staf-ex31_12.htm

EX-3.1 3 staf-ex31_12.htm EX-3.1 staf-ex31_12.htm

Exhibit 3.1

Barbara K. Cegavske Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Merger Pursuant to NRS 92A.200 Page 1USE BLACK INK ONLY - DO NOT HIGHLIGHTArticles of Merger(Pursuant to NRS Chapter 92A)ABOVE SPACE IS FOR OFFICE USE ONLY1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from article one.Name of merging entityName of surviving entityEntity type *JurisdictionEntity type ** Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.Filing Fee: $350.00This form must be accompanied by appropriate fees.Nevada Secretary of State 92A Merger Page 1BARBARA K. CEGAVSKE Secretary of State202 North Carson StreetCarson City, Nevada 89701-4201 (775) 684-5708Website: www.nvsos.govArticles of Merger (PURSUANT TO NRS 92A.200) Staffing 360 Solutions, Inc. Nevada Corporation Delaware Corporation

Barbara K. Cegavske Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Merger Pursuant to NRS 92A.200 Page 2USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY2) Forwarding address where copies of process may be sent by the Secretary of State ofNevada (if a foreign entity is the survivor in the merger - NRS 92A.190):Attn:c/o:3) Choose one:The undersigned declares that a plan of merger has been adopted by each constituent entity(NRS 92A.200).The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).4) Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from the appropriate section of article four.(a) Owner's approval was not required from Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicableName of merging entity, if applicable and, or;Name of surviving entity, if applicable Corporate Secretary USE Staffing 360 Solutions, Inc. 641 Lexington Avenue 27th Floor New York, NY 10022

Barbara K. Cegavske Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Merger Pursuant to NRS 92A.200 Page 4 USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicableName of merging entity, if applicable and, or;Name of surviving entity, if applicable

Barbara K. Cegavske Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Merger Pursuant to NRS 92A.200 Page 5 USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:6) Location of Plan of Merger (check a or b):(a) The entire plan of merger is attached;or,(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)Date:Time:* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. None. June 15, 2017 5:00 p.m. Eastern Time

Barbara K. Cegavske Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Merger Pursuant to NRS 92A.200 Page 6 USE BLACK INK ONLY - DO NOT HIGHLIGHTABOVE SPACE IS FOR OFFICE USE ONLY8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; Staffing 360 Solutions, Inc. A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from article eight.Name of merging entityX Signature Title DateName of merging entity X Signature Title Date Name of merging entityX Signature Title DateName of merging entity X Signature Title Date and,Name of surviving entityX Signature Title Date* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. Brendan Flood Executive Chairmen 6/15/2017 Director