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CUSIP No. 852383207 Schedule 13G
 Page 1 of 5 Pages
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
The Staffing Group Ltd.
 (Name of Issuer)
 
Common Stock, par value $0.001 per share
 (Title of Class of Securities)
 
852383207
 (CUSIP Number)
 
December 31, 2016
 (Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 852383207 Schedule 13G
 Page 2 of 5 Pages
 
1.
Names of Reporting Persons
 
Iroquois Capital Management L.L.C.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
  (a) o
  (b) o
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
Number of Shares
Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting Power    
 
0
6.
Shared Voting Power     
 
0
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power   
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   
 
o
11.
Percent of Class Represented by Amount in Row 9
 
0%
12.
Type of Reporting Person (See Instructions)
 
OO
 
 
 
 
 
CUSIP No. 852383207 Schedule 13G
 Page 3 of 5 Pages
 
1.
Names of Reporting Persons
 
Richard Abbe
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
  (a) o
  (b) o
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
Number of Shares
Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting Power   
 
0
6.
Shared Voting Power     
 
0
7.
Sole Dispositive Power
 
0
8.
Shared Dispositive Power   
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   
 
o
11.
Percent of Class Represented by Amount in Row 9
 
0%
12.
Type of Reporting Person (See Instructions)
 
IN
 
 
 
 
 
CUSIP No. 852383207 Schedule 13G
 Page 4 of 5 Pages
 
 
This Amendment No. 2 (this “Amendment”) amends the statement on Schedule 13G filed on September 4, 2015 as amended on September 4, 2015 (the “Original Schedule 13G”) with respect to the shares of common stock, par value $0.001 per share, (the “Common Stock”) of The Staffing Group Ltd., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13G. This Amendment amends and restates Item 4 and Item 5 in their entirety as set forth below. 

Item 4.     Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) and (b)
 
As of December 31, 2016, each of the Reporting Persons did not beneficially own any shares of Common Stock of the Company.
 
Item 5.      Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x
 
Item 10.    Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
CUSIP No. 852383207 Schedule 13G
 Page 5 of 5 Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  February 14, 2017
 
 
IROQUOIS CAPITAL MANAGEMENT L.L.C.
     
 
By:
/s/ Richard Abbe
   
Richard Abbe, Authorized Signatory
     
 
/s/ Richard Abbe
 
Richard Abbe