance with

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorizedduly caused this Prospectus on Form S-1registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Western Cape, RSA,New York, State of New York, on August 30, 2010

December 19, 2022.

 
GOLDEN FORK CORPORATIONStaffing 360 Solutions, Inc.
   
 BY:By:/s/ Alida HeyerBrendan Flood
Name:Brendan Flood
Title:Chairman and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints each of Brendan Flood and Nick Koutsivitis, severally, acting alone and without the other, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement on Form S-1, to sign any and all additional registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file such registration statements with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Brendan FloodChairman, Chief Executive Officer and DirectorDecember 19, 2022
Brendan Flood(principal executive officer)
/s/ Joe YelenicSenior Vice President, Corporate FinanceDecember 19, 2022
Joe Yelenic(principal financial officer)
/s/ Nick KoutsivitisSenior Vice President, Corporate ControllerDecember 19, 2022
Nick Koutsivitis(principal accounting officer)
/s/ Dimitri VillardDirectorDecember 19, 2022
Dimitri Villard   
  Alida Heyer, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Principal Accounting Officer and sole member of the Board of Directors.

27
Exhibit Index

3.1 
Articles of Incorporation./s/ Jeff GroutDirectorDecember 19, 2022
Jeff Grout
 3.2 
Bylaws/s/ Nicholas FlorioDirectorDecember 19, 2022
Nicholas Florio
 5.1 
Opinion of JPF Securities Law, LLC/s/ Alicia BarkerDirectorDecember 19, 2022
Alicia Barker
 23.1 
Consent of M&K CPAS, PLLC, Certified Public Accountants
99.1/s/ Vincent Cebula DirectorDecember 19, 2022
Vincent Cebula

Subscription Agreement
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