0001144204-14-034713.txt : 20150824 0001144204-14-034713.hdr.sgml : 20150824 20140530170845 ACCESSION NUMBER: 0001144204-14-034713 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RATE STAFFING Corp CENTRAL INDEX KEY: 0001522215 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 451875249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2775 WEST THOMAS ROAD STREET 2: SUITE 107 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 602-442-5277 MAIL ADDRESS: STREET 1: 2775 WEST THOMAS ROAD STREET 2: SUITE 107 CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: MOOSEWOOD ACQUISITION Corp DATE OF NAME CHANGE: 20120501 FORMER COMPANY: FORMER CONFORMED NAME: Paladin Worldwide Inc. DATE OF NAME CHANGE: 20120228 FORMER COMPANY: FORMER CONFORMED NAME: moosewood Acquisition Corp DATE OF NAME CHANGE: 20110601 CORRESP 1 filename1.htm

Cassidy & Associates

Attorneys at Law

9454 Wilshire Boulevard

Beverly Hills, California 90212

Email: CassidyLaw@aol.com

Telephone: 202/387-5400 Fax: 949/673-4525

May 30, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Attn: Justin Kisner

Washington, D.C. 20549

RE:	First Rate Staffing Corporation
	Form 10-K for the Year Ended December 31, 2013
	Filed March 31, 2014
	File No. 000-54427

Dear Mr. Kisner:

Please find attached for filing with the Securities and Exchange Commission (the “Commission”) an amendment to the Form 10-K for First Rate Staffing Corporation (the “Company”).

The following responses address the comments of the reviewing staff of the Commission as set forth in the comment letter dated May 9, 2014 (the “Comment Letter”). The comments and our responses below are sequentially numbered (based on the numbering sequence and text of the comments issued per the Comment Letter) and the answers herein refer to each of the comments by number and by citing if the response (if applicable) thereto results in revisions being made to the Form 10-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, pg. 7

Results of Operations and Financial Condition for the Year Ended December 31, 2013 as Compared to the Year Ended December 31, 2012, pg. 9

1. We note that you attribute the increase in revenue from 2012 to 2013 to the addition of eight new customers during 2013. You report a smaller operating and net loss from 2012; however it is unclear what underlying reasons accounted for the year-over-year changes in revenue and expense. In this regard, please revise to:

clearly disclose and quantify each material factor that contributed to the change in revenue and cost of sales;

provide insight into the underlying business drivers or conditions that contributed to these changes; and

describe any known trends or uncertainties that have had or you expect may reasonably have a material impact on your operations and if you believe that these trends are indicative of future performance.

For further guidance, please refer to Item 303 of Regulation S-K and the Commission’s Interpretive Release on Management’s Discussion and Analysis of Financial Condition and Results of Operation on our website at: http://www.sec.gov/rules/interp/33-8350.htm.

Response: The Company has made revisions and provided additional disclosure in this section to address these matters.

Note 4. Going Concern, page 20

2. Please revise to expand your description of the financial difficulties giving rise to the going concern opinion issued by your auditors and provide a discussion of a viable plan that has the capability of removing the threat to the continuation of your business.

Response: The Company has made revisions and provided additional disclosure in this section to address these issues.

If you have any questions or concerns, please do not hesitate to contact Lee W. Cassidy at (202) 387-5400 or the undersigned at (310) 709-4338. In addition, we request in the future that electronic copies of any comment letters or other correspondence from the Commission sent to the Company also be simultaneously copied to both lwcassidy@aol.com and tony@tonypatel.com.

Sincerely,

/s/ Anthony A. Patel

Anthony A. Patel, Esq.

Cassidy & Associates