Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Aug. 31, 2014 | Oct. 20, 2014 | |
Stock Issued During Period Shares Private Placements | ' | ' |
Entity Registrant Name | 'Staffing 360 Solutions, Inc. | ' |
Entity Central Index Key | '0001499717 | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'STAF | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Aug-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2015 | ' |
Entity Common Stock, Shares Outstanding | ' | 37,751,364 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Aug. 31, 2014 | 31-May-14 |
Current Assets: | ' | ' |
Cash and equivalents | $787,943 | $1,324,711 |
Accounts receivable, net | 18,877,588 | 17,036,267 |
Deferred financing, net | 138,470 | 342,745 |
Prepaid expenses and other current assets | 783,225 | 881,326 |
Total Current Assets | 20,587,226 | 19,585,049 |
Property and equipment, net of accumulated depreciation | 470,000 | 454,606 |
Goodwill | 8,399,786 | 8,318,637 |
Intangible assets, net | 13,147,726 | 13,803,305 |
Other assets | 1,516,716 | 1,523,585 |
Total Assets | 44,121,454 | 43,685,182 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 6,050,993 | 5,459,175 |
Accounts payable and accrued expenses - related parties | 93,334 | 136,914 |
Accrued payroll and taxes | 4,125,663 | 3,803,613 |
Convertible notes payable, net | 800,000 | 620,172 |
Promissory notes | 1,902,594 | 1,578,291 |
Earn-out liability | 850,216 | 850,216 |
Accounts receivable financing | 13,402,537 | 11,260,207 |
Convertible bonds payable | 3,273,717 | 1,499,660 |
Due to sellers | 39,206 | 1,347,215 |
Other current liabilities | 151,660 | 188,048 |
Total Current Liabilities | 30,689,920 | 26,743,511 |
Earn-out liability | 1,788,191 | 1,916,212 |
Promissory notes - long term | 4,011,476 | 4,406,049 |
Total Liabilities | 36,489,587 | 33,065,772 |
Stockholders' Equity: | ' | ' |
Preferred stock, $0.00001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding as of August 31, 2014 and May 31, 2014, respectively | 0 | 0 |
Common stock, $0.00001 par value, 200,000,000 shares authorized; 33,647,040 and 32,950,537 shares issued and outstanding as of August 31, 2014 and May 31, 2014, respectively | 336 | 329 |
Additional paid in capital | 28,104,848 | 26,411,211 |
Accumulated other comprehensive loss | -55,338 | -37,549 |
Accumulated deficit | -21,105,179 | -16,337,118 |
Total Staffing 360 Solutions, Inc. Stockholders' Equity | 6,944,667 | 10,036,873 |
Non-controlling interest | 687,200 | 582,537 |
Total Equity | 7,631,867 | 10,619,410 |
Total Liabilities and Stockholders' Equity | $44,318,737 | $43,685,182 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Aug. 31, 2014 | 31-May-14 |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 33,647,040 | 32,950,537 |
Common Stock, Shares, Outstanding | 33,647,040 | 32,950,537 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Net Sales | $33,439,373 | $1,343,375 |
Cost of Sales | 27,529,559 | 950,609 |
Gross Profit | 5,909,814 | 392,766 |
Operating Expenses: | ' | ' |
Salaries and wages | 4,047,298 | 278,214 |
Professional fees | 915,895 | 196,544 |
Director and related party consulting | 186,758 | 116,250 |
Depreciation and amortization | 695,187 | 65,233 |
General and administrative expenses | 1,494,317 | 150,226 |
Total Operating Expenses | 7,339,455 | 806,467 |
Loss From Operations | -1,429,641 | -413,701 |
Other Income (Expenses): | ' | ' |
Interest expense | -458,211 | -13,790 |
Amortization of deferred financing | -351,370 | 0 |
Amortization of beneficial conversion feature | -1,748,436 | 0 |
Amortization of debt discount | -790,375 | 0 |
Other income | 52,021 | ' |
Loss Before Provision For Income Tax | -4,726,012 | -427,491 |
Income tax benefit | 62,614 | 0 |
Net Loss | -4,663,398 | -427,491 |
Net income attributable to non-controlling interest | 104,663 | 0 |
Net Loss Attributable To Staffing 360 Solutions, Inc. | -4,768,061 | -427,491 |
Other Comprehensive Loss | ' | ' |
Foreign exchange translation | -17,789 | 0 |
Comprehensive Loss | ($4,681,187) | ($427,491) |
Earnings Per Share, Basic and Diluted (in per share) | ($0.14) | ($0.03) |
Weighted Average Shares Outstanding - Basic And Diluted (in shares) | 33,299,130 | 12,869,973 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($4,663,398) | ($427,491) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ' | ' |
Depreciation | 38,450 | 2,750 |
Amortization of intangible | 655,579 | 62,483 |
Amortization of deferred financing costs | 351,370 | 0 |
Amortization of debt discount | 790,375 | 0 |
Amortization of beneficial conversion feature | 1,748,436 | 0 |
Change in fair value of goodwill | -81,149 | 0 |
Stock based compensation | 147,204 | 2,667 |
Shares issued for debt restructuring | 69,800 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,841,321 | -76,322 |
Prepaid expenses | 98,101 | -4,508 |
Deferred finance costs | -147,095 | 0 |
Other assets | 6,869 | 0 |
Accounts payable and accrued expenses | 606,911 | -31,851 |
Accounts payable and accrued expenses - related parties | -43,580 | 62,798 |
Accrued payroll and taxes | 322,050 | 0 |
Other current liabilities | -36,388 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | -1,977,786 | -409,474 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Payment towards earn-out | -128,021 | -65,040 |
Repayment due to sellers | -1,308,009 | 0 |
Purchase of fixed assets | -53,844 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | -1,489,874 | -65,040 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from convertible notes payable | 100,000 | 0 |
Proceeds due to shareholder | 0 | 155,000 |
Repayment of convertible notes payable | -300,000 | 0 |
Proceeds from promissory notes payable | 1,280,000 | 0 |
Repayment of promissory notes payable | -1,350,275 | ' |
Proceeds from accounts receivable financing | 2,142,330 | 72,549 |
Proceeds from pipe financing | 0 | 215,000 |
Proceeds from sale of convertible bonds | 1,060,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,932,055 | 442,549 |
NET DECREASE IN CASH | -535,605 | -31,965 |
Effect of variation of exchange rate on cash held in foreign currency | -1,163 | 0 |
CASH - beginning of period | 1,324,711 | 262,822 |
CASH - end of period | 787,943 | 230,857 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Cash paid for: Interest | 53,782 | 0 |
Cash paid for: Income taxes | 0 | 0 |
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Issuance of common stock from common stock to be issued | 0 | 177,789 |
Issuance of common stock for proceeds from private placement | 0 | 350,000 |
Conversion of a convertible note payable | 600,000 | 0 |
Conversion of interest related to a convertible note payable | 11,868 | 0 |
Equity consideration for issuance of debt | 277,374 | 0 |
Shares issued to placement agent | 19,895 | 0 |
Beneficial conversion feature in relation to issuance of debt | $567,552 | $0 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS | |
Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation (“Golden Fork”), which change its name to Staffing 360 Solutions, Inc., trading symbol – “STAF”, on March 16, 2012. | |
On July 31, 2012, the Company formed Staffing 360 Alliance, Inc. (“Staffing Alliance”), a wholly-owned subsidiary, incorporated in the State of Nevada. For a short period of time, Staffing Alliance had operations in the staffing sector. In February 2014, Staffing Alliance ceased operations. | |
On April 26, 2013, the Company purchased 100% of the issued and outstanding stock of The Revolution Group, Ltd. (“TRG”). The aggregate consideration paid to the TRG shareholders was $2,509,342 (the “TRG Purchase Price”), payable as cash at closing, issuing Common Stock of the Company and a percentage of future gross profits. As a result of the Acquisition, TRG became a wholly-owned subsidiary of the Company and now operates under the name “Cyber 360 Solutions”. (See Note 13). | |
On June 28, 2013, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada (the “2013 Amendment”), whereby increasing the number of shares of Common Stock that the Company is authorized to issue from 75,000,000 to 200,000,000. The 2013 Amendment also allowed the Company to issue 20,000,000 shares of blank check preferred stock, having such rights, designations, preferences and privileges as the Board of Directors determines from time to time in their sole discretion. | |
On November 4, 2013, the Company purchased 100% of the issued and outstanding Common Stock (the “CSI Acquisition”) of Control Solutions International, Inc. (“CSI”), a Florida corporation and its wholly owned subsidiary, Canada Control Solutions International, Inc., an Ontario, Canada corporation (“CCSI”) pursuant to a Stock Purchase Agreement dated August 14, 2013 by and among the Company, NewCSI, Inc., a Delaware corporation (“NCSI”), and the shareholders of NCSI. The aggregate consideration paid for the CSI Acquisition was $3,530,454, payable as cash at closing, issuing Common Stock of the Company and a percentage of future gross profits. As a result of the Acquisition, CSI became a wholly-owned subsidiary of the Company. (See Note 13). | |
On January 3, 2014, the Company purchased 100% of the issued and outstanding Common Stock (the “Initio Acquisition”) of Initio International Holdings Limited (“Initio”), a company organized under the laws of England and Wales and its respective subsidiaries, including but not limited to Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe,” and together with all of Initio’s subsidiaries, the “Subsidiaries”). The aggregate consideration paid for the Initio Acquisition was $13.29 million, payable with cash at closing, issuing Common Stock of the Company and promissory notes. As a result of the Acquisition, Initio and its Subsidiaries became wholly-owned subsidiaries of the Company. Initio was renamed Staffing 360 Solutions (UK) Limited (“Staffing UK”). (See Note 13). | |
Initio is a U.K. domiciled full-service staffing company with established brands in the United Kingdom and United States. Initio’s U.K. division, Longbridge, was established in 1989 as an international multi-sector recruitment company with a long history of success catering to the sales and marketing, technology, legal and IT solutions sectors. Initio’s U.S. division, Monroe, was established in 1969 as a full-service consulting and staffing agency serving companies ranging from Fortune 100 to new start-up organizations. Monroe has 14 offices throughout Connecticut, Massachusetts, Rhode Island, New Hampshire and North Carolina. | |
Upon closing of the Initio Acquisition, certain of the Initio shareholders were appointed to the Company’s Board of Directors and entered into employment agreements with the Company and/or one of its subsidiaries. | |
On February 28, 2014, the Company, through its wholly owned subsidiary, Staffing UK, purchased substantially all of the business and certain assets, including but not limited to contracts, business information, records, book debt and goodwill (the “Poolia Acquisition”) of Poolia UK Ltd. (“Poolia UK”). The aggregate consideration paid for the Poolia Acquisition was £500,000 (the “Fixed Consideration”), plus an amount equal to the net asset value at the completion date of the acquisition (the “NAV Consideration,” together with the Fixed Consideration, collectively, the “Poolia Purchase Price”). The Fixed Consideration and a sum of £250,000, being an advance payment of the NAV Consideration, was paid in cash at closing. The balance of the NAV Consideration was to be paid subsequently by the Company to Poolia UK Ltd. for total consideration of $1,626,266. (See Note 13) | |
On May 17, 2014, the Company purchased 100% of the issued and outstanding Common Stock of PeopleSERVE, Inc., a Massachusetts corporation (“PSI”), and 49% of the issued and outstanding Common Stock of PeopleSERVE PRS, Inc., a Massachusetts corporation (“PRS”, together with PSI, collectively the “Acquired Companies” or “PS”), pursuant to a Stock Purchase Agreement (the “PS Purchase Agreement”) dated May 17, 2014, by and among the Company, the Acquired Companies and the sole owner (“PS Seller”) of all of the issued and outstanding Common Stock of the Acquired Companies. | |
In connection with the purchase of the Acquired Companies, the Company agreed to pay to PS Seller an aggregate purchase price (the “PS Purchase Price”) of approximately $8.4 million based upon a formula in the PS Purchase Agreement. Immediately prior to the closing, the PS Seller provided the Company with a certificate setting forth the Seller’s good faith estimate of (i) the Purchase Price (the “Estimated Purchase Price”), including the calculation of the Adjusted EBITDA of each Acquired Company for the twelve (12) fiscal months period ending April 26, 2014, and (ii) the Net Working Capital. | |
At the PS closing, the Company paid to the PS Seller the PS Purchase Price as follows: (i) cash in the amount of $2,705,675; (ii) restricted shares of the Company’s Common Stock, based on the closing price of $1.93 on the date of date of purchase, or 1,127,365 shares of Common Stock for a total fair value of $2,175,814; (iii) an unsecured promissory note with an initial principal amount equal to $2,367,466; (iv) pursuant to the terms of the PS Purchase Agreement, the PS Seller is entitled to receive from the Acquired Companies all of the Net Working Capital as of the Closing Date valued at $1,138,153, and the Company and the Acquired Companies shall have no right to, or obligations with respect to, such Net Working Capital, except as otherwise set forth in the PS Purchase Agreement. | |
The PS Purchase Price was subject to a Post-Closing Purchase Price Adjustment within sixty (60) days of the Closing Date, based on audited financial statements for each of the Acquired Companies. Upon receipt of such audited financial statements, the Company will prepare and deliver to Seller a certificate that sets forth the Company’s determination of (i) the PS Purchase Price, including the calculation of the Adjusted EBITDA of each Acquired Company for the audited period and (ii) the calculation of the Net Working Capital. Once the Company and the PS Seller have agreed on the final financial statements as disclosed above, the PS Purchase Price shall be adjusted based on the PS Purchase Price Adjustment Amount, which means an amount equal to the finally determined PS Purchase Price as shown in the final financial statements minus the amount of the Estimated Purchase Price. In the event the PS Purchase Price is adjusted, the difference will either be paid to the Seller or returned to the Company, as the case may be, in the same percentages of cash, shares of Common Stock and Promissory Note as the PS Purchase Price paid on the Closing with a one-time payment by the appropriate party to catch-up on principal payments previously made under the Promissory Note. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended | ||
Aug. 31, 2014 | |||
Going Concern [Abstract] | ' | ||
Going Concern Disclosure [Text Block] | ' | ||
NOTE 2 – GOING CONCERN | |||
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. As of August 31, 2014, the Company had a working capital deficiency of $10,102,694 and had an accumulated deficit of $21,105,179, and for the three months ended August 31, 2014 had net loss and net cash used in operations of $4,663,398 and $1,977,786, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern and the outcome of these uncertainties cannot be predicted. | |||
Currently, the Company does not have sufficient working capital to fund the expansion of its operations and to provide the working capital necessary for its ongoing operations and obligations. The Company will need to raise significant additional capital to fund its operating expenses, pay its obligations, and acquire additional entities. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plan to continue as a going concern includes raising capital through increased gross margin by driving organic sales growth and well executed strategic acquisitions, managing and reducing operating and overhead costs, and conducting additional financings through debt and equity transactions to fund working capital and acquire additional entities. The Company anticipates it will require $4.0 million over the next twelve months for working capital purposes; this amount does not include capital needed to fund additional acquisitions or re-pay outstanding debt. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon the management’s ability to successfully secure additional sources of financing and attain profitable operations. Management also cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. (See Note 14 – Subsequent Events) | |||
If management is unsuccessful in the execution of its aforementioned plans to address issues which create substantial doubt about its ability to continue as a going concern, the Company may be forced to take one of the following actions: | |||
⋅ | Liquidate its assets at distressed prices and/or | ||
⋅ | File for reorganization and/or | ||
⋅ | File for bankruptcy protection. | ||
Any of the above scenarios will decrease stockholder value significantly and may result in the value of the Company’s securities becoming worthless. | |||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Significant Accounting Policies [Text Block] | ' | |||||||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Interim Financial Statements | ||||||||
These unaudited condensed consolidated financial statements as of and for the three (3) months ended August 31, 2014 and 2013, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. | ||||||||
These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended May 31, 2014 and 2013, respectively, which are included in the Company’s May 31, 2014 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on September 15, 2014. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) months ended August 31, 2014 are not necessarily indicative of results for the entire year ending May 31, 2015. | ||||||||
Year End and Principles of Consolidation | ||||||||
These unaudited condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles (“GAAP”) in the United States, and are expressed in U.S. dollars. The Company’s consolidated fiscal year-end is May 31. Some of the Company’s subsidiaries have varying year-ends. | ||||||||
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. As described below, the Company consolidates PRS, an entity of which it owns 49%, since the Company is deemed to be the primary beneficiary of this entity. All significant inter-company transactions are eliminated. | ||||||||
Variable Interest Entities | ||||||||
Current accounting guidance provides a framework for identifying a Variable Interest Entity (“VIE”) and determining when a company should include the assets, liabilities, non-controlling interests, and results of activities of the VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and non-controlling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. On May 17, 2014, the Company purchased 49% of the issued and outstanding Common Stock of PRS. Pursuant to ASC 810, PRS is deemed to be a variable interest entity since the Company is the primary beneficiary of PRS. Accordingly, the Company consolidates the results of PRS. | ||||||||
Non-controlling Interests | ||||||||
Non-controlling interests in our subsidiaries are recorded in accordance with the provisions of ASC 810 “Consolidation”, and are reported as a component of equity, separate from the parent company’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interests are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. | ||||||||
Use of Estimates | ||||||||
The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation, impairment testing, earn-out liabilities, stock-based compensation and deferred income tax assets valuation allowances. Estimates are based on estimates and assumptions on current facts, historical experience and various other factors that are believed 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 may differ materially and adversely from estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the three months ended August 31, 2014 and 2013, respectively, include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations and testing of long-lived assets for impairment. | ||||||||
In recording the initial purchase accounting for previous acquisitions estimates of the fair value of identifiable intangible assets and goodwill were reflected in the Company’s interim financial statements. Upon retaining the services of an independent valuation consultant, the allocations previously estimated were revised and the results of the independent valuation consultant were retroactively reflected in the Company’s consolidated financial statements for the fiscal year ended May 31, 2014. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at August 31, 2014 or 2013. | ||||||||
Accounts Receivable | ||||||||
Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive collection effort. At August 31, 2014 and 2013, the Company had an allowance for doubtful accounts of $573,573 and $0, respectively. | ||||||||
Income Taxes | ||||||||
The Company is governed by the Income Tax Law of the United States. The Company utilizes ASC Topic 740, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | ||||||||
The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. | ||||||||
The U.K. entities are domiciled in the U.K. and file their tax returns in those jurisdictions. | ||||||||
Foreign Currency Translation | ||||||||
Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations. | ||||||||
Amortization of Deferred Financing Costs | ||||||||
Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of August 31, 2014 and 2013, amortization expense of deferred financing costs totaled $351,370 and $0, respectively. | ||||||||
Business Combinations | ||||||||
In accordance with Accounting Standards Codification 805, "Business Combinations" ("ASC 805") the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance. | ||||||||
Fair Value of Financial Instruments | ||||||||
In accordance with Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. | ||||||||
ASC 820 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | ||||||||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | |||||||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | |||||||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | |||||||
The Company did not have any Level 2 or Level 3 assets or liabilities as of August 31, 2014 or 2013, with the exception of its convertible notes payable (See Note 5), promissory notes (See Note 6), bonds payable (See Note 7) and its earn out liabilities (See Note 13). | ||||||||
Cash is considered to be highly liquid and easily tradable as of August 31, 2014 and 2013 and therefore classified as Level 1 within our fair value hierarchy. | ||||||||
Accounting Standards Codification 825-10-25, “Fair Value Option” (ASC 825-10-25) expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | ||||||||
Convertible Instruments | ||||||||
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for “Accounting for Derivative Instruments and Hedging Activities.” | ||||||||
Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” | ||||||||
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | ||||||||
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. | ||||||||
Revenue Recognition | ||||||||
Cyber 360 Solutions: The Company derives its revenues from three segments: contingent staffing, permanent placement staffing, and consulting. The Company recognizes revenue in accordance with ASC Topic 605-45 “Revenue Recognition – Principal Agent Considerations.” The Company records revenue on a gross basis. The Company has concluded that the gross reporting is appropriate because the Company (i) has the duty of identifying and hiring qualified employees, (ii) uses its judgment to select the employees and establish their price, and (iii) bears the risk for services that are not fully paid by the customers. Pursuant to the guidance of ASC 605, the Company recognizes revenue when an arrangement exists, services have been rendered, the purchase price is fixed or determinable and collectability is reasonable assured. | ||||||||
· | Contingent staffing and consulting: Contingent staffing and consulting revenues are recognized when the services are rendered by the Company’s contingent employees and consultants. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. | |||||||
· | Permanent placement staffing: Permanent placement staffing revenues are recognized when employment candidates typically start their first day of work. The Company offers a 30/60/90 day guarantee. If the employee is terminated or leaves voluntarily during this period, a pro-rated refund is provided. The Company has a substantial history of estimating the effect of permanent placement candidates who do not remain with its client through the guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. | |||||||
Control Solutions International Inc.: The Company recognizes revenues primarily on a time and materials basis as the services are performed and amounts are earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are rendered, fees are fixed or determinable, and collectability is reasonably assured. | ||||||||
· | Revenue earned in excess of billings are recorded as unbilled accounts receivable until billed. Billings in excess of revenues earned are recorded as advanced billings until revenue recognition criteria are met. Deposits and prepayments from customers are carried as deferred revenue until the requirements for revenue recognition are met. | |||||||
· | Reimbursements, including those relating to travel, other out-of-pocket expenses and third-party costs, are included in revenues. The related reimbursable expenses are included in cost of revenue. | |||||||
Staffing 360 Solutions (UK) Limited: The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
Poolia (UK) Limited: The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
PeopleSERVE, Inc. and PeopleSERVE PRS, Inc.: The Company recognizes revenues from the sale of staffing services as the services are performed, along with related labor costs and payroll taxes. The Company recognizes revenue for permanent employee placements when contractual contingencies, generally the passage of time, are satisfied. The Company’s revenue recognition policies comply with ASC 605, “Revenue Recognition.” The Company is the primary obligor in its transactions, and has responsibility for fulfillment, including the acceptability of services ordered and purchased by customers. In addition, the Company has all credit risk, retains substantially all risk and rewards of the services rendered, has sole discretion in staffing engagements and sets the billing rates of its consultants. Accordingly, the Company records all transactions at the gross revenue amount billed, consistent with the provisions of ASC 605. Typically, contracts require clients to pay for out-of-pocket expenses, principally travel related expenses. Accordingly, revenue includes amounts billed for these costs and the cost of revenue includes the corresponding actual costs. The Company provides certain customers a 5.0% discount on certain contracts if paid within 30 days of the invoice date. Accounts receivable result from services provided to clients. The Company carries its accounts receivable at net realizable value. At the closing of the Company’s fiscal period, a portion of receivables may not be invoiced. These unbilled receivables are typically billed within thirty days of the close of the fiscal period. | ||||||||
Stock-Based Compensation | ||||||||
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. | ||||||||
Earnings (Loss) per Common Share | ||||||||
The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings per Share." Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of August 31, 2014 and 2013 have been excluded from the per share computations, since its inclusion would be anti-dilutive: | ||||||||
For the Three Months Ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
Convertible notes issued | - | 123,969 | ||||||
Convertible Bonds - Series A | 3,927,886 | - | ||||||
Convertible promissory notes | 1,212,230 | - | ||||||
Warrants | 8,446,218 | 897,230 | ||||||
Options | 2,225,000 | - | ||||||
Total | 15,811,334 | 1,021,199 | ||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: | ||||||||
Computers | 4 Years | |||||||
Computer Equipment | 4 Years | |||||||
Network Equipment | 3 Years | |||||||
Software | 3-8 Years | |||||||
Office Equipment | 7 Years | |||||||
Furniture and Fixtures | 7 Years | |||||||
Leasehold Improvements | 7 Years | |||||||
Amortization of leasehold improvements is computed using the straight-line method over the shorter of the life of the lease or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. | ||||||||
Impairment of Long-Lived Assets | ||||||||
In accordance with ASC 360 “Property, Plant, and Equipment,” we periodically review our long-lived assets, including goodwill and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. | ||||||||
Goodwill | ||||||||
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350-30-35-4 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. During the fiscal years 2014 and 2013, the Company impaired $2,700,255 and $0, respectively, of goodwill associated with the Cyber 360 and Control Solutions, Inc. acquisitions. The Company did not record any additional impairment during the three months ended August 31, 2014. | ||||||||
Intangible Assets | ||||||||
In connection with the acquisition of TRG (See Note 13), the Company identified and recognized an intangible asset of $1,054,801 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. TRG customer relationships were valued based on the discounted cash flow method applied to projected future cash flows as estimated by Company management. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at May 31, 2014 was $823,567. An impairment was necessary as of May 31, 2014. The Company fully impaired trade name, customer relationships and employment agreements/non-competes valued at $823,567, resulting in a net intangible asset balance of $0. | ||||||||
In connection with the acquisition of CSI (See Note 13), the Company identified and recognized an intangible asset of $912,000 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. CSI customer relationships were valued based on the discounted cash flow method. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. An impairment was necessary as of May 31, 2014. The Company impaired trade name, customer relationships and employment agreements/non-competes valued at $10,025. The intangible asset balance, after impairment and net of accumulated amortization, at August 31, 2014 and May 31, 2014 was $748,771 and $794,321, respectively. | ||||||||
In connection with the acquisition of Staffing 360 Solutions (UK) (See Note 13), the Company identified and recognized an intangible asset of $10,050,000 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. Staffing UK customer relationships were valued based on an estimate of the discounted cash flow method applied to projected future cash flows. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $8,910,456 and $9,337,785, respectively. In addition, the Company recognized intangible assets of $261,465 upon acquisition of Staffing 360 Solutions (UK). In total the intangible assets balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $9,171,920 and $9,599,250, respectively. | ||||||||
In connection with the acquisition of Poolia UK (See Note 13), the Company identified and recognized an intangible asset of $465,321 representing customer relationships and employment agreements/non-competes. The assets are being amortized on a straight line basis over the estimated life of four years. Poolia UK customer relationships were valued based on an estimate of the discounted cash flow method. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $407,156 and $436,238, respectively. | ||||||||
In connection with the acquisition of PeopleSERVE, Inc. and PeopleSERVE PRS, Inc. (See Note 13), the Company identified and recognized an intangible asset of $2,999,100 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. PS customer relationships were valued using the discounted replacement cost approach. This method is based on acquisition costs invested to attract each customer and relied on actual selling costs incurred and allocated to new customer generation over the preceding four years. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $2,819,878 and $2,973,497, respectively. | ||||||||
Reclassifications | ||||||||
Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. | ||||||||
Forward Stock Split | ||||||||
The Company effected a one-for-three forward stock split on April 13, 2013. Following the forward split, the Company’s issued and outstanding shares of Common Stock increased from 2,540,000 to 7,620,000. All share and per share information has been retroactively adjusted to reflect this forward stock split. | ||||||||
Recent Accounting Pronouncements | ||||||||
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statement presentation or disclosures upon adoption. | ||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
NOTE 4 - PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consists of the following: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Computer software | $ | 110,500 | $ | 113,615 | ||||
Office equipment | 38,098 | 38,098 | ||||||
Computer Equipment | 248,531 | 216,581 | ||||||
Furniture and fixtures | 108,433 | 105,637 | ||||||
Website | 46,830 | 32,117 | ||||||
Leasehold improvements | 35,593 | 28,093 | ||||||
Total Cost | 587,985 | 534,141 | ||||||
Accumulated depreciation | -117,985 | -79,535 | ||||||
Total | $ | 470,000 | $ | 454,606 | ||||
Depreciation and amortization expense for the three months ended August 31, 2014 and 2013 was $38,450 and $2,750, respectively. | ||||||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ' | |||||||
Convertible Notes Disclosure [Text Block] | ' | |||||||
NOTE 5 - CONVERTIBLE NOTES PAYABLE | ||||||||
Convertible notes consist of the following as of: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Convertible promissory notes (unsecured): On March 5, 2012, May 4, 2012, August 13, 2012, August 20, 2012, September 14, 2012, October 4, 2012 and January 17, 2013, the Company issued Notes in the principal amounts of $50,000, $200,000 and $70,000, $30,000, $50,000 and $25,000 (the “Notes”), respectively, totaling $425,000. The Notes bear interest at the rate of 12% per annum and were due on February 20, 2013. Note holders totaling $375,000 extended their maturity dates to July 20, 2013 and one note holder totaling $50,000 extended the maturity date to June 15, 2013. Interest accrued and was payable on the last day of every fiscal quarter commencing on the first calendar quarter subsequent to the respective Note date and ending on the maturity date. The Company did not have the right to pre-pay these notes. On May 31, 2013, Notes totaling $375,000 and accrued interest of $39,054 were converted to Common Stock at a price equal to 50% of the securities sold in the private offering dated April 19, 2013. The unit price of the securities sold in the private offering totaled $0.90. In addition, on October 30, 2013, Notes totaling $50,000 and accrued interest of $4,274 were converted to Common Stock at a price equal to 50% of the securities sold in the private offering dated April 19, 2013 and as a result issued 920,120 shares of Common Stock. The unit price of the securities sold in the private offering totaled $0.90. During the year ended May 31, 2014, the Company issued a total of 120,609 shares (111,111 for $50,000 principal portion and 9,498 shares for $4,274 of accrued interest.) | ||||||||
Beginning balance | $ | - | $ | 50,000 | ||||
Fair value of shares issued for conversion of convertible notes payable | - | -50,000 | ||||||
Ending balance | $ | - | $ | - | ||||
From April 21, 2014 through May 27, 2014, the Company also conducted a note offering, whereby the Company raised approximately $950,000 from 2 accredited investor through the issuance of five (5) short-term 12% convertible promissory notes (the “April Notes”). The purchaser of the April Notes received an aggregate of 190,000 shares of restricted Common Stock. The April Notes are due and payable upon demand by the holder with advance written notice fifteen (15) days prior to the desired payment date. Commencing on dates ranging from July 15, 2014 to August 1, 2014, the holder is entitled to receive shares ranging from an additional 2,500 to 5,000 shares of the Company’s restricted Common Stock per $100,000 note payable in arrears per month that any principal amount or interest remains outstanding under the note. The holder of the April Notes may convert, at its sole election, the principal amount and any accrued but unpaid interest due under the April Notes into restricted shares of Common Stock at a price of $1.50 per share. | ||||||||
On July 14, 2014, the Company amended and restated a $250,000, 12% promissory note dated April 22, 2014. The promissory note, remaining balance of $100,000, which had a maturity date of July 14, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. In addition, on July 14, 2014, the Company amended and restated a $200,000, 12% promissory note dated May 27, 2014. The promissory note, which had a maturity date of July 14, 2014, became due upon demand. In addition, the note holder will receive 2,500 Common Stock shares monthly for every $100,000 invested. | ||||||||
On July 31, 2014, the Company amended and restated a $200,000, 12% promissory note dated April 21, 2014. The promissory note, which had a maturity date of July 31, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. In addition, on July 31, 2014, the Company amended and restated a $100,000, 12% promissory note dated April 22, 2014. The promissory note, which had a maturity date of July 31, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. Also on July 31, 2014, the Company amended and restated a $200,000, 12% promissory note dated May 2, 2014. The promissory note, which had a maturity date of July 31, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. | ||||||||
From May 14, 2014 through May 19, 2014, the Company conducted an additional note offering whereby the Company raised approximately $600,000 from five (5) accredited investors through the issuance of five (5) short-term twelve percent (12%) convertible promissory notes (the “May Notes”). The May Notes were payable upon the earlier of (i) completion of the Company’s convertible bond offering, (ii) completion of the Company’s senior debt facility, or (iii) July 14, 2014. The purchasers of the May Notes received an aggregate of 120,000 shares of restricted Common Stock. The holders of the May Notes were entitled to convert, at their sole election, the principal amount and any accrued but unpaid interest due under the May Notes into restricted shares of Common Stock at a price of $1.50 per share. On July 14, 2014, all five (5) of the holders of the May Notes converted $600,000 of principal into 400,000 shares of Common Stock and $11,868 of accrued interest into 7,912 shares of Common Stock. | ||||||||
On May 27, 2014, the Company conducted an additional note offering whereby the Company raised approximately $50,000 from one accredited investor through the issuance of a short-term twelve percent (12%) convertible promissory note (the “May 27 Note”). The May 27 Note was payable upon the earlier of (i) completion of the Company’s convertible bond offering, (ii) completion of the Company’s senior debt facility or (iii) July 12, 2014. The purchasers of the May 27 Note received an aggregate of 10,000 shares of restricted Common Stock. The holder of the May 27 Note was entitled to convert, at his sole election, the principal amount and any accrued but unpaid interest due under the May 27 Note into restricted shares of Common Stock at a price of $1.50 per share. On July 25, 2014, the Company repaid the May 27 Note, including all accrued and unpaid interest. | ||||||||
In connection with the May 27, 2014 Note, and pursuant to that certain placement agent agreement, dated January 23, 2014, between the Company and Corinthian Partners (“Corinthian”), the Company paid Corinthian, in connection with the introduction of the investor to the Company, a cash fee of $5,000 and issued 1,000 shares of Common Stock. | ||||||||
On June 22, 2014, the Company conducted an additional note offering whereby the Company raised approximately $100,000 from one accredited investor through the issuance of a short-term 12% convertible promissory note (the “June Note”). The June Note is payable upon the earlier of (i) completion of the Series A Bond Offering, (ii) completion of the Company’s senior debt facility, or (iii) eight (8) weeks from the original issuance date of the June Note. The holder of the June Note received 20,000 shares of restricted Common Stock. The holder of the June Note may convert, at his sole election, the principal amount and any accrued but unpaid interest due under the June Note into restricted shares of Common Stock at a price of $1.50 per share. In August 2014 this note was fully paid in cash. As a result of the issuance of 20,000 restricted shares, the Company recorded a debt discount of $28,876 and a beneficial conversion feature of $64,210. For the three months ended August 31, 2014, the Company recorded amortization totaling $1,072,914. | ||||||||
For the fiscal year ended May 31, 2014, the Company issued 320,000 restricted shares in relation to the April Notes, May Notes, and May 27 Notes. As a result, the Company recorded a debt discount of $442,035 and amortization of $116,289. The Company also recorded a beneficial conversion feature of $879,035 and related amortization of $224,952. As of May 31, 2014, $1,600,000 in principal remained outstanding net of the remaining debt discount of $979,825, for a net loan balance of $620,172. | ||||||||
Cumulatively, the Company recorded $470,911 in debt discount and a total beneficial conversion feature of $943,244 in relation to the April Notes, May Notes, May 27 Notes and June Note. In addition, the Company recorded amortization totaling $1,414,155. The Company repaid $300,000 and converted $600,000 in principal. As of August 31, 2014, the debt discount and beneficial conversion feature were fully amortized resulting in a net loan balance of $800,000. | ||||||||
Beginning balance | $ | 1,600,000 | $ | - | ||||
Proceeds | 100,000 | 1,600,000 | ||||||
Repayment of loans | -300,000 | - | ||||||
Conversion of loans | -600,000 | - | ||||||
Debt discount for restricted stock and beneficial conversion feature for convertible notes payable – net of accumulated amortization of $1,414,155 and $341,241, respectively | - | -979,828 | ||||||
Net balance | $ | 800,000 | $ | 620,172 | ||||
PROMISSORY_NOTES
PROMISSORY NOTES | 3 Months Ended | |||||||||
Aug. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Debt Disclosure [Text Block] | ' | |||||||||
NOTE 6 – PROMISSORY NOTES | ||||||||||
Promissory notes – short-term consisted of the following: | ||||||||||
August 31, | May 31, | |||||||||
2014 | 2014 | |||||||||
(Unaudited) | ||||||||||
Beginning balance | $ | - | $ | - | ||||||
Proceeds | 1,280,000 | 340,000 | ||||||||
Payments | -955,716 | -340,000 | ||||||||
Debt discount (Net of accumulated amortization of $74,355 and $61,026, respectively) | - | - | ||||||||
324,284 | - | |||||||||
Promissory notes – Staffing 360 Solutions (UK) | 789,155 | 789,136 | ||||||||
Promissory notes – PeopleSERVE | 789,155 | 789,155 | ||||||||
Total Promissory Notes – Short-term | $ | 1,902,594 | $ | 1,578,291 | ||||||
Promissory notes – long-term consisted of the following: | ||||||||||
August 31, | May 31, | |||||||||
2014 | 2014 | |||||||||
(Unaudited) | ||||||||||
Promissory notes – Staffing 360 Solutions (UK) | ||||||||||
Beginning balance | $ | 3,616,874 | $ | 3,964,940 | ||||||
Payments | -197,305 | -348,066 | ||||||||
3,419,569 | 3,616,874 | |||||||||
Less current portion | -789,115 | -789,136 | ||||||||
2,630,454 | 2,827,738 | |||||||||
Promissory note – PeopleSERVE | ||||||||||
Beginning balance | 2,367,466 | 2,367,466 | ||||||||
Payment | -197,289 | - | ||||||||
2,170,177 | 2,367,466 | |||||||||
Less current portion | -789,155 | -789,155 | ||||||||
1,381,022 | 1,578,311 | |||||||||
Total Promissory Notes – Long-term | $ | 4,011,476 | $ | 4,406,049 | ||||||
Short-term promissory notes: Pursuant to the promissory note agreements dated September 27, 2013, October 18, 2013 and October 28, 2013, the Company issued notes in the amount of $40,000, $200,000 and $100,000, respectively. The promissory notes bear interest at the rate of twelve percent (12%) per annum and were due at the earlier of the completion of the Company’s $1.5 million bridge financing or 90 days from the date of the note. As additional consideration, the note holders received an aggregate of 25,000 shares of Common Stock for each $100,000 invested or a prorated portion thereof. The Company issued 85,000 common shares. As a result of the share issuance, the Company recorded a debt discount of $61,026 and amortization of $61,026. On November 12, 2013 and November 19, 2013, the Company re-paid $300,000 in principal and $3,189 in interest. On March 21, 2014, the Company repaid $40,000 in principal and $1,933 in interest. As of May 31, 2014, all principal and interest has been paid. | ||||||||||
In June, 2014, the Company issued a promissory note in the amount of $100,000 to a company owned by Robert Mayer, a director and shareholder of the Company. The promissory note was non-interest bearing and due upon demand. The Company issued 5,000 shares to the note holder as additional consideration. This note was paid in full in June 2014. | ||||||||||
In July 2014, the Company issued three non-interest bearing promissory notes in the aggregate amount of $280,000 to three related parties. The promissory notes were due upon demand. The first note was issued on July 16, 2014 to Trilogy Capital Partners, which is owned by the Company’s President, Alfonso J. Cervantes, in the amount of $30,000. This note was repaid in full on July 25, 2014. The second note was issued on July 17, 2014 to Jeff Mitchell, the Company’s CFO, in the amount of $150,000. The Company issued 10,000 Common Stock shares to Mr. Mitchell as additional consideration. This note was repaid in full on July 25, 2014. The third note was issued on July 8, 2014 to a company owned by Robert Mayer, a director and shareholder of the Company, in the amount of $100,000. The Company issued 7,000 shares to the note holder as additional consideration. This note was paid in full on July 29, 2014. | ||||||||||
In August 2014, the Company issued a non-interest bearing promissory note in the amount of $125,000 to a company owned by Robert Mayer, a director and shareholder of the Company. The promissory note is due upon demand. The Company issued 7,500 shares to the note holder as additional consideration. This note was fully paid on August 28, 2014. | ||||||||||
In July and August 2014, the Company issued promissory notes to Sterling National bank for consideration totaling $625,000. The notes bear interest at 18% per annum and are due upon demand. As of August 31, 2014, the Company has repaid $450,733 in principal and $4,066 in interest. The balance outstanding as of August 31, 2014 amounted to $174,267. | ||||||||||
In August 2014, the Company issued a non-interest bearing promissory note in the amount of $150,000 to Barry Cervantes, a brother of the Company’s President, Alfonso J. Cervantes. The promissory note is due upon demand. The Company issued 15,000 shares to Barry Cervantes as additional consideration. This note remains outstanding as of August 31, 2014. | ||||||||||
As a result of the 44,500 shares issued as additional consideration, the Company recorded a debt discount of $74,355. These notes are due on demand and as such the debt discount is fully amortized immediately. | ||||||||||
Promissory notes - Staffing 360 Solutions (UK): Pursuant to the purchase of Staffing 360 Solutions (UK), the Company executed and delivered to the Staffing 360 Solutions (UK) shareholders a three (3) year promissory note (the “Initio Promissory Notes”) in the aggregate principal amount of $3,964,949 to the shareholders of Staffing 360 Solutions (UK). Each Initio Promissory Note bears interest at the rate of six (6%) percent per annum and is amortizes over a five (5) year, straight line basis. As of August 31, 2014, the Company has repaid $545,350 in principal ($348,066 during the year ended May 31, 2014 and $197,284 during the three months ended August 31, 2014). The remaining principal balance outstanding is $3,419,590. During the three (3) months ended August 31, 2014, the Company recorded $52,869 of interest expense and paid accrued interest totaling $53,782. | ||||||||||
The future payments related to the Staffing 360 (UK) promissory notes for the next three fiscal years is as follows: | ||||||||||
Year | Amount | Twelve months | Amount | |||||||
ended | ended | |||||||||
May 31, | August 31, | |||||||||
2015 | $ | 789,136 | 2015 | $ | 789,136 | |||||
2016 | $ | 789,136 | 2016 | $ | 789,136 | |||||
2017 | $ | 2,038,602 | 2017 | $ | 1,841,297 | |||||
Total | $ | 3,616,874 | Total | $ | 3,419,569 | |||||
Brendan Flood, a related party and the Company’s Executive Chairman was a shareholder of Staffing 360 Solutions (UK), and was issued a three (3) year promissory note. Mr. Flood’s portion of the $3,964,949 aggregate principal amount totaled $2,064,880. Mr. Flood has been paid $275,317 in principal and $71,662 in interest from the inception of this loan through August 31, 2014. As of August 31, 2014, the balance due to Mr. Flood amounted to $1,789,563 and $4,707 in principal and interest, respectively. | ||||||||||
In addition, Matt Briand, a related party and the Company’s Chief Executive Officer was a shareholder of Staffing 360 Solutions (UK), was issued a three (3) year promissory note. Mr. Briand’s portion of the $3,964,949 aggregate principal amount totaled $1,115,144. Mr. Briand has been paid $148,686 in principal and $38,652 in interest from the inception of this loan through August 31, 2014. As of August 31, 2014, the balance due to Mr. Briand amounted to $966,458 and $2,542 in principal and interest, respectively. | ||||||||||
Promissory note - PeopleSERVE: Pursuant to the purchase of PeopleSERVE, the Company executed and delivered to the PeopleSERVE shareholder a three (3) year promissory note (the “PS Promissory Note”) in the aggregate principal amount of $2,367,466 to the shareholder of PeopleSERVE, Linda Moraski. Ms. Moraski is currently serving as President and Chief Executive of PeopleSERVE. The PS Promissory Note bears interest at the rate of six (6%) percent per annum and is amortized over a five year straight line basis. As of August 31, 2014, the Company has repaid $197,289 in principal. The remaining principal balance outstanding is $2,170,177. | ||||||||||
Year | Amount | Twelve months | Amount | |||||||
ended | ended | |||||||||
May 31, | August 31, | |||||||||
2015 | $ | 789,155 | 2015 | $ | 789,155 | |||||
2016 | $ | 789,155 | 2016 | $ | 789,155 | |||||
2017 | $ | 789,155 | 2017 | $ | 591,867 | |||||
Total | $ | 2,367,466 | Total | $ | 2,170,177 | |||||
For the three (3) months ended August 31, 2014 and 2013, the Company’s interest expense for long-term notes amounted to $87,159 and $0, respectively. As of August 31, 2014 and May 31, 2014, accrued and unpaid interest under the long-term notes amounted to $49,252 and $13,764, respectively, and are included in accrued expenses on the accompanying consolidated balance sheets. | ||||||||||
BONDS_SERIES_A
BONDS - SERIES A | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Bonds Seriesa [Abstract] | ' | |||||||
Bonds Disclosure [Text Block] | ' | |||||||
NOTE 7 – BONDS – SERIES A | ||||||||
Bonds – Series A consisted of the following: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Bonds – Series A | $ | 2,998,500 | $ | - | ||||
Proceeds | 1,060,000 | 2,998,500 | ||||||
Debt discount for restricted stock and beneficial conversion feature for Series A Bonds – net of accumulated amortization of $1,760,875 and $369,334, respectively | -784,783 | -1,498,840 | ||||||
Bonds – Series A, net | $ | 3,273,717 | $ | 1,499,660 | ||||
From April 17, 2014 through May 31, 2014, the Company completed multiple closings of its best efforts private offering (the “Bond Financing”) of twelve percent (12%) Convertible Bonds (the “Convertible Bonds”) with certain accredited investors (the “Bond Purchasers”). Pursuant to purchase agreements with each of the Bond Purchasers (the “Bond Agreements”), the Company issued Convertible Bonds for an aggregate of $2,998,500. On or prior to the maturity date, October 15, 2014, of each of the Convertible Bonds, the Bond Purchasers must notify the Company whether the payment for the Convertible Bond will be made in cash or as payment-in-kind in comparably valued Common Stock of the Company. The Bond Purchasers may elect to convert the Convertible Bonds, including all unpaid coupon payments, at any time prior to the maturity date, into restricted shares of Common Stock of the Company, at a conversion price of $1.50 per share.(See Note 14 – Subsequent Events) | ||||||||
Each Bond Purchaser received equity consideration at a rate of 5,000 restricted shares of the Company’s Common Stock for each $50,000 investment. Accordingly, the Company issued an aggregate of 299,850 shares of its Common Stock to the Bond Purchasers. As a result of the 299,850 restricted shares issued, the Company recorded a debt discount of $488,176 and amortization of $97,364. The Company also recorded a beneficial conversion of $1,379,997 and amortization of $271,970. At May 31, 2014, the principal amount outstanding remained $2,998,500. Net of the remaining debt discount and beneficial conversion of $369,334, the remaining loan balance is $1,499,660. | ||||||||
On July 29, 2014, the Company completed the Bond Financing of twelve percent (12%) Convertible Bonds with the Bond Purchasers. From June 1, 2014 through July 29, 2014, the Company issued Convertible Bonds for an aggregate of $1,060,000. On or prior to the maturity date, October 15, 2014, of each of the Convertible Bonds, the Bond Purchasers must notify the Company whether the payment for the Convertible Bond will be made in cash or as payment-in-kind in comparably valued Common Stock of the Company. The Bond Purchasers may elect to convert the Convertible Bonds, including all unpaid coupon payments, at any time prior to the maturity date, into restricted shares of Common Stock of the Company, at a conversion price of $1.50 per share.(See Note 14 – Subsequent Events) | ||||||||
Each Bond Purchaser received equity consideration at a rate of 5,000 restricted shares of the Company’s Common Stock for each $50,000 investment. Accordingly, the Company issued an aggregate of 106,000 shares of its Common Stock to the Bond Purchasers and as a result recorded a debt discount of $174,142. The Company also recorded a beneficial conversion of $503,342. For the three months ended August 31, 2014, the Company recorded amortization totaling $1,391,542. At August 31, 2014, the principal amount outstanding totaled $4,058,500. Net of the remaining debt discount and beneficial conversion of $784,784, the remaining loan balance is $3,273,717. | ||||||||
For the three months ended August 31, 2014, interest expense related to the Bond Financing amounted to $111,407. As of August 31, 2014 and May 31, 2014, accrued interest under the Bond Financing amounted to $145,386 and $33,980, respectively, and are included in accrued expenses on the accompanying consolidated balance sheets. | ||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Aug. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 8 - RELATED PARTY TRANSACTIONS | |
Director and Related Parties Consulting Fees | |
During the three months ended August 31, 2014 and 2013, the Company incurred $15,000 and $15,000, respectively in consulting fees to Trilogy Capital Partners, Inc., which has been included in director and related parties consulting fees on the accompanying consolidated statements of operations. The Company’s Vice Chairman and President, Alfonso J. Cervantes, is the majority owner of Trilogy. At August 31, 2014, the Company has $15,000 recorded on the balance sheet in the Accounts Payable and Accrued Expenses – Related Parties account. | |
During the three months ended August 31, 2014 and 2013, the Company incurred $0 and $45,000, respectively in consulting fees to Robert Y. Lee, which has been included in director and related parties consulting fees on the accompanying consolidated statements of operations. This contract was mutually discontinued on December 31, 2013. | |
During the three months ended August 31, 2014 and 2013, the Company incurred $30,000 and $45,000, respectively in consulting fees to Grandview Capital Partners, Inc., which has been included in director and related parties consulting fees on the accompanying consolidated statements of operations. At August 31, 2014, the Company has $70,000 recorded on the balance sheet in the Accounts Payable and Accrued Expenses – Related Parties account. | |
During the three months ended August 31, 2014 and 2013, the Company incurred $7,500 and $11,250, respectively in Board of Director fees to Dimitri Villard. Additionally, the Company paid $10,000 in advisory fees to Mr. Villard from January 1, 2014 through April 30, 2014. In May 2014, Mr. Villard was named the Chairman of the Corporate Governance and Nominating Committee. Through August 31, 2014, the Company incurred $5,000 in fees associated with Mr. Villard’s role as Chairman of the Corporate Governance and Nominating Committee. All such fees have been included in director and related parties consulting fees on the accompanying consolidated statements of operations. At August 31, 2014, the Company has $4,167 recorded on the balance sheet in the Accounts Payable and Accrued Expenses – Related Parties account. In addition, Mr. Villard received 15,000 shares valued at $27,645 for his services as a board and committee member. | |
During the three months ended August 31, 2014 and 2013, the Company incurred $7,500 and $7,500, respectively in Board of Director fees to Robert Mayer. Additionally, the Company paid $10,000 in advisory fees to Mr. Mayer from January 1, 2014 through April 30, 2014. All such fees have been included in director and related parties consulting fees on the accompanying consolidated statements of operations. In addition, Mr. Mayer received 12,500 shares valued at $23,038 for his services as a board and committee member. | |
During the three months ended August 31, 2014 and 2013, the Company incurred $7,500 and $0, respectively in Board of Director fees to Jeff Grout. In February 2014, Mr. Grout was named the Chairman of the Compensation Committee. Through August 31, 2014, the Company incurred $5,000 in fees associated with Mr. Grout’s role as Chairman of the Compensation Committee. All such fees have been included in director and related parties consulting fees on the accompanying consolidated statements of operations. In addition, Mr. Grout received 12,500 shares valued at $23,038 for his services as a board and committee member. | |
During the three months ended August 31, 2014 and 2013, the Company incurred $7,500 and $0, respectively in Board of Director fees to Nick Florio. In May 2014, Mr. Florio was named the Chairman of the Audit Committee. Through August 31, 2014, the Company incurred $5,000 in fees associated with Mr. Florio’s role as Chairman of the Audit Committee. All such fees have been included in director and related parties consulting fees on the accompanying consolidated statements of operations. At August 31, 2014, the Company has recorded $4,167 on the balance sheet in the Accounts Payable and Accrued Expenses – Related Parties account. In addition, Mr. Florio received 12,500 shares valued at $23,038 for his services as a board and committee member. | |
From time to time, TRIG Special Purpose 1, LLC, which is beneficially owned by the Company’s Vice Chairman and President Alfonso J. Cervantes, the Company’s former principal financial officer and director, Peter Goldstein, and Robert Y. Lee, a shareholder of the Company provided working capital advances to the Company. As of August 31, 2014, the Company recorded a current liability of $27,279 on the accompanying consolidated balance sheets. These advances are short-term in nature and non-interest bearing. | |
ACCOUNTS_RECEIVABLE_FINANCING
ACCOUNTS RECEIVABLE FINANCING | 3 Months Ended | ||
Aug. 31, 2014 | |||
Accounts Receivable Financing [Abstract] | ' | ||
Accounts Receivable Financing [Text Block] | ' | ||
NOTE 9 – ACCOUNTS RECEIVABLE FINANCING | |||
In May 2013 and November 2013, respectively, Staffing 360 Group, Inc. d/b/a Cyber 360 Solutions and Control Solutions International, Inc., both wholly owned subsidiaries of the Company, entered into financing services agreements by which they assign accounts receivable to fund working capital with Sterling National Bank (“Sterling”). Pursuant to these agreements, Sterling may advance up to 90% of the face value of eligible accounts receivable. The borrowings carry interest at a rate of .025% per day, or 9% per annum, from the date of the advance until the date of repayment. There is no ending date to the agreement, only a closing fee of $500 upon termination. | |||
In February 2014, Staffing 360 Solutions (UK) Limited, a wholly owned subsidiary of the Company, entered into an agreement with ABN AMRO Commercial Finance PLC under which it borrows money against open accounts receivable. Under this agreement, the Borrower receives advances of up to 90% on temporary placements and 75% on permanent placements of the face value of eligible receivables. The borrowings carry interest at a rate of 2.50% above the Sterling Libor rate (3.90%). The maximum loan amount is 200,000 Pounds Sterling with an Aggregate Limit of 1,250,000 Pounds Sterling. The agreement terminates on its second anniversary. | |||
Effective November 1, 2012, the Company’s subsidiary, Monroe Staffing, a subsidiary of Staffing (UK), entered into a $14,000,000 line of credit (“Credit and Security Agreement”) with Wells Fargo Bank, NA. The Credit and Security Agreement is subject to accounts receivable limitations and bears interest at Libor plus 5% (5.15% as of May 31, 2014) on the greater of $5,000,000 or the actual loan balance outstanding, and expires on October 31, 2015. The Credit and Security Agreement is subject to an annual facility fee, certain covenants and is secured by all of the assets of Monroe Staffing. The covenants are as follows: | |||
⋅ | The Company’s Working Capital Ratio shall at all times be not less than 1:1 measured on a quarterly basis. | ||
⋅ | The Company’s Cash Flow shall at all times be positive, as measured on a quarterly cumulative basis. | ||
⋅ | The Company shall not make any loans, advances or transfers to any subsidiary or affiliate other than transactions in the ordinary course of business. | ||
In March 2014, Monroe Staffing obtained a one-time waiver relating to the above covenants, specifically as it relates to the failure to maintain a working capital ratio of 1:1 and positive cash flow for the quarterly period ended December 31, 2013. | |||
Effective July 25, 2014, the Company joined with its subsidiaries, Monroe Staffing Services, LLC, PeopleSERVE, Inc. and PeopleSERVE PRS, Inc., (collectively referred to as “Borrowers”) in an Amended and Restated Credit and Security Agreement and a new Credit and Security Agreement (“Credit Facility”) with Wells Fargo Bank, NA. This Credit Facility increased the line of credit amount from $14,000,000 to $15,000,000 and modified the covenant to permit, with certain limitations, the transfer of funds amongst the Borrowers. All of terms and conditions remain unchanged. | |||
At August 31, 2014 and May 31, 2014, $13,402,537 and $11,260,207 were recorded as a liability relating to the Accounts Receivable Financing account, respectively. | |||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||||||||||
Aug. 31, 2014 | ||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||||||||||
NOTE 10 – STOCKHOLDERS’ EQUITY | ||||||||||||||||||
Common Stock | ||||||||||||||||||
On May 7, 2013, the Company increased the number of shares of Common Stock from 75,000,000 shares to 200,000,000 shares and authorized the creation of 20,000,000 shares of blank check preferred stock, par value $0.00001 per share with such designations, rights and preferences as may be determined from time to time by the Board. | ||||||||||||||||||
As of August 31, 2014 and May 31, 2014, the Company has issued and outstanding 33,647,040 and 32,950,537 shares of Common Stock, respectively. | ||||||||||||||||||
The issuance of Common Stock during the year ended May 31, 2014 is summarized in the table below: | ||||||||||||||||||
Number of | Fair Value at | Fair Value at | ||||||||||||||||
Shares of | Issuance | Issuance | ||||||||||||||||
Common Stock | (per share) | |||||||||||||||||
Shares issued pursuant to 2013 private placement offering | 627,783 | $ | 565,000 | $ | 0.9 | |||||||||||||
Shares issued pursuant to 2014 private placement offering | 10,000,000 | 10,000,000 | 1 | |||||||||||||||
Shares issued to consultants | 831,055 | 1,025,379 | 0.875 – 2.06 | |||||||||||||||
Shares issued for conversion of accounts payable | 115,408 | 100,982 | 0.875 | |||||||||||||||
Shares issued for conversion of convertible notes payable | 111,111 | 50,000 | 0.45 | |||||||||||||||
Shares issued in connection with convertible notes | 413,750 | 297,047 | 0.72 | |||||||||||||||
Shares issued in connection with accrued interest related to convertible notes | 9,498 | 4,275 | 0.45 | |||||||||||||||
Shares issued in connection with promissory notes | 85,000 | 61,026 | 0.72 | |||||||||||||||
Shares issued to board of directors | 121,250 | 111,612 | 0.45 – 2.04 | |||||||||||||||
Shares issued to audit committee | 2,083 | 4,098 | 1.92 – 1.98 | |||||||||||||||
Shares issued to compensation Committee | 4,998 | 9,075 | 0.875 – 2.04 | |||||||||||||||
Shares issued to corporate governance and nominating Committee | 4,582 | 8,193 | 0.875 – 2.04 | |||||||||||||||
Shares issued to employees | 90,000 | 113,500 | 0.875 – 1.97 | |||||||||||||||
Shares issued pursuant to Acquisitions | 4,560,067 | 5,179,429 | 0.875 – 1.93 | |||||||||||||||
Shares issued to private placement Agents | 1,338,922 | 786,208 | 0.875 – 2.00 | |||||||||||||||
Shares issued in connection with convertible bonds | 299,850 | 488,177 | 1.63 | |||||||||||||||
Shares issued in connection with bridge loans | 320,000 | 442,034 | 1.38 | |||||||||||||||
Shares issued for conversion of convertible promissory notes | 1,655,000 | 1,655,000 | 1 | |||||||||||||||
Shares issued for conversion of accrued interest related to convertible promissory notes | 72,044 | 72,044 | 1 | |||||||||||||||
The issuance of Common Stock during the three (3) months ended August 31, 2014 is summarized in the table below: | ||||||||||||||||||
Number of | Fair Value at | Fair Value at | ||||||||||||||||
Shares of | Issuance | Issuance | ||||||||||||||||
Common Stock | (per share) | |||||||||||||||||
Shares issued to consultants | 15,000 | 27,850 | 1.73-1.92 | |||||||||||||||
Shares issued for conversion of convertible notes payable | 400,000 | 600,000 | 1.5 | |||||||||||||||
Shares issued in connection with accrued interest related to convertible notes | 7,912 | 11,868 | 1.5 | |||||||||||||||
Shares issued in connection with promissory notes | 64,500 | 103,232 | 0.62 | |||||||||||||||
Shares issued in connection with convertible bonds | 106,000 | 174,142 | 0.61 | |||||||||||||||
Shares issued to board of directors | 30,000 | 55,300 | 1.73-1.95 | |||||||||||||||
Shares issued to audit committee | 7,497 | 13,819 | 1.73-1.95 | |||||||||||||||
Shares issued to compensation Committee | 7,497 | 13,819 | 1.73-1.95 | |||||||||||||||
Shares issued to corporate governance and nominating Committee | 7,497 | 13,819 | 1.73-1.95 | |||||||||||||||
Shares issued as interest on debt | 40,000 | 69,800 | 1.73-1.85 | |||||||||||||||
Shares issued to private placement Agent | 10,600 | 19,895 | 1.85-1.95 | |||||||||||||||
Warrants | ||||||||||||||||||
The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s Common Stock issued to shareholders at August 31, 2014: | ||||||||||||||||||
Exercise | Number | Warrants Outstanding | Weighted | Number | Warrants Exercisable | |||||||||||||
Price | Outstanding | Weighted Average | Average | Exercisable | Weighted | |||||||||||||
Remaining Contractual | Exercise price | Average | ||||||||||||||||
Life (years) | Exercise Price | |||||||||||||||||
$ | 1.80-2.00 | 6,760,765 | 2.3 | $ | 1.97 | 6,760,765 | $ | 1.97 | ||||||||||
Transactions involving the Company’s warrant issuance are summarized as follows: | ||||||||||||||||||
Number of | Weighted | |||||||||||||||||
Shares | Average | |||||||||||||||||
Price Per Share | ||||||||||||||||||
Outstanding at May 31, 2013 | 583,338 | $ | 1.8 | |||||||||||||||
Issued | 6,177,427 | 1.82 | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Expired | - | - | ||||||||||||||||
Outstanding at May 31, 2014 | 6,760,765 | $ | 1.97 | |||||||||||||||
Issued | - | - | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Expired | - | - | ||||||||||||||||
Outstanding at August 31, 2014 | 6,760,765 | 1.97 | ||||||||||||||||
Stock Options | ||||||||||||||||||
2014 Equity Plan - On April 30, 2014, the Board adopted the 2014 Equity Plan (the “Plan”). Under the plan, the Company may grant options to employees, directors, senior management of the Company and, under certain circumstances, consultants. The purpose of the 2014 Equity Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates. Through May 31, 2014, a maximum of 1,500,000 shares of Common Stock has been reserved for issuance under this plan. In July 2014, the Company increased the number of options to be issued from 1,500,000 to 2,500,000. The Plan expires on April 30, 2024. The Board will administer the plan unless and until the Board delegates administration to a committee, consisting of one or more members, that has been appointed by the Board, except that once our Common Stock begins trading publicly, the committee will consist solely of two or more outside directors as defined in the Treasury Regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. On April 30, 2014, the Board delegated the authority to administer the Plan to the Company’s compensation committee. The compensation committee will have the power to determine which persons eligible under the Plan will be granted option awards, when and how each option award will be granted, and the provisions and terms of each option award. | ||||||||||||||||||
During the three (3) months ended August 31, 2014 and 2013, the Company recorded share-based payment expenses amounting to $22,596 and $0, respectively, in connection with all options outstanding. The amortization of share-based payment was recorded in general and administrative expenses during fiscal 2015. | ||||||||||||||||||
Through August 31, 2014, the Company granted 1,475,000 options with an exercise price of $2.00 per share with 20% of the granted options vesting immediately; and (ii) 750,000 options with an exercise price of $2.00 per share with 100% of the options vesting immediately. Each of the options are exercisable for a term of 5 years. | ||||||||||||||||||
The fair value of Stock options granted was estimated at the date of grant using the Black-Scholes options pricing model. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: | ||||||||||||||||||
Exercise price: | $2.00 | |||||||||||||||||
Market price at date of grant: | $0.875 - 1.91 | |||||||||||||||||
Volatility: | 48.49% - 80.03% | |||||||||||||||||
Expected dividend rate: | 0 | |||||||||||||||||
Expected terms (years): | 5 | |||||||||||||||||
Risk-free interest rate: | 1.58% - 1.77% | |||||||||||||||||
A summary of the activity during the three (3) months ended August 31, 2014 of the Company’s Stock Plan is presented below: | ||||||||||||||||||
Options | Weighted | Aggregate | ||||||||||||||||
Average | Intrinsic | |||||||||||||||||
Exercise Price | Value | |||||||||||||||||
Outstanding at June 1, 2013 | - | $ | - | $ | - | |||||||||||||
Granted | 1,900,000 | 2 | - | |||||||||||||||
Exercised | - | - | - | |||||||||||||||
Expired or cancelled | - | - | - | |||||||||||||||
Outstanding at May 31, 2014 | 1,900,000 | 2 | - | |||||||||||||||
Granted | 325,000 | 2 | - | |||||||||||||||
Exercised | - | - | - | |||||||||||||||
Expired or cancelled | - | - | - | |||||||||||||||
Outstanding at August 31, 2014 | 2,225,000 | 2 | - | |||||||||||||||
The total compensation cost related to options not yet recognized is approximately $601,787 at August 31, 2014. The Company will recognize this charge over the next 57 months. | ||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Aug. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 11 – COMMITMENTS AND CONTINGENCIES | |
Employment Agreements | |
On December 15, 2011, TRIG Capital Group, LLC entered into an employment agreement (the “Hartley Employment Agreement”) with Allan Hartley to become its Chief Executive Officer and a Director. On February 21, 2013 (the “Grant Date”), TRIG assigned the Employment Agreement to the Company and Mr. Hartley became the Company’s chief executive officer (the “CEO”). Pursuant to the Employment Agreement, the CEO was paid $7,500 per month on part time basis. Upon completion of the initial acquisition of a target company, Mr. Hartley was to receive an annual salary of $180,000 on a full time basis. Additionally, the Company shall grant to CEO a number of shares (the “CEO Shares”) of the Company’s Common Stock that represents 5% of the outstanding as of the date of the share acquisition agreement dated February 19, 2013. The CEO Shares shall vest at the following milestones: of the five percent (5%) total shares transferred to the CEO, two percent (2%) will vest simultaneous with the completion of the Company’s first acquisition and one percent (1%) will vest as the completion of the Company’s second, third and fourth acquisitions, respectively. On April 26, 2013, the first milestone was triggered when the Company acquired TRG. Mr. Hartley was issued 152,400 shares, valued at $140,587, based on the terms of his agreement. In December 2013, the Company amended the Hartley Employment Agreement which went effective on January 1, 2014. Pursuant to the amended Hartley Employment Agreement, Mr. Hartley was to serve as Co-Chief Executive Officer of the Company. Mr. Hartley was to be paid a salary of $250,000 per annum, plus other benefits including reimbursement for reasonable expenses and paid vacation. Mr. Hartley was also entitled to certain performance bonuses based upon the Company achieving certain milestones. Mr. Hartley was paid $25,000 as a performance bonus related to the Staffing (UK) acquisition. The Hartley Employment Agreement had a term through December 31, 2016. On February 26, 2014, Allan Hartley submitted his resignation to the Company whereby he resigned from his positions as Co-Chief Executive Officer and as a director of the Company, effective immediately. | |
Effective January 1, 2014, the Company entered into an employment agreement with Alfonso J. Cervantes (the “Cervantes Employment Agreement”), to serve as the President of the Company. In addition, the parties agreed that Mr. Cervantes shall not engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conduct. Pursuant to the terms of the Cervantes Employment Agreement, the Company will pay Mr. Cervantes $120,000 annually. In addition, Mr. Cervantes will receive reimbursement for all reasonable expenses which Mr. Cervantes incurs during the course of performance under the Cervantes Employment Agreement. Mr. Cervantes can terminate the Employment Agreement after four months with 30-days’ notice. The Company can terminate the Cervantes Employment Agreement upon notice to Mr. Cervantes. On January 3, 2014, Amendment No. 1 to the Employment Agreement (the “Amended Employment Agreement”) of Alfonso J. Cervantes, the President and Director, became effective. The Amended Employment Agreement amends the original Cervantes Employment Agreement by (i) extending the term of employment through December 31, 2016, (ii) increasing the salary to $250,000 per annum, and (iii) providing for certain performance bonuses relating to certain milestones of the Company. Mr. Cervantes was paid a $100,000 as a performance bonus related to Staffing (UK) acquisition. In addition, Mr. Cervantes has been appointed Vice Chairman of the Board. | |
On February 24, 2013, the Company entered into an employment agreement with Darren Minton (the “Minton Employment Agreement”), to serve as a Senior Vice President of the Company. In addition, the parties agreed that Mr. Minton shall not engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conduct. Pursuant to the terms of the Minton Employment Agreement, the Company will pay Mr. Minton $48,000 annually. Mr. Minton is also entitled to receive as additional compensation 20,000 shares of the Company’s Common Stock. In addition, Mr. Minton will receive reimbursement for all reasonable expenses which Mr. Minton incurs during the course of performance under the Minton Employment Agreement. Mr. Minton can terminate the Employment Agreement after four (4) months with 30-days’ notice. The Company can terminate the Minton Employment Agreement upon notice to Mr. Minton. On February 24, 2014, the Company entered into a new employment agreement with Mr. Minton to serve as Executive Vice President of the Company. Pursuant to the terms of the Minton Employment Agreement, the Company agreed to pay Mr. Minton $180,000 annually. Mr. Minton is also entitled to receive as additional compensation 20,000 shares of the Company’s Common Stock. The employment agreement has a term of eighteen months. In addition, the Company can terminate the Employment Agreement after four (4) months with 30-days’ notice. | |
On March 21, 2013, the Company entered into a four (4) year employment agreement with Mark P. Aiello (the “Aiello Employment Agreement”), to serve as a Senior Vice President of the Company and as President of Cyber 360 Solutions, the Company’s cyber security division. In addition, the parties agreed that Mr. Aiello shall not engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conduct. Pursuant to the terms of the Aiello Employment Agreement, the Company will pay Mr. Aiello $150,000 annually. Mr. Aiello is also entitled to an annual base commission equal to 3% of the gross profit of Cyber 360 Solutions. In addition, Mr. Aiello will receive reimbursement for all reasonable expenses which Mr. Aiello incurs during the course of performance under the Aiello Employment Agreement. Mr. Aiello or the Company can terminate the Aiello Employment Agreement one hundred eighty (180) days prior to the end of the term of the agreement otherwise the agreement will automatically extend for one (1) additional year. | |
On November 4, 2013, the Company entered into a four (4) year employment agreement with Charlie Cooper (the “Cooper Employment Agreement”), to serve as Vice President of the Company and as Chief Operating Officer of CSI, the Company’s professional services and consulting division. Pursuant to the Cooper Employment Agreement, the parties agreed that Mr. Cooper will not engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conduct. Mr. Cooper will receive a salary of $200,000 annually, plus reasonable expenses. Mr. Cooper is also entitled to an annual base commission equal to two percent (2%) of the gross profit of professional services and consulting division. In addition, Mr. Cooper will receive an additional monthly commission, not to exceed one and three quarters’ percent (1.75%), if the CSI gross profit exceeds $2,200,000. The Cooper Employment Agreement will automatically renew for successive one year terms following the completion of the initial four year term of the agreement unless terminated by the Company or Mr. Cooper ninety (90) days prior to the end of such term. | |
On November 4, 2013, the Company entered into a four (4) year employment agreement with Margaret Gesualdi (the “Gesualdi Employment Agreement”), to serve as Vice President of the Company and as Mid-Atlantic Region Managing Partner of CSI, the Company’s professional services and consulting division. Pursuant to the Gesualdi Employment Agreement, the parties agreed that Ms. Gesualdi will not engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conduct. Ms. Gesualdi will receive a salary of $190,000 annually, plus reasonable expenses. Ms. Gesualdi is also entitled to an annual base commission equal to two percent (2%) of the “employee attributable gross profit” of the professional services and consulting division. In addition, Ms. Gesualdi will receive an additional monthly commission, not to exceed one and three quarters’ percent (1.75%), if the employee attributable gross profit exceeds $750,000. The Gesualdi Employment Agreement will automatically renew for successive one (1) year terms following the completion of the initial four year term of the agreement unless terminated by the Company or Ms. Gesualdi ninety (90) days prior to the end of such term. | |
On November 4, 2013, the Company entered into a four (4) year employment agreement with Simon Dealy (the “Dealy Employment Agreement”), to serve as Sr. Vice President of the Company and as Chief Executive Officer of CSI, the Company’s professional services and consulting division. Pursuant to the terms of the Dealy Employment Agreement, the parties agreed that Mr. Dealy will not engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conduct. Mr. Dealy will receive a salary of $200,000 annually, plus reasonable expenses. Mr. Dealy is also entitled to an annual base commission equal to two percent (2%) of the gross profit of professional services and consulting division. In addition, Mr. Dealy will receive an additional monthly commission, not to exceed one and three quarters’ percent (1.75%), if the CSI gross profit exceeds $2,200,000. The Dealy Employment Agreement will automatically renew for successive one (1) year terms following the completion of the initial four year term of the agreement unless terminated by the Company or Mr. Dealy ninety (90) days prior to the end of such term. | |
On January 3, 2014, the Company entered into an employment agreement with Matt Briand (the “Briand Employment Agreement”). Pursuant to the Briand Employment Agreement, Mr. Briand will serve as Co-Chief Executive Officer of the Company, as well as, Chief Executive Officer of Monroe. Mr. Briand will be paid a salary of $300,000 per annum, plus other benefits including reimbursement for reasonable expenses, paid vacation and insurance coverage for his roles with both Staffing 360 Solutions, Inc. and Monroe Staffing LLC, a division of Staffing 360 Solutions (UK) Limited. Mr. Briand will also be entitled to an annual bonus of up to 50% of his annual base salary based on reaching certain financial milestones. The Briand Employment Agreement has a term of five (5) years and will automatically renew thereafter unless twelve (12) months written notice is provided by either party. This employment agreement includes customary non-compete/solicitation language for a period of twelve (12) months after termination of employment. On February 26, 2014, following the resignation of Mr. Hartley, Mr. Briand became the sole Chief Executive Officer. | |
On January 3, 2014, the Company entered into an employment agreement with Brendan Flood (the “Flood Employment Agreement”). Pursuant to the Flood Employment Agreement, Mr. Flood will serve as Executive Chairman of the Board, as well as, Chief Executive Officer of Initio. Mr. Flood will be paid a salary of £192,000 (approximately $315,000) per annum, less statutory deductions, plus other benefits including reimbursement for reasonable expenses, paid vacation and insurance coverage for his roles with both Staffing 360 Solutions, Inc. and Staffing 360 Solutions (UK) Limited. Mr. Flood’s salary will be adjusted (but not decreased) annually based upon the Consumer Price Index in U.K. for All Urban Consumers. Mr. Flood will also be entitled to an annual bonus of up to 50% of his annual base salary based reaching certain financial milestones. The Flood Employment Agreement has a term of five (5) years and will automatically renew thereafter unless twelve (12) months written notice is provided by either party. This employment agreement includes customary non-compete/solicitation language for a period of twelve (12) months after termination of employment. | |
On February 11, 2014 a term sheet was agreed to for annual compensation of $120,000 with Nicholas Koutsivitis for his role as Controller and Vice President. In addition, Mr. Koutsivitis will be entitled to a 25% bonus at calendar year end based on certain performance milestones as mutually agreed. The Company will be required to provide a ninety (90) day notice in the event of termination. | |
On February 17, 2014 a term sheet was agreed to for annual compensation of $180,000 with Wade Pearson for his role as Senior Vice President of Finance. In addition, Mr. Pearson will be entitled to a 50% bonus at calendar year end based on certain performance milestones as mutually agreed. The Company will be required to provide a ninety (90) day notice in the event of termination. | |
On March 17, 2014, the Company entered into an employment agreement with Jeff R. Mitchell (the “Mitchell Employment Agreement”). Pursuant to the Mitchell Employment Agreement, Mr. Mitchell will serve as Executive Vice President and Chief Financial Officer. Mr. Mitchell will receive an annual base salary $250,000, plus other benefits including reimbursement for reasonable expenses, paid vacation and insurance coverage for his role with Staffing 360 Solutions, Inc. Mr. Mitchell will also be entitled to an annual bonus of up to 50% of his annual base salary based on reaching certain milestones. Mr. Mitchell will also receive a grant of 125,000 restricted shares of the Company’s Common Stock, issuable as follows: (i) 50,000 shares on March 17, 2014, and (ii) 25,000 shares on each one (1) year anniversary of his employment. In addition, Mr. Mitchell will be entitled to 150,000 stock options to purchase Common Stock to be issued under the Company’s Stock Option Plan, which such stock options shall vest as follows: (i) 30,000 on March 17, 2014, and (ii) 30,000 on each one year anniversary of his employment. The stock options have an exercise price of $2.00 per share, and are exercisable for a period of five years from the date of grant. The Mitchell Employment Agreement has a term of three (3) years. This employment agreement includes customary non-compete/solicitation language for a period of 12 months after termination of employment. | |
On May 17, 2014, the Company entered into an employment agreement with Linda Moraski (the “Moraski PSI Employment Agreement”). Pursuant to the Moraski PSI Employment Agreement, Ms. Moraski will serve as President and Chief Executive Officer of PSI for a term of three (3) years, provided however such term shall automatically renew for one (1) year terms unless notice of non-renewal is provided at least one hundred eighty (180) days prior to such renewal. Ms. Moraski shall receive a base salary of $112,500 per year, which such base salary is subject to increase based on the Consumer Price Index (“CPI”). Further, Ms. Moraski will be entitled to receive an annual commission equal to the sum of (i) three percent (3%) of the Gross Profit of PSI for such fiscal year; plus (ii) two and one-half percent (2.5%) of the amount that Gross Profit of PSI for such fiscal year exceeds the Closing Gross Profit as defined in the Agreement. In addition, Ms. Moraski shall also be entitled to an annual bonus, certain benefits, and eligibility to participate in the Company’s stock incentive plan and certain expense reimbursements. | |
In addition, on May 17, 2014, the Company entered into an employment agreement with Linda Moraski (the “Moraski PRS Employment Agreement”). The terms of the Moraski PRS Employment Agreement are substantially similar to the Moraski PSI Employment Agreement, provided, however, under the Moraski PRS Employment Agreement, Ms. Moraski’s base salary is $37,500, subject to increase based on CPI. Ms. Moraski is not entitled to any commissions or bonuses pursuant to the Moraski PRS Employment Agreement. | |
Consulting Agreements | |
On July 19, 2012, the Company entered into a one (1) year consulting agreement for business development, business modeling and support services with River Star Professional Group (“RSPG”) which was amended to a two year agreement effective July 17, 2013. The parties agreed that the consultant will be paid cash $5,000 monthly; plus $2,500 per month in the form of Common Stock of the Company based upon the closing share value as of the last day of each month, for up to forty (40) man hours of service time with additional hours above forty (40) hours billed at an agreed upon hourly rate plus pre-approved related expenses incurred in performing such services. In November 2013, the Company engaged RSPG to provide compliance support services for an initial $30,000 retainer fee. On January 30, 2014, the Company entered into a termination and settlement agreement with RSPG. As full and final settlement of the agreement, RSPG received a cash payment of $153,750 and 36,388 shares of common stock. On March 1, 2014, this agreement was amended to reflect a rate of $250 per hour and a term of twelve (12) months. | |
On February 15, 2013, the Company entered into an advisory agreement (the “Grandview Advisory Agreement”) with Grandview Capital Partners, Inc. (“Grandview”). Pursuant to the Grandview Advisory Agreement, Grandview will provide the Company with assistance and advice in seeking out a potential merger or acquisition partner/target. The Company will pay Grandview $10,000 per month for a period of eighteen (18) months and will increase to $15,000 per month on the completion of the first acquisition of a temporary staffing company by the Company and contemporaneous financing. The Company will further compensate Grandview as its exclusive buy side advisor to locate and facilitate qualified businesses or companies that may desire to have the Company provide financing, (debt or equity) or fund the acquisition of certain of the stock or assets of such business transactions. Grandview will receive a fee between one (1%) and ten (10%) percent of the total transaction, depending on the transaction value, as defined in the Grandview Advisory Agreement. The Company’s former Chairman of the Board, Principal Financial Officer, and Treasurer, Peter Goldstein, is the majority shareholder of Grandview Capital Partners, Inc. Mr. Goldstein resigned from the Board and all officer positions as of January 3, 2014. This agreement was amended in January 2014 and will continue until September 30, 2014 at a rate of $10,000 per month. | |
On February 15, 2013, the Company entered into an agreement (the “Trilogy Agreement”) with Trilogy Capital Partners, Inc. (“Trilogy”). Pursuant to the Trilogy Agreement, Trilogy will provide the Company with the development and implementation of an investor awareness program designed to create financial market and investor awareness for the Company. The Company will pay Trilogy $5,000 per month for a period of eighteen (18) months. The Company’s President, Alfonso J. Cervantes is the majority owner of Trilogy. | |
On February 14, 2013, the Company entered into a corporate services agreement (the “Pylon Agreement”) with Pylon Management, Inc. (“Pylon”). Pursuant to the Pylon Agreement, Pylon will provide the Company with assistance and advice in identifying potential merger or acquisition targets and integrating such acquired business into the Company for a period of eighteen (18) months. Pursuant to the Pylon Agreement, for any merger and acquisition transaction, Pylon will receive a fee between three (3%) and five (5%) percent of the transaction value. Pylon shall also receive equity compensation in the amount of two percent (2%) of the outstanding shares of the Company’s Common Stock on the date of the first acquisition, and one percent (1%) of the outstanding shares of the Company’s Common Stock on the date of the second transaction. All shares of the Company Common Stock issued under the Pylon Agreement shall have “piggyback” registration rights at the Company’s election and shall be included in any registration statement filed by the Company with the Securities and Exchange Commission. Upon the closing of the first transaction, the Company will pay a monthly retainer of $5,000 per month. The Company will also pay Pylon 2% of the net sales of the Company for administrative services rendered, which may be reduced pursuant to the Pylon Agreement. The Pylon Agreement may be terminated by either party upon ninety (90) days written notice. On April 26, 2013, the Company acquired TRG. As such, Pylon was issued 175,734 shares based on the terms of the agreement. In February 2014, the Company issued Pylon 150,000 shares of Common Stock as full settlement and termination of the Pylon Agreement. On March 1, 2014, the Company entered into a new twelve (12) month advisory agreement with Pylon. The Company will pay Pylon $5,000 per month as well as performance-based fees. | |
On February 15, 2013, the Company entered into an advisory agreement (the “Joshua Capital Agreement”) with Joshua Capital, LLC (“Joshua Capital”). Pursuant to the Joshua Capital Agreement, Joshua Capital will provide the Company with advisory and consulting services in connection with the Company’s business operations. The Company will pay Joshua Capital $10,000 per month for a period of 18 months and will increase to $15,000 per month on the completion of the first acquisition of a temporary staffing company and contemporaneous financing. The agreement may be terminated by the Company for cause, as defined in the agreement. Robbie Lee, a shareholder of the Company is the majority shareholder of Joshua Capital, LLC. The Company and Joshua Capital terminated the agreement effective December 31, 2013. | |
On August 22, 2013, the Company entered into an agreement with Rempel Ventures, LLC. The term of the agreement is for twelve (12) months. Rempel Ventures will receive $3,000 and 5,000 Common Stock shares per month and will provide advisory services. Specifically, they will provide support for business activities related to the Company’s consolidation model in the staffing industry. In addition, Rempel Ventures will provide business and financial advice and services. On January 1, 2014, the Company and Rempel Ventures, LLC amended the agreement increasing the advisory fee to $13,000 per month. In addition, the agreement was transferred from Rempel Ventures, LLC to Alternative Advisory Group LLC. No other terms of the agreement were altered. On April 1, 2014, the Company further modified the Alternative Advisory Group agreement by extending the term of the agreement to April 1, 2015 and discontinued the monthly equity consideration of 5,000 shares which was replaced with a one-time issuance of 200,000 shares of Common Stock. | |
Directors Agreements | |
On July 15, 2012, the Company entered into an advisory agreement with Dimitri Villard. From July 1, 2012 to June 30, 2013, Mr. Villard served as a member of the board of directors and as an advisory for the Company. The Company agreed to pay Mr. Villard $45,000, consisting of: (i) $22,500 of Common Stock shares based on the value equal to 50% of the per share price of the Common Stock sold in the private placement financing, and (ii) $22,500 of cash to be paid in monthly payments of $1,875. This agreement expired on June 30, 2013, but was continued by the Company on a month to month basis. Effective July 1, 2013, Mr. Villard entered into a new agreement with the Company, to serve as a member of the board of directors for $30,000 annually, payable $2,500 per month. Additionally, Mr. Villard was awarded 2,500 shares of restricted Common Stock per month. In addition, effective January 1, 2014, Mr. Villard entered into a separate advisory agreement (the “Villard Advisory Agreement”) for a term of one year for $30,000 per year, payable $2,500 per month, and 30,000 shares of restricted Common Stock, issued at 2,500 shares per month. In April 2014, the Villard Advisory Agreement was terminated. For his services as an advisor, Mr. Villard was paid $10,000 and was awarded 10,000 shares of restricted Common Stock. In May, 2014, Mr. Villard was named the Chairman of the Corporate Governance and Nominating Committee. For his service as Chairman of the Corporate Governance and Nominating Committee, Mr. Villard will receive an annual payment of $20,000, payable $1,667 per month. In addition, Mr. Villard will receive 833 shares of restricted Common Stock per month (10,000 shares annually), par value $.00001 per share. In May 2014, Mr. Villard was named as a member of the Audit Committee and the Compensation Committee. For his service as a member of the Audit Committee and Compensation Committee, Mr. Villard will receive 833 shares of restricted Common Stock per month (10,000 shares annually) for each committee. | |
Effective July 1, 2013, the Company entered into an agreement with Robert Mayer, to serve as a member of the board of directors for an annual payment of $30,000, payable $2,500 per month. In addition, for his service as a member of the board of directors, Mr. Mayer will receive 2,500 shares of restricted Common Stock per month. In addition, effective January 1, 2014, Mr. Mayer entered into a separate agreement to serve as an advisor to the Company (the “Mayer Advisory Agreement”) for a term of one (1) year for $30,000 per year, payable $2,500 per month and 30,000 shares of restricted Common Stock, issued at 2,500 shares per month. In April 2014, the Mayer Advisory Agreement was terminated. For his services as an advisor, Mr. Mayer was paid $10,000 and was awarded 10,000 shares of restricted Common Stock. In May, 2014, Mr. Mayer was named as a member of the Audit Committee and the Compensation Committee. For his service as a member of the Audit Committee and Compensation Committee, Mr. Mayer will receive 833 shares of restricted Common Stock per month (10,000 shares annually) for each committee. | |
In February 2014, the Company entered into an agreement with Jeff Grout to serve as a member of the board of directors for an annual payment of $30,000, payable $2,500 per month. In addition, for his service as a member of the board of directors, Mr. Grout will receive 2,500 shares of restricted Common Stock per month. In addition, in February, 2014, Mr. Grout was named the Chairman of the Compensation Committee. For his service as Chairman of the Compensation Committee, Mr. Grout will receive an annual payment of $20,000, payable $1,667 per month. Mr. Grout will also receive 833 shares of restricted Common Stock per month (10,000 shares annually). Mr. Grout was also named as a member of the Corporate Governance and Nominating Committee. For his service as a member of the Corporate Governance and Nominating Committee, Mr. Grout will receive 833 shares of restricted Common Stock per month (10,000 shares annually). | |
In May 2014, the Company entered into an agreement with Nick Florio to serve as a member of the board of directors for an annual payment of $30,000, payable $2,500 per month. In addition, for his service as a member of the board of directors, Mr. Florio will receive 2,500 shares of restricted Common Stock per month. In addition, in May, 2014, Mr. Florio was named the Chairman of the Audit Committee. For his service as Chairman of the Audit Committee, Mr. Florio will receive an annual payment of $20,000, payable $1,667 per month. Mr. Florio will also receive 833 shares of restricted Common Stock per month (10,000 shares annually). Mr. Florio was also named as a member of the Corporate Governance and Nominating Committee. For his service as a member of the Corporate Governance and Nominating Committee, Mr. Florio will receive 833 shares of restricted Common Stock per month (10,000 shares annually). | |
Lease Obligations | |
The Company entered into multiple lease agreements for office space. The agreements require monthly rental payments through March 31, 2017. Total minimum lease obligation approximate $414,000, $466,220 and $132,339 for the years ended May 31, 2015, 2016 and 2017, respectively. For the three months ended August 31, 2014, rent expense amounted to $285,283. | |
Legal Matters | |
On May 22, 2014, NewCSI Inc., (“NCSI”) the former owners of Control Solutions International, filed a claim in the U.S. District Court for the Western District of Texas, Austin Division, against the Company alleging a breach of the terms of the CSI Stock Purchase Agreement dated August 14, 2013. NCSI claims that the Company breached a provision of the CSI Purchase Agreement which required the Company to calculate within 90 days after December 31, 2013 and pay NCSI 50% of certain “Deferred Tax Assets”. Per the claim, NCSI seeks to accelerate the earn-out payment provided for in the SPA in the amount of $1.4 million plus $154,433 representing a Deferred Tax Assets claim, together with other unspecified damages and legal fees. The Company filed an Answer denying the material allegations in the plaintiff’s complaint and interposing numerous affirmative defenses. The action is currently pending and is in the early stages of discovery. On October 8, 2014, NCSI filed a Motion of Summary Judgment. The Company intends to oppose the motion and intends to aggressively defend itself against this claim which the Company believes are not meritorious. Nevertheless, there can be no assurance that the outcome of this litigation will be favorable to the Company. | |
From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. However, other than as described above, the Company believes there are no material legal or administrative matter pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations. | |
GEOGRAPHICAL_SEGMENTS
GEOGRAPHICAL SEGMENTS | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Segments, Geographical Areas [Abstract] | ' | |||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||
NOTE 12 – GEOGRAPHICAL SEGMENTS | ||||||||
For the three (3) months ended August 31, 2014 and 2013, the Company generated revenues in the U.S., Canada and the U.K. as follows: | ||||||||
Three months ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenue generated in the U.S. | $ | 31,188,539 | $ | 1,343,375 | ||||
Revenue generated in Canada | 63,003 | - | ||||||
Revenue generated in the U.K. | 2,187,831 | - | ||||||
Total revenue | $ | 33,439,373 | $ | 1,343,375 | ||||
As of August 31, 2014 and May 31, 2014, the Company has assets in the U.S., Canada and the U.K.: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Total assets in the U.S. | $ | 41,396,973 | $ | 40,685,600 | ||||
Total Assets in Canada | 82,193 | 102,351 | ||||||
Total assets in the U.K. | 2,642,288 | 2,897,231 | ||||||
Total assets | $ | 44,121,454 | $ | 43,685,182 | ||||
As of August 31, 2014 and May 31, 2014, the Company has liabilities in the U.S., Canada and the U.K.: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Total liabilities in the U.S. | $ | 34,226,591 | $ | 30,419,809 | ||||
Total liabilities in Canada | 6,032 | 6,994 | ||||||
Total liabilities in the U.K. | 2,256,964 | 2,638,969 | ||||||
Total liabilities | $ | 36,489,587 | $ | 33,065,772 | ||||
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combination Disclosure [Text Block] | ' | |||||||
NOTE 13 - ACQUISITIONS | ||||||||
On April 26, 2013, the Company purchased 100% of the issued and outstanding stock of The Revolution Group, Ltd. (“TRG”). The aggregate consideration paid by the Company to the TRG shareholders was $2,509,342 (the “TRG Purchase Price”), paid as follows: (i) at the closing the Company paid the TRG shareholders cash in the amount of $907,287; and (ii) the Company paid $410,055 by issuing to the TRG shareholders 512,569 restricted shares of the Company’s Common Stock valued at a price of $0.80 per share. In addition, the Company agreed to pay the TRG shareholders performance-based compensation in cash an amount equal to the following percentages of TRG’s gross profit from the date of closing through the end of the sixteenth (16th) quarter following the date of closing (the “TRG Earn Out Period”), not to exceed $1,500,000: (i) twenty percent (20%) of the amount of TRG’s gross profit up to and including an aggregate of $5,000,000 during the Earn Out Period; plus (ii) seven percent (7%) of the amount of TRG’s gross profit, if any, in excess of an aggregate of $5,000,000 during the Earn-Out Period. At the time of the Acquisition, the Company estimated the performance-based compensation was $1,192,000. As of August 31, 2014, the Company’s calculated estimate of the performance-based compensation did not change. During the three months ended August 31, 2014, the Company paid $52,075 towards the earn-out liability. At August 31, 2014 the balance of the earn-out liability was $885,349. This transaction was accounted for under the purchase method in accordance with ASC 805. As a result of the Acquisition, TRG became a wholly-owned subsidiary of the Company and now operates under the name “Cyber 360 Solutions” (“Cyber Solutions”). | ||||||||
In connection with the acquisition of TRG, the Company identified and recognized an intangible asset of $1,054,801 representing trade name, customer relationships and employment agreements/non-competes. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. During the three months ended August 31, 2014 and 2013 the Company recognized amortization expense of $0 and $62,483, respectively. An impairment was necessary as of May 31, 2014. The Company impaired the trade name, customer relationships and employment agreements/non-competes valued at $823,566. The Intangible Asset balance at August 31, 2014 is $0. | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 47,881 | ||||||
Intangible assets | 1,054,801 | |||||||
Goodwill | 1,412,646 | |||||||
Total | $ | 2,515,328 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 5,986 | ||||||
Net purchase price | $ | 2,509,342 | ||||||
On November 4, 2013, the Company acquired 100% of the issued and outstanding Common Stock (the “CSI Acquisition”) of Control Solutions International, Inc. (“CSI”), a Florida corporation and its wholly owned subsidiary, Canada Control Solutions International, Inc., an Ontario, Canada corporation (“CCSI”) pursuant to a Stock Purchase Agreement dated August 14, 2013 by and among the Company, NewCSI, Inc., a Delaware corporation (“NCSI”), and the shareholders of NCSI. The aggregate consideration paid by the Company for the CSI Acquisition was $3,530,454, payable as follows: (i) at closing the Company paid cash to the NCSI shareholders and their designee the amount of $1,311,454; and (ii) the Company paid $119,000 by issuing to the NCSI shareholders 136,000 restricted shares of the Company’s Common Stock valued at a price of $0.875 per share. In addition, the Company agreed to pay the NCSI shareholders performance-based compensation in cash an amount equal to 20% of CSI’s and CCSI’s consolidated gross profit from the date of closing through the end of the sixteenth (16th) quarter following the date of closing (the “CSI Earn Out Period”) not to exceed a total of $2,100,000. As of August 31, 2014, the Company’s calculated estimate of the performance-based compensation did not change. During the three months ended August 31, 2014, the Company paid $84,225 towards the earn-out liability. At August 31, 2014 the balance of the earn-out liability was $1,753,058. The Company estimated the performance-based compensation was $2,100,000. As a result of the Acquisition, CSI became a wholly-owned subsidiary of the Company. | ||||||||
In connection with the acquisition of CSI, the Company identified and recognized an intangible asset of $912,000 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. During the three months ended August 31, 2014 and 2013 the Company recognized amortization expense of $45,549 and $0, respectively. The Company will recognize amortization expense of $136,649 in the fiscal year ended 2015, $182,198 in the fiscal year ended 2016, $182,198 in the fiscal year ended 2017, $85,027 in the fiscal year ended 2018, $15,619 each year in the fiscal years 2019 through 2028 and $6,508 in the fiscal year ended 2029. An impairment was necessary as of May 31, 2014. The Company impaired trade name, customer relationships and an employment agreement/non-compete valued at $10,025. At August 31, 2014, the intangible asset balance, net of accumulated amortization and after impairment of $10,025, is $748,771. | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 1,475,716 | ||||||
Intangible assets | 912,000 | |||||||
Goodwill | 1,287,609 | |||||||
Total | $ | 3,675,325 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 144,871 | ||||||
Net purchase price | $ | 3,530,454 | ||||||
On January 3, 2014, the Company purchased 100% of the issued and outstanding Common Stock (the “Initio Acquisition”) of Initio International Holdings Limited (“Initio”), a company organized under the laws of England and Wales and its respective subsidiaries, including but not limited to Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe,” and together with all of Initio’s subsidiaries, the “Subsidiaries”). The transaction contemplated by a Share Purchase Agreement, dated October 30, 2013, as amended by Amendment No. 1 to the Share Purchase Agreement, dated December 10, 2013 (the “SPA”), by and among the Company and the shareholders of Initio. The aggregate consideration paid by the Company for the Initio Acquisition was $13.29 million, payable as follows: (i) at closing the Company paid the Initio shareholders cash in the amount of $6,440,000; and (ii) the Company paid $2,884,614 by issuing to the Initio shareholders 3,296,702 restricted shares of the Company’s Common Stock valued at a price of $0.875 per share; and (iii) the Company issued three (3) year promissory notes (subject to adjustment if certain post-closing results are not achieved) to the Initio shareholders totaling $3,964,949, each promissory note bearing an interest rate of six percent (6%) per annum, amortized on a five (5) year straight line basis. Upon closing of the Initio Acquisition, certain of the Initio Shareholders were appointed to the Company’s Board of Directors and entered into employment agreements with the Company or one of its subsidiaries. As a result of the Acquisition, Initio and its Subsidiaries became wholly-owned subsidiaries of the Company. Initio was renamed Staffing 360 Solutions (UK) Limited (“Staffing UK”). | ||||||||
In connection with the acquisition of Staffing 360 Solutions (UK), the Company identified and recognized an intangible asset of $10,050,000 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. During the three months ended August 31, 2014 and 2013 the Company recognized amortization expense of $427,329 and $0, respectively. The Company will recognize amortization expense of $1,281,988 in the fiscal year ended 2015, $1,709,317 in the fiscal year ended 2016, $1,709,317 in the fiscal year ended 2017, $1,118,796 in the fiscal year ended 2018, $287,733 each year in the fiscal years 2019 through 2028 and $167,844 in the fiscal year ended 2029. The Intangible Asset balance, net of accumulated amortization, at May 31, 2014 is $8,910,456. | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Total assets | $ | 15,550,449 | ||||||
Intangible assets | 10,050,000 | |||||||
Goodwill | 2,994,057 | |||||||
Total | $ | 28,544,506 | ||||||
LIABILITIES: | ||||||||
Total liabilities | $ | 15,254,943 | ||||||
Net purchase price | $ | 13,289,563 | ||||||
On February 28, 2014, the Company, through its wholly owned subsidiary, Staffing UK, completed the purchase of substantially all of the business and certain assets, including but limited to contracts, business information, records, book debt and goodwill (the “Poolia Acquisition”) of Poolia UK Ltd. (“Poolia UK”). The Poolia Acquisition was completed pursuant to that certain Asset Purchase Agreement (the “Poolia Purchase Agreement”) by and among Staffing UK, and Poolia UK Ltd. Poolia UK operates its professional staffing services from its London office and focuses on providing temporary, contract and permanent qualified professionals to various banking, financial and commercial clients across the United Kingdom. The aggregate consideration paid by the Company was £500,000 (the “Fixed Consideration”), plus an amount equal to the net asset value at the completion date of the acquisition (the “NAV Consideration,” together with the Fixed Consideration, collectively, the “Poolia Purchase Price”). The Fixed Consideration and a sum of £250,000, being an advance payment of the NAV Consideration, was paid in full in cash at Closing. The balance of the NAV Consideration was to be paid by the Company to Poolia UK Ltd. by April 30, 2014 for total consideration of $1,626,266. As of August 31, 2014, the Company has paid $1,564,475, with the balance of $61,791 due upon receipt. | ||||||||
In connection with the acquisition of Poolia UK, the Company identified and recognized an intangible asset of $465,321 representing customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. During the three months ended August 31, 2014 and 2013 the Company recognized amortization expense of $29,083 and $0, respectively. The Company will recognize amortization expense of $87,247 in the fiscal year ended 2015, $116,330 in the fiscal year ended 2016, $116,330 in the fiscal year ended 2017 and $87,248 in the fiscal year ended 2018. The Intangible Asset balance, net of accumulated amortization, at May 31, 2014 is $407,156. | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 1,207,897 | ||||||
Intangible assets | 465,321 | |||||||
Goodwill | 584,701 | |||||||
Total | $ | 2,257,919 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 631,653 | ||||||
Net purchase price | $ | 1,626,266 | ||||||
On May 17, 2014, the Company purchased 100% of the issued and outstanding Common Stock of PeopleSERVE, Inc., a Massachusetts corporation (“PSI”), and 49% of the issued and outstanding Common Stock of PeopleSERVE PRS, Inc., a Massachusetts corporation (“PRS”, together with PSI, collectively the “Acquired Companies or PS”), pursuant to a Stock Purchase Agreement (the “PS Purchase Agreement”) dated May 17, 2014, by and among the Company, the Acquired Companies and Linda Moraski (“PS Seller”), sole owner of all of the issued and outstanding Common Stock of the Acquired Companies. | ||||||||
In connection with the purchase of the Acquired Companies, the Company agreed to pay to PS Seller an aggregate purchase price (the “PS Purchase Price”) of approximately $8.4 million based upon a formula in the PS Purchase Agreement. Immediately prior to the closing, the PS Seller provided the Company with a certificate setting forth the Seller’s good faith estimate of (i) the Purchase Price (the “Estimated Purchase Price”), including the calculation of the Adjusted EBITDA (as defined in the PS Purchase agreement filed in Form 8-K dated May 20, 2014) of each Acquired Company for the twelve (12) fiscal months period ending April 26, 2014, and (ii) the Net Working Capital (as defined in the PS Purchase agreement filed in Form 8-K dated May 20, 2014). | ||||||||
At the PS Closing, the Company paid to the PS Seller the PS Purchase Price as follows: (i) cash in the amount of $2,705,675; (ii) restricted shares of the Company’s Common Stock, based on the closing price of $1.93 on the date of acquisition, May 17, 2014,or 1,127,365 shares of Common Stock for a total fair value of $2,175,814; (iii) an unsecured promissory note (“the Promissory Note”) with an initial principal amount equal to $2,367,466; (iv) pursuant to the terms of the PS Purchase Agreement, the PS Seller is entitled to receive from the Acquired Companies all of the Net Working Capital as of the Closing Date (as defined in the PS Purchase agreement filed in Form 8-K dated May 20, 2014) valued at $1,138,153, and the Company and the Acquired Companies shall have no right to, or obligations with respect to, such Net Working Capital, except as otherwise set forth in the PS Purchase Agreement. | ||||||||
The PS Purchase Price is subject to a Post-Closing Purchase Price Adjustment (as defined in the PS Purchase agreement filed in Form 8-K dated May 20, 2014) within sixty (60) days of the Closing Date, based on audited financial statements for each of the Acquired Companies. Upon receipt of such audited financial statements, the Company will prepare and deliver to Seller a certificate that sets forth the Company’s determination of (i) the PS Purchase Price, including the calculation of the Adjusted EBITDA of each Acquired Company for the audited period and (ii) the calculation of the Net Working Capital. Once the Company and the PS Seller have agreed on the final financial statements as disclosed above, the PS Purchase Price shall be adjusted based on the PS Purchase Price Adjustment Amount, which means an amount equal to the finally determined PS Purchase Price as shown in the final financial statements minus the amount of the Estimated Purchase Price. In the event the PS Purchase Price is adjusted, the difference will either be paid to the Sellers or returned to the Company, as the case may be, in the same percentages of cash, shares of Common Stock and Promissory Note as the PS Purchase Price paid on the Closing with a one-time payment by the appropriate party to catch-up on principal payments previously made under the Promissory Note. | ||||||||
In connection with the 49% acquisition of PRS, the Company recorded a non-controlling interest totaling $572,900. In addition, results of operations attributable to the non-controlling interests are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. For the three months ended August 31, 2014, the Company recorded net income attributable to non-controlling interest totaling $104,663. | ||||||||
In connection with the acquisition of PS, the Company identified and recognized an intangible asset of $2,999,100 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. During the three months ended August 31, 2014 and 2013 the Company recognized amortization expense of $153,619 and $0, respectively. The Company will recognize amortization expense of $460,856 in the fiscal year ended 2015, $614,475 in the fiscal year ended 2016, $614,475 in the fiscal year ended 2017, $403,688 in the fiscal year ended 2018, $40,000 each year in the fiscal years 2019 through 2028 and $38,333 in the fiscal year ended 2029. The Intangible Asset balance, net of accumulated amortization, at August 31, 2014 is $2,819,878. | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 2,878,448 | ||||||
Intangible assets | 2,999,100 | |||||||
Goodwill | 4,789,880 | |||||||
Total | $ | 10,667,428 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 1,707,420 | ||||||
Non-controlling interest | 572,900 | |||||||
Net purchase price | $ | 8,387,108 | ||||||
The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of CSI, Initio, Poolia UK and PS had occurred as of June 1, 2014 and 2013: | ||||||||
Three Months Ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
Net Revenues | $ | 33,439,373 | $ | 28,982,973 | ||||
Net (loss) income from continuing operations | -1,429,641 | 332,863 | ||||||
Net (loss) income per share from continuing operations | -0.04 | 0.02 | ||||||
Weighted average number of shares – Basic and diluted | 33,299,130 | 17,430,040 | ||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 14 – SUBSEQUENT EVENTS | |
On September 2, 2014, the Company issued a promissory note in the amount of $125,000 to a company owned by Robert Mayer, a director and shareholder of the Company. The promissory note was non-interest bearing and due upon demand. The Company issued 7,500 shares to the note holder as additional consideration. | |
On September 15, 2014, the Company issued a promissory note in the amount of $50,000 to a company owned by Robert Mayer, a director and shareholder of the Company. The promissory note was non-interest bearing and due upon demand. The Company issued 2,500 shares to the note holder as additional consideration. | |
In September and October 2014, the Company repaid a total of $177,479 ($174,538 in principal and $3,229 in interest) for payment of the short term promissory notes held by Sterling National Bank. | |
On August 22, 2014, the Company commenced its Series B Bond Offering of 12% Convertible Series B Bonds (the “Series B Bonds”) for up to $8 million with certain accredited investors. On October 3, 2014 the Company completed the first closing of its Series B Bonds offering. The Company issued Series B Bonds for an aggregate of $475,000 with five (5) accredited investors. As a result, the Company issued 47,500 as equity consideration to the bondholders. In addition, the Company issued 2,850 to the placement agent for services rendered. | |
On or about September 10, 2014, the Company offered an early conversion incentive to the outstanding Series A bondholders to convert their principal and interest on or prior to the maturity date of October 15, 2014. The favorable conversion terms offered a discount from its original terms of $1.50 per share of Common Stock with no warrants to $1.00 per share and one (1) warrant exercisable until October 15, 2017 at $2.00 per share of Common Stock for every $2.00 of principal and interest converted. On October 15, 2014, the certain Series A bond holders elected to convert under the favorable conversion terms a portion of the outstanding Series A Bonds totaling $3,253,500 in principal and $165,539 in accrued interest into 3,419,039 shares of Common Stock and 1,709,520 warrants exercisable at $2.00 per share of Common Stock. In addition, pursuant to the October 15, 2014, Maturity Date outlined in the terms of the Series A Bond Purchase Agreement, the Company has converted the remaining outstanding Series A Bonds $805,000 in principal and $42,381 in accrued interest into 564,921 shares of Common Stock at a rate of $1.50 per share. As a result, the Company will record a modification expense which will comprise the value of the warrants and additional shares received as a result of the favorable conversion price. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Interim Financial Statements Policy [Policy Text Block] | ' | |||||||
Interim Financial Statements | ||||||||
These unaudited condensed consolidated financial statements as of and for the three (3) months ended August 31, 2014 and 2013, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. | ||||||||
These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended May 31, 2014 and 2013, respectively, which are included in the Company’s May 31, 2014 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on September 15, 2014. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three (3) months ended August 31, 2014 are not necessarily indicative of results for the entire year ending May 31, 2015. | ||||||||
Consolidation, Policy [Policy Text Block] | ' | |||||||
Year End and Principles of Consolidation | ||||||||
These unaudited condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles (“GAAP”) in the United States, and are expressed in U.S. dollars. The Company’s consolidated fiscal year-end is May 31. Some of the Company’s subsidiaries have varying year-ends. | ||||||||
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. As described below, the Company consolidates PRS, an entity of which it owns 49%, since the Company is deemed to be the primary beneficiary of this entity. All significant inter-company transactions are eliminated. | ||||||||
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | ' | |||||||
Variable Interest Entities | ||||||||
Current accounting guidance provides a framework for identifying a Variable Interest Entity (“VIE”) and determining when a company should include the assets, liabilities, non-controlling interests, and results of activities of the VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and non-controlling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. On May 17, 2014, the Company purchased 49% of the issued and outstanding Common Stock of PRS. Pursuant to ASC 810, PRS is deemed to be a variable interest entity since the Company is the primary beneficiary of PRS. Accordingly, the Company consolidates the results of PRS. | ||||||||
Equity Method Investments, Policy [Policy Text Block] | ' | |||||||
Non-controlling Interests | ||||||||
Non-controlling interests in our subsidiaries are recorded in accordance with the provisions of ASC 810 “Consolidation”, and are reported as a component of equity, separate from the parent company’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interests are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. | ||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||
Use of Estimates | ||||||||
The preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation, impairment testing, earn-out liabilities, stock-based compensation and deferred income tax assets valuation allowances. Estimates are based on estimates and assumptions on current facts, historical experience and various other factors that are believed 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 may differ materially and adversely from estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the three months ended August 31, 2014 and 2013, respectively, include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations and testing of long-lived assets for impairment. | ||||||||
In recording the initial purchase accounting for previous acquisitions estimates of the fair value of identifiable intangible assets and goodwill were reflected in the Company’s interim financial statements. Upon retaining the services of an independent valuation consultant, the allocations previously estimated were revised and the results of the independent valuation consultant were retroactively reflected in the Company’s consolidated financial statements for the fiscal year ended May 31, 2014. | ||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||
Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at August 31, 2014 or 2013. | ||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive collection effort. At August 31, 2014 and 2013, the Company had an allowance for doubtful accounts of $573,573 and $0, respectively. | ||||||||
Income Tax, Policy [Policy Text Block] | ' | |||||||
Income Taxes | ||||||||
The Company is governed by the Income Tax Law of the United States. The Company utilizes ASC Topic 740, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | ||||||||
The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. | ||||||||
The U.K. entities are domiciled in the U.K. and file their tax returns in those jurisdictions. | ||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | |||||||
Foreign Currency Translation | ||||||||
Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations. | ||||||||
Depreciation, Depletion, and Amortization [Policy Text Block] | ' | |||||||
Amortization of Deferred Financing Costs | ||||||||
Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of August 31, 2014 and 2013, amortization expense of deferred financing costs totaled $351,370 and $0, respectively. | ||||||||
Business Combinations Policy [Policy Text Block] | ' | |||||||
Business Combinations | ||||||||
In accordance with Accounting Standards Codification 805, "Business Combinations" ("ASC 805") the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance. | ||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | |||||||
Fair Value of Financial Instruments | ||||||||
In accordance with Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. | ||||||||
ASC 820 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | ||||||||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities | |||||||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | |||||||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | |||||||
The Company did not have any Level 2 or Level 3 assets or liabilities as of August 31, 2014 or 2013, with the exception of its convertible notes payable (See Note 5), promissory notes (See Note 6), bonds payable (See Note 7) and its earn out liabilities (See Note 13). | ||||||||
Cash is considered to be highly liquid and easily tradable as of August 31, 2014 and 2013 and therefore classified as Level 1 within our fair value hierarchy. | ||||||||
Accounting Standards Codification 825-10-25, “Fair Value Option” (ASC 825-10-25) expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. | ||||||||
Derivatives, Policy [Policy Text Block] | ' | |||||||
Convertible Instruments | ||||||||
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with accounting standards for “Accounting for Derivative Instruments and Hedging Activities.” | ||||||||
Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” | ||||||||
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. | ||||||||
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. | ||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||
Revenue Recognition | ||||||||
Cyber 360 Solutions: The Company derives its revenues from three segments: contingent staffing, permanent placement staffing, and consulting. The Company recognizes revenue in accordance with ASC Topic 605-45 “Revenue Recognition – Principal Agent Considerations.” The Company records revenue on a gross basis. The Company has concluded that the gross reporting is appropriate because the Company (i) has the duty of identifying and hiring qualified employees, (ii) uses its judgment to select the employees and establish their price, and (iii) bears the risk for services that are not fully paid by the customers. Pursuant to the guidance of ASC 605, the Company recognizes revenue when an arrangement exists, services have been rendered, the purchase price is fixed or determinable and collectability is reasonable assured. | ||||||||
· | Contingent staffing and consulting: Contingent staffing and consulting revenues are recognized when the services are rendered by the Company’s contingent employees and consultants. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. | |||||||
· | Permanent placement staffing: Permanent placement staffing revenues are recognized when employment candidates typically start their first day of work. The Company offers a 30/60/90 day guarantee. If the employee is terminated or leaves voluntarily during this period, a pro-rated refund is provided. The Company has a substantial history of estimating the effect of permanent placement candidates who do not remain with its client through the guarantee period. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. | |||||||
Control Solutions International Inc.: The Company recognizes revenues primarily on a time and materials basis as the services are performed and amounts are earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are rendered, fees are fixed or determinable, and collectability is reasonably assured. | ||||||||
· | Revenue earned in excess of billings are recorded as unbilled accounts receivable until billed. Billings in excess of revenues earned are recorded as advanced billings until revenue recognition criteria are met. Deposits and prepayments from customers are carried as deferred revenue until the requirements for revenue recognition are met. | |||||||
· | Reimbursements, including those relating to travel, other out-of-pocket expenses and third-party costs, are included in revenues. The related reimbursable expenses are included in cost of revenue. | |||||||
Staffing 360 Solutions (UK) Limited: The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
Poolia (UK) Limited: The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
PeopleSERVE, Inc. and PeopleSERVE PRS, Inc.: The Company recognizes revenues from the sale of staffing services as the services are performed, along with related labor costs and payroll taxes. The Company recognizes revenue for permanent employee placements when contractual contingencies, generally the passage of time, are satisfied. The Company’s revenue recognition policies comply with ASC 605, “Revenue Recognition.” The Company is the primary obligor in its transactions, and has responsibility for fulfillment, including the acceptability of services ordered and purchased by customers. In addition, the Company has all credit risk, retains substantially all risk and rewards of the services rendered, has sole discretion in staffing engagements and sets the billing rates of its consultants. Accordingly, the Company records all transactions at the gross revenue amount billed, consistent with the provisions of ASC 605. Typically, contracts require clients to pay for out-of-pocket expenses, principally travel related expenses. Accordingly, revenue includes amounts billed for these costs and the cost of revenue includes the corresponding actual costs. The Company provides certain customers a 5.0% discount on certain contracts if paid within 30 days of the invoice date. Accounts receivable result from services provided to clients. The Company carries its accounts receivable at net realizable value. At the closing of the Company’s fiscal period, a portion of receivables may not be invoiced. These unbilled receivables are typically billed within thirty days of the close of the fiscal period. | ||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||
Stock-Based Compensation | ||||||||
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. | ||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||
Earnings (Loss) per Common Share | ||||||||
The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings per Share." Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method). Such securities, shown below, presented on a common share equivalent basis and outstanding as of August 31, 2014 and 2013 have been excluded from the per share computations, since its inclusion would be anti-dilutive: | ||||||||
For the Three Months Ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
Convertible notes issued | - | 123,969 | ||||||
Convertible Bonds - Series A | 3,927,886 | - | ||||||
Convertible promissory notes | 1,212,230 | - | ||||||
Warrants | 8,446,218 | 897,230 | ||||||
Options | 2,225,000 | - | ||||||
Total | 15,811,334 | 1,021,199 | ||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: | ||||||||
Computers | 4 Years | |||||||
Computer Equipment | 4 Years | |||||||
Network Equipment | 3 Years | |||||||
Software | 3-8 Years | |||||||
Office Equipment | 7 Years | |||||||
Furniture and Fixtures | 7 Years | |||||||
Leasehold Improvements | 7 Years | |||||||
Amortization of leasehold improvements is computed using the straight-line method over the shorter of the life of the lease or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. | ||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | |||||||
Impairment of Long-Lived Assets | ||||||||
In accordance with ASC 360 “Property, Plant, and Equipment,” we periodically review our long-lived assets, including goodwill and other intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. | ||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' | |||||||
Goodwill | ||||||||
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350-30-35-4 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. During the fiscal years 2014 and 2013, the Company impaired $2,700,255 and $0, respectively, of goodwill associated with the Cyber 360 and Control Solutions, Inc. acquisitions. The Company did not record any additional impairment during the three months ended August 31, 2014. | ||||||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | ' | |||||||
Intangible Assets | ||||||||
In connection with the acquisition of TRG (See Note 13), the Company identified and recognized an intangible asset of $1,054,801 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. TRG customer relationships were valued based on the discounted cash flow method applied to projected future cash flows as estimated by Company management. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at May 31, 2014 was $823,567. An impairment was necessary as of May 31, 2014. The Company fully impaired trade name, customer relationships and employment agreements/non-competes valued at $823,567, resulting in a net intangible asset balance of $0. | ||||||||
In connection with the acquisition of CSI (See Note 13), the Company identified and recognized an intangible asset of $912,000 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. CSI customer relationships were valued based on the discounted cash flow method. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. An impairment was necessary as of May 31, 2014. The Company impaired trade name, customer relationships and employment agreements/non-competes valued at $10,025. The intangible asset balance, after impairment and net of accumulated amortization, at August 31, 2014 and May 31, 2014 was $748,771 and $794,321, respectively. | ||||||||
In connection with the acquisition of Staffing 360 Solutions (UK) (See Note 13), the Company identified and recognized an intangible asset of $10,050,000 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. Staffing UK customer relationships were valued based on an estimate of the discounted cash flow method applied to projected future cash flows. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $8,910,456 and $9,337,785, respectively. In addition, the Company recognized intangible assets of $261,465 upon acquisition of Staffing 360 Solutions (UK). In total the intangible assets balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $9,171,920 and $9,599,250, respectively. | ||||||||
In connection with the acquisition of Poolia UK (See Note 13), the Company identified and recognized an intangible asset of $465,321 representing customer relationships and employment agreements/non-competes. The assets are being amortized on a straight line basis over the estimated life of four years. Poolia UK customer relationships were valued based on an estimate of the discounted cash flow method. This method results in the sum of the future net cash flows discounted to its present day value. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $407,156 and $436,238, respectively. | ||||||||
In connection with the acquisition of PeopleSERVE, Inc. and PeopleSERVE PRS, Inc. (See Note 13), the Company identified and recognized an intangible asset of $2,999,100 representing trade name, customer relationships and employment agreements/non-competes. The assets are being amortized on the straight line basis over their estimated life of four (4) years, other than the trade name which is amortized over fifteen (15) years. PS customer relationships were valued using the discounted replacement cost approach. This method is based on acquisition costs invested to attract each customer and relied on actual selling costs incurred and allocated to new customer generation over the preceding four years. The valuation provided for the trade name, customer relationships and employment agreements/non-competes is based on independent professional valuation services’ calculations. The intangible asset balance, net of accumulated amortization, at August 31, 2014 and May 31, 2014 is $2,819,878 and $2,973,497, respectively. | ||||||||
Reclassification, Policy [Policy Text Block] | ' | |||||||
Reclassifications | ||||||||
Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. | ||||||||
Forward Stock Split [Policy Text Block] | ' | |||||||
Forward Stock Split | ||||||||
The Company effected a one-for-three forward stock split on April 13, 2013. Following the forward split, the Company’s issued and outstanding shares of Common Stock increased from 2,540,000 to 7,620,000. All share and per share information has been retroactively adjusted to reflect this forward stock split. | ||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||
Recent Accounting Pronouncements | ||||||||
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statement presentation or disclosures upon adoption. | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||
Such securities, shown below, presented on a common share equivalent basis and outstanding as of August 31, 2014 and 2013 have been excluded from the per share computations, since its inclusion would be anti-dilutive: | ||||||||
For the Three Months Ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
Convertible notes issued | - | 123,969 | ||||||
Convertible Bonds - Series A | 3,927,886 | - | ||||||
Convertible promissory notes | 1,212,230 | - | ||||||
Warrants | 8,446,218 | 897,230 | ||||||
Options | 2,225,000 | - | ||||||
Total | 15,811,334 | 1,021,199 | ||||||
Property Plant And Equipment Estimated Useful Lives [Table Text Block] | ' | |||||||
The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: | ||||||||
Computers | 4 Years | |||||||
Computer Equipment | 4 Years | |||||||
Network Equipment | 3 Years | |||||||
Software | 3-8 Years | |||||||
Office Equipment | 7 Years | |||||||
Furniture and Fixtures | 7 Years | |||||||
Leasehold Improvements | 7 Years | |||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment consists of the following: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Computer software | $ | 110,500 | $ | 113,615 | ||||
Office equipment | 38,098 | 38,098 | ||||||
Computer Equipment | 248,531 | 216,581 | ||||||
Furniture and fixtures | 108,433 | 105,637 | ||||||
Website | 46,830 | 32,117 | ||||||
Leasehold improvements | 35,593 | 28,093 | ||||||
Total Cost | 587,985 | 534,141 | ||||||
Accumulated depreciation | -117,985 | -79,535 | ||||||
Total | $ | 470,000 | $ | 454,606 | ||||
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Convertible Notes Payable [Abstract] | ' | |||||||
Convertible Debt [Table Text Block] | ' | |||||||
Convertible notes consist of the following as of: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Convertible promissory notes (unsecured): On March 5, 2012, May 4, 2012, August 13, 2012, August 20, 2012, September 14, 2012, October 4, 2012 and January 17, 2013, the Company issued Notes in the principal amounts of $50,000, $200,000 and $70,000, $30,000, $50,000 and $25,000 (the “Notes”), respectively, totaling $425,000. The Notes bear interest at the rate of 12% per annum and were due on February 20, 2013. Note holders totaling $375,000 extended their maturity dates to July 20, 2013 and one note holder totaling $50,000 extended the maturity date to June 15, 2013. Interest accrued and was payable on the last day of every fiscal quarter commencing on the first calendar quarter subsequent to the respective Note date and ending on the maturity date. The Company did not have the right to pre-pay these notes. On May 31, 2013, Notes totaling $375,000 and accrued interest of $39,054 were converted to Common Stock at a price equal to 50% of the securities sold in the private offering dated April 19, 2013. The unit price of the securities sold in the private offering totaled $0.90. In addition, on October 30, 2013, Notes totaling $50,000 and accrued interest of $4,274 were converted to Common Stock at a price equal to 50% of the securities sold in the private offering dated April 19, 2013 and as a result issued 920,120 shares of Common Stock. The unit price of the securities sold in the private offering totaled $0.90. During the year ended May 31, 2014, the Company issued a total of 120,609 shares (111,111 for $50,000 principal portion and 9,498 shares for $4,274 of accrued interest.) | ||||||||
Beginning balance | $ | - | $ | 50,000 | ||||
Fair value of shares issued for conversion of convertible notes payable | - | -50,000 | ||||||
Ending balance | $ | - | $ | - | ||||
From April 21, 2014 through May 27, 2014, the Company also conducted a note offering, whereby the Company raised approximately $950,000 from 2 accredited investor through the issuance of five (5) short-term 12% convertible promissory notes (the “April Notes”). The purchaser of the April Notes received an aggregate of 190,000 shares of restricted Common Stock. The April Notes are due and payable upon demand by the holder with advance written notice fifteen (15) days prior to the desired payment date. Commencing on dates ranging from July 15, 2014 to August 1, 2014, the holder is entitled to receive shares ranging from an additional 2,500 to 5,000 shares of the Company’s restricted Common Stock per $100,000 note payable in arrears per month that any principal amount or interest remains outstanding under the note. The holder of the April Notes may convert, at its sole election, the principal amount and any accrued but unpaid interest due under the April Notes into restricted shares of Common Stock at a price of $1.50 per share. | ||||||||
On July 14, 2014, the Company amended and restated a $250,000, 12% promissory note dated April 22, 2014. The promissory note, remaining balance of $100,000, which had a maturity date of July 14, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. In addition, on July 14, 2014, the Company amended and restated a $200,000, 12% promissory note dated May 27, 2014. The promissory note, which had a maturity date of July 14, 2014, became due upon demand. In addition, the note holder will receive 2,500 Common Stock shares monthly for every $100,000 invested. | ||||||||
On July 31, 2014, the Company amended and restated a $200,000, 12% promissory note dated April 21, 2014. The promissory note, which had a maturity date of July 31, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. In addition, on July 31, 2014, the Company amended and restated a $100,000, 12% promissory note dated April 22, 2014. The promissory note, which had a maturity date of July 31, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. Also on July 31, 2014, the Company amended and restated a $200,000, 12% promissory note dated May 2, 2014. The promissory note, which had a maturity date of July 31, 2014, became due upon demand. In addition, the note holder will receive 5,000 Common Stock shares monthly for every $100,000 invested. | ||||||||
From May 14, 2014 through May 19, 2014, the Company conducted an additional note offering whereby the Company raised approximately $600,000 from five (5) accredited investors through the issuance of five (5) short-term twelve percent (12%) convertible promissory notes (the “May Notes”). The May Notes were payable upon the earlier of (i) completion of the Company’s convertible bond offering, (ii) completion of the Company’s senior debt facility, or (iii) July 14, 2014. The purchasers of the May Notes received an aggregate of 120,000 shares of restricted Common Stock. The holders of the May Notes were entitled to convert, at their sole election, the principal amount and any accrued but unpaid interest due under the May Notes into restricted shares of Common Stock at a price of $1.50 per share. On July 14, 2014, all five (5) of the holders of the May Notes converted $600,000 of principal into 400,000 shares of Common Stock and $11,868 of accrued interest into 7,912 shares of Common Stock. | ||||||||
On May 27, 2014, the Company conducted an additional note offering whereby the Company raised approximately $50,000 from one accredited investor through the issuance of a short-term twelve percent (12%) convertible promissory note (the “May 27 Note”). The May 27 Note was payable upon the earlier of (i) completion of the Company’s convertible bond offering, (ii) completion of the Company’s senior debt facility or (iii) July 12, 2014. The purchasers of the May 27 Note received an aggregate of 10,000 shares of restricted Common Stock. The holder of the May 27 Note was entitled to convert, at his sole election, the principal amount and any accrued but unpaid interest due under the May 27 Note into restricted shares of Common Stock at a price of $1.50 per share. On July 25, 2014, the Company repaid the May 27 Note, including all accrued and unpaid interest. | ||||||||
In connection with the May 27, 2014 Note, and pursuant to that certain placement agent agreement, dated January 23, 2014, between the Company and Corinthian Partners (“Corinthian”), the Company paid Corinthian, in connection with the introduction of the investor to the Company, a cash fee of $5,000 and issued 1,000 shares of Common Stock. | ||||||||
On June 22, 2014, the Company conducted an additional note offering whereby the Company raised approximately $100,000 from one accredited investor through the issuance of a short-term 12% convertible promissory note (the “June Note”). The June Note is payable upon the earlier of (i) completion of the Series A Bond Offering, (ii) completion of the Company’s senior debt facility, or (iii) eight (8) weeks from the original issuance date of the June Note. The holder of the June Note received 20,000 shares of restricted Common Stock. The holder of the June Note may convert, at his sole election, the principal amount and any accrued but unpaid interest due under the June Note into restricted shares of Common Stock at a price of $1.50 per share. In August 2014 this note was fully paid in cash. As a result of the issuance of 20,000 restricted shares, the Company recorded a debt discount of $28,876 and a beneficial conversion feature of $64,210. For the three months ended August 31, 2014, the Company recorded amortization totaling $1,072,914. | ||||||||
For the fiscal year ended May 31, 2014, the Company issued 320,000 restricted shares in relation to the April Notes, May Notes, and May 27 Notes. As a result, the Company recorded a debt discount of $442,035 and amortization of $116,289. The Company also recorded a beneficial conversion feature of $879,035 and related amortization of $224,952. As of May 31, 2014, $1,600,000 in principal remained outstanding net of the remaining debt discount of $979,825, for a net loan balance of $620,172. | ||||||||
Cumulatively, the Company recorded $470,911 in debt discount and a total beneficial conversion feature of $943,244 in relation to the April Notes, May Notes, May 27 Notes and June Note. In addition, the Company recorded amortization totaling $1,414,155. The Company repaid $300,000 and converted $600,000 in principal. As of August 31, 2014, the debt discount and beneficial conversion feature were fully amortized resulting in a net loan balance of $800,000. | ||||||||
Beginning balance | $ | 1,600,000 | $ | - | ||||
Proceeds | 100,000 | 1,600,000 | ||||||
Repayment of loans | -300,000 | - | ||||||
Conversion of loans | -600,000 | - | ||||||
Debt discount for restricted stock and beneficial conversion feature for convertible notes payable – net of accumulated amortization of $1,414,155 and $341,241, respectively | - | -979,828 | ||||||
Net balance | $ | 800,000 | $ | 620,172 | ||||
PROMISSORY_NOTES_Tables
PROMISSORY NOTES (Tables) | 3 Months Ended | |||||||||
Aug. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Schedule of Short-term Debt [Table Text Block] | ' | |||||||||
Promissory notes – short-term consisted of the following: | ||||||||||
August 31, | May 31, | |||||||||
2014 | 2014 | |||||||||
(Unaudited) | ||||||||||
Beginning balance | $ | - | $ | - | ||||||
Proceeds | 1,280,000 | 340,000 | ||||||||
Payments | -955,716 | -340,000 | ||||||||
Debt discount (Net of accumulated amortization of $74,355 and $61,026, respectively) | - | - | ||||||||
324,284 | - | |||||||||
Promissory notes – Staffing 360 Solutions (UK) | 789,155 | 789,136 | ||||||||
Promissory notes – PeopleSERVE | 789,155 | 789,155 | ||||||||
Total Promissory Notes – Short-term | $ | 1,902,594 | $ | 1,578,291 | ||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||||
Promissory notes – long-term consisted of the following: | ||||||||||
August 31, | May 31, | |||||||||
2014 | 2014 | |||||||||
(Unaudited) | ||||||||||
Promissory notes – Staffing 360 Solutions (UK) | ||||||||||
Beginning balance | $ | 3,616,874 | $ | 3,964,940 | ||||||
Payments | -197,305 | -348,066 | ||||||||
3,419,569 | 3,616,874 | |||||||||
Less current portion | -789,115 | -789,136 | ||||||||
2,630,454 | 2,827,738 | |||||||||
Promissory note – PeopleSERVE | ||||||||||
Beginning balance | 2,367,466 | 2,367,466 | ||||||||
Payment | -197,289 | - | ||||||||
2,170,177 | 2,367,466 | |||||||||
Less current portion | -789,155 | -789,155 | ||||||||
1,381,022 | 1,578,311 | |||||||||
Total Promissory Notes – Long-term | $ | 4,011,476 | $ | 4,406,049 | ||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | ' | |||||||||
The future payments related to the Staffing 360 (UK) promissory notes for the next three fiscal years is as follows: | ||||||||||
Year | Amount | Twelve months | Amount | |||||||
ended | ended | |||||||||
May 31, | August 31, | |||||||||
2015 | $ | 789,136 | 2015 | $ | 789,136 | |||||
2016 | $ | 789,136 | 2016 | $ | 789,136 | |||||
2017 | $ | 2,038,602 | 2017 | $ | 1,841,297 | |||||
Total | $ | 3,616,874 | Total | $ | 3,419,569 | |||||
Schedule of Principal Transactions Revenue [Table Text Block] | ' | |||||||||
Year | Amount | Twelve months | Amount | |||||||
ended | ended | |||||||||
May 31, | August 31, | |||||||||
2015 | $ | 789,155 | 2015 | $ | 789,155 | |||||
2016 | $ | 789,155 | 2016 | $ | 789,155 | |||||
2017 | $ | 789,155 | 2017 | $ | 591,867 | |||||
Total | $ | 2,367,466 | Total | $ | 2,170,177 | |||||
BONDS_SERIES_A_Tables
BONDS - SERIES A (Tables) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Bonds Seriesa [Abstract] | ' | |||||||
Bonds Payable [Table Text Block] | ' | |||||||
Bonds – Series A consisted of the following: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Bonds – Series A | $ | 2,998,500 | $ | - | ||||
Proceeds | 1,060,000 | 2,998,500 | ||||||
Debt discount for restricted stock and beneficial conversion feature for Series A Bonds – net of accumulated amortization of $1,760,875 and $369,334, respectively | -784,783 | -1,498,840 | ||||||
Bonds – Series A, net | $ | 3,273,717 | $ | 1,499,660 | ||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||||||||||
Aug. 31, 2014 | ||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||
Schedule of Stockholders Equity [Table Text Block] | ' | |||||||||||||||||
The issuance of Common Stock during the year ended May 31, 2014 is summarized in the table below: | ||||||||||||||||||
Number of | Fair Value at | Fair Value at | ||||||||||||||||
Shares of | Issuance | Issuance | ||||||||||||||||
Common Stock | (per share) | |||||||||||||||||
Shares issued pursuant to 2013 private placement offering | 627,783 | $ | 565,000 | $ | 0.9 | |||||||||||||
Shares issued pursuant to 2014 private placement offering | 10,000,000 | 10,000,000 | 1 | |||||||||||||||
Shares issued to consultants | 831,055 | 1,025,379 | 0.875 – 2.06 | |||||||||||||||
Shares issued for conversion of accounts payable | 115,408 | 100,982 | 0.875 | |||||||||||||||
Shares issued for conversion of convertible notes payable | 111,111 | 50,000 | 0.45 | |||||||||||||||
Shares issued in connection with convertible notes | 413,750 | 297,047 | 0.72 | |||||||||||||||
Shares issued in connection with accrued interest related to convertible notes | 9,498 | 4,275 | 0.45 | |||||||||||||||
Shares issued in connection with promissory notes | 85,000 | 61,026 | 0.72 | |||||||||||||||
Shares issued to board of directors | 121,250 | 111,612 | 0.45 – 2.04 | |||||||||||||||
Shares issued to audit committee | 2,083 | 4,098 | 1.92 – 1.98 | |||||||||||||||
Shares issued to compensation Committee | 4,998 | 9,075 | 0.875 – 2.04 | |||||||||||||||
Shares issued to corporate governance and nominating Committee | 4,582 | 8,193 | 0.875 – 2.04 | |||||||||||||||
Shares issued to employees | 90,000 | 113,500 | 0.875 – 1.97 | |||||||||||||||
Shares issued pursuant to Acquisitions | 4,560,067 | 5,179,429 | 0.875 – 1.93 | |||||||||||||||
Shares issued to private placement Agents | 1,338,922 | 786,208 | 0.875 – 2.00 | |||||||||||||||
Shares issued in connection with convertible bonds | 299,850 | 488,177 | 1.63 | |||||||||||||||
Shares issued in connection with bridge loans | 320,000 | 442,034 | 1.38 | |||||||||||||||
Shares issued for conversion of convertible promissory notes | 1,655,000 | 1,655,000 | 1 | |||||||||||||||
Shares issued for conversion of accrued interest related to convertible promissory notes | 72,044 | 72,044 | 1 | |||||||||||||||
The issuance of Common Stock during the three (3) months ended August 31, 2014 is summarized in the table below: | ||||||||||||||||||
Number of | Fair Value at | Fair Value at | ||||||||||||||||
Shares of | Issuance | Issuance | ||||||||||||||||
Common Stock | (per share) | |||||||||||||||||
Shares issued to consultants | 15,000 | 27,850 | 1.73-1.92 | |||||||||||||||
Shares issued for conversion of convertible notes payable | 400,000 | 600,000 | 1.5 | |||||||||||||||
Shares issued in connection with accrued interest related to convertible notes | 7,912 | 11,868 | 1.5 | |||||||||||||||
Shares issued in connection with promissory notes | 64,500 | 103,232 | 0.62 | |||||||||||||||
Shares issued in connection with convertible bonds | 106,000 | 174,142 | 0.61 | |||||||||||||||
Shares issued to board of directors | 30,000 | 55,300 | 1.73-1.95 | |||||||||||||||
Shares issued to audit committee | 7,497 | 13,819 | 1.73-1.95 | |||||||||||||||
Shares issued to compensation Committee | 7,497 | 13,819 | 1.73-1.95 | |||||||||||||||
Shares issued to corporate governance and nominating Committee | 7,497 | 13,819 | 1.73-1.95 | |||||||||||||||
Shares issued as interest on debt | 40,000 | 69,800 | 1.73-1.85 | |||||||||||||||
Shares issued to private placement Agent | 10,600 | 19,895 | 1.85-1.95 | |||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | |||||||||||||||||
The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s Common Stock issued to shareholders at August 31, 2014: | ||||||||||||||||||
Exercise | Number | Warrants Outstanding | Weighted | Number | Warrants Exercisable | |||||||||||||
Price | Outstanding | Weighted Average | Average | Exercisable | Weighted | |||||||||||||
Remaining Contractual | Exercise price | Average | ||||||||||||||||
Life (years) | Exercise Price | |||||||||||||||||
$ | 1.80-2.00 | 6,760,765 | 2.3 | $ | 1.97 | 6,760,765 | $ | 1.97 | ||||||||||
Schedule Of Warrant Activity [Table Text Block] | ' | |||||||||||||||||
Transactions involving the Company’s warrant issuance are summarized as follows: | ||||||||||||||||||
Number of | Weighted | |||||||||||||||||
Shares | Average | |||||||||||||||||
Price Per Share | ||||||||||||||||||
Outstanding at May 31, 2013 | 583,338 | $ | 1.8 | |||||||||||||||
Issued | 6,177,427 | 1.82 | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Expired | - | - | ||||||||||||||||
Outstanding at May 31, 2014 | 6,760,765 | $ | 1.97 | |||||||||||||||
Issued | - | - | ||||||||||||||||
Exercised | - | - | ||||||||||||||||
Expired | - | - | ||||||||||||||||
Outstanding at August 31, 2014 | 6,760,765 | 1.97 | ||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||||||||||||
The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: | ||||||||||||||||||
Exercise price: | $2.00 | |||||||||||||||||
Market price at date of grant: | $0.875 - 1.91 | |||||||||||||||||
Volatility: | 48.49% - 80.03% | |||||||||||||||||
Expected dividend rate: | 0 | |||||||||||||||||
Expected terms (years): | 5 | |||||||||||||||||
Risk-free interest rate: | 1.58% - 1.77% | |||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||||||
A summary of the activity during the three (3) months ended August 31, 2014 of the Company’s Stock Plan is presented below: | ||||||||||||||||||
Options | Weighted | Aggregate | ||||||||||||||||
Average | Intrinsic | |||||||||||||||||
Exercise Price | Value | |||||||||||||||||
Outstanding at June 1, 2013 | - | $ | - | $ | - | |||||||||||||
Granted | 1,900,000 | 2 | - | |||||||||||||||
Exercised | - | - | - | |||||||||||||||
Expired or cancelled | - | - | - | |||||||||||||||
Outstanding at May 31, 2014 | 1,900,000 | 2 | - | |||||||||||||||
Granted | 325,000 | 2 | - | |||||||||||||||
Exercised | - | - | - | |||||||||||||||
Expired or cancelled | - | - | - | |||||||||||||||
Outstanding at August 31, 2014 | 2,225,000 | 2 | - | |||||||||||||||
GEOGRAPHICAL_SEGMENTS_Tables
GEOGRAPHICAL SEGMENTS (Tables) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Segments, Geographical Areas [Abstract] | ' | |||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | ' | |||||||
For the three (3) months ended August 31, 2014 and 2013, the Company generated revenues in the U.S., Canada and the U.K. as follows: | ||||||||
Three months ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
(Unaudited) | (Unaudited) | |||||||
Revenue generated in the U.S. | $ | 31,188,539 | $ | 1,343,375 | ||||
Revenue generated in Canada | 63,003 | - | ||||||
Revenue generated in the U.K. | 2,187,831 | - | ||||||
Total revenue | $ | 33,439,373 | $ | 1,343,375 | ||||
As of August 31, 2014 and May 31, 2014, the Company has assets in the U.S., Canada and the U.K.: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Total assets in the U.S. | $ | 41,396,973 | $ | 40,685,600 | ||||
Total Assets in Canada | 82,193 | 102,351 | ||||||
Total assets in the U.K. | 2,642,288 | 2,897,231 | ||||||
Total assets | $ | 44,121,454 | $ | 43,685,182 | ||||
As of August 31, 2014 and May 31, 2014, the Company has liabilities in the U.S., Canada and the U.K.: | ||||||||
August 31, | May 31, | |||||||
2014 | 2014 | |||||||
(Unaudited) | ||||||||
Total liabilities in the U.S. | $ | 34,226,591 | $ | 30,419,809 | ||||
Total liabilities in Canada | 6,032 | 6,994 | ||||||
Total liabilities in the U.K. | 2,256,964 | 2,638,969 | ||||||
Total liabilities | $ | 36,489,587 | $ | 33,065,772 | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 3 Months Ended | |||||||
Aug. 31, 2014 | ||||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of CSI, Initio, Poolia UK and PS had occurred as of June 1, 2014 and 2013: | ||||||||
Three Months Ended | ||||||||
August 31, | ||||||||
2014 | 2013 | |||||||
Net Revenues | $ | 33,439,373 | $ | 28,982,973 | ||||
Net (loss) income from continuing operations | -1,429,641 | 332,863 | ||||||
Net (loss) income per share from continuing operations | -0.04 | 0.02 | ||||||
Weighted average number of shares – Basic and diluted | 33,299,130 | 17,430,040 | ||||||
TRG [Member] | ' | |||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 47,881 | ||||||
Intangible assets | 1,054,801 | |||||||
Goodwill | 1,412,646 | |||||||
Total | $ | 2,515,328 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 5,986 | ||||||
Net purchase price | $ | 2,509,342 | ||||||
CSI [Member] | ' | |||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 1,475,716 | ||||||
Intangible assets | 912,000 | |||||||
Goodwill | 1,287,609 | |||||||
Total | $ | 3,675,325 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 144,871 | ||||||
Net purchase price | $ | 3,530,454 | ||||||
Staffing 360 UK [Member] | ' | |||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Total assets | $ | 15,550,449 | ||||||
Intangible assets | 10,050,000 | |||||||
Goodwill | 2,994,057 | |||||||
Total | $ | 28,544,506 | ||||||
LIABILITIES: | ||||||||
Total liabilities | $ | 15,254,943 | ||||||
Net purchase price | $ | 13,289,563 | ||||||
Poolia [Member] | ' | |||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 1,207,897 | ||||||
Intangible assets | 465,321 | |||||||
Goodwill | 584,701 | |||||||
Total | $ | 2,257,919 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 631,653 | ||||||
Net purchase price | $ | 1,626,266 | ||||||
People Serve Inc [Member] | ' | |||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: | ||||||||
ASSETS: | ||||||||
Current assets | $ | 2,878,448 | ||||||
Intangible assets | 2,999,100 | |||||||
Goodwill | 4,789,880 | |||||||
Total | $ | 10,667,428 | ||||||
LIABILITIES: | ||||||||
Current liabilities | $ | 1,707,420 | ||||||
Non-controlling interest | 572,900 | |||||||
Net purchase price | $ | 8,387,108 | ||||||
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Jan. 03, 2014 | Aug. 31, 2014 | 31-May-14 | 7-May-13 | 31-May-14 | Jun. 28, 2013 | Apr. 26, 2013 | Nov. 04, 2013 | Feb. 28, 2014 | 17-May-14 | 17-May-14 | Mar. 17, 2014 | |
Minimum [Member] | Minimum [Member] | TRS [Member] | CSI [Member] | Poolia [Member] | PSI [Member] | PS Seller [Member] | PS Seller [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 100.00% | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | 100.00% | ' | ' |
Business Combination, Consideration Transferred | $13,290,000 | ' | ' | ' | ' | ' | $2,509,342 | $3,530,454 | $500,000 | $8,400,000 | ' | ' |
Common Stock, Shares Authorized | ' | 200,000,000 | 200,000,000 | 75,000,000 | ' | 75,000,000 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 20,000,000 | 20,000,000 | 20,000,000 | ' | 20,000,000 | ' | ' | ' | ' | ' | ' |
Other Payments to Acquire Businesses | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,705,675 | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,127,365 | ' |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,175,814 |
Debt Instrument, Face Amount | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,367,466 |
Fair Value at Issuance (per share) | ' | ' | ' | ' | $0.88 | ' | ' | ' | ' | ' | $1.93 | ' |
Due to sellers | ' | $39,206 | $1,347,215 | ' | ' | ' | ' | ' | ' | ' | $1,138,153 | ' |
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | |
Going Concern [Line Items] | ' | ' | ' |
Net Assets | $10,102,694 | ' | ' |
Retained Earnings (Accumulated Deficit) | 21,105,179 | ' | 16,337,118 |
Net Loss | 4,663,398 | 427,491 | ' |
Net Cash Provided by (Used in) Operating Activities | 1,977,786 | 409,474 | ' |
Minimum Net Capital Required | $4,000,000 | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded in computation of earnings per common share | 15,811,334 | 1,021,199 |
Convertible notes issued [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded in computation of earnings per common share | 0 | 123,969 |
Convertible Bonds - Series A [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded in computation of earnings per common share | 3,927,886 | 0 |
Convertible promissory notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded in computation of earnings per common share | 1,212,230 | 0 |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded in computation of earnings per common share | 8,446,218 | 897,230 |
Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded in computation of earnings per common share | 2,225,000 | 0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 3 Months Ended |
Aug. 31, 2014 | |
Computers [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '4 years |
Computer Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '4 years |
Network Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '8 years |
Office Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '7 years |
Furniture and fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '7 years |
Leasehold improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '7 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Apr. 13, 2013 | 31-May-14 | 31-May-13 | Aug. 31, 2014 | Aug. 31, 2013 | 17-May-14 | Aug. 31, 2014 | 31-May-14 | Apr. 26, 2013 | Aug. 31, 2014 | 31-May-14 | Nov. 04, 2013 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Feb. 28, 2014 | Aug. 31, 2014 | 31-May-14 | 17-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | |
PRS [Member] | TRG [Member] | TRG [Member] | TRG [Member] | CSI [Member] | CSI [Member] | CSI [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Poolia [Member] | Poolia [Member] | Poolia [Member] | PS [Member] | PS [Member] | PS [Member] | Trade Names [Member] | Trade Names [Member] | Trade Names [Member] | Trade Names [Member] | ||||||
TRG [Member] | CSI [Member] | Staffing 360 UK [Member] | PS [Member] | |||||||||||||||||||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest | ' | ' | ' | ' | ' | 49.00% | ' | ' | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | ' | ' | ' | $573,573 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated amortization of deferred finance costs | ' | ' | ' | 351,370 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill impairment | ' | 2,700,255 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | 1,054,801 | ' | 1,054,801 | 912,000 | ' | 912,000 | 10,050,000 | ' | 465,321 | ' | 465,321 | 2,999,100 | ' | 2,999,100 | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | '4 years | '4 years | ' | '4 years | '4 years | ' | ' | '4 years | '4 years | ' | ' | '4 years | '4 years | ' | '15 years | '15 years | '15 years | '15 years |
Net intangible assets before impairment | ' | ' | ' | ' | ' | ' | ' | 823,567 | ' | ' | ' | ' | 9,171,920 | 9,599,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible asset recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 261,465 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | 823,567 | ' | 10,025 | 10,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible, net | ' | $13,803,305 | ' | $13,147,726 | ' | ' | $0 | $0 | ' | $748,771 | $794,321 | ' | $8,910,456 | $9,337,785 | $407,156 | $436,238 | ' | $2,819,878 | $2,973,497 | ' | ' | ' | ' | ' |
Stock split ratio | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 2,540,000 | 32,950,537 | ' | 33,647,040 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 7,620,000 | 32,950,537 | ' | 33,647,040 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Aug. 31, 2014 | 31-May-14 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | $587,985 | $534,141 |
Accumulated depreciation | -117,985 | -79,535 |
Total | 470,000 | 454,606 |
Software Development [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | 110,500 | 113,615 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | 38,098 | 38,098 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | 248,531 | 216,581 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | 108,433 | 105,637 |
website [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | 46,830 | 32,117 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total Cost | $35,593 | $28,093 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $38,450 | $2,750 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | |
Short-term Debt [Line Items] | ' | ' | ' |
Beginning balance | $1,600,000 | $0 | $0 |
Fair value of shares issued for conversion of convertible notes payable | -600,000 | 0 | 0 |
Ending balance | 800,000 | ' | 620,172 |
Proceeds | 100,000 | ' | 1,600,000 |
Repayment of loans | -300,000 | ' | 0 |
Debt discount for restricted stock and beneficial conversion feature for convertible notes payable - net of accumulated amortization of $1,414,155 and $341,241, respectively-(979,828) | 0 | ' | -979,828 |
Net balance | 800,000 | ' | 620,172 |
Notes [Member] | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' |
Beginning balance | 0 | 50,000 | 50,000 |
Fair value of shares issued for conversion of convertible notes payable | 0 | ' | -50,000 |
Ending balance | 0 | ' | 0 |
Net balance | $0 | ' | $0 |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 13 Months Ended | 1 Months Ended | 12 Months Ended | 13 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Feb. 21, 2013 | 31-May-13 | 31-May-14 | Oct. 30, 2014 | 31-May-13 | 31-May-14 | Oct. 30, 2014 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Jul. 29, 2014 | Oct. 15, 2014 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Jul. 14, 2014 | Jul. 31, 2014 | Jul. 29, 2014 | Jul. 31, 2014 | Aug. 31, 2014 | 31-May-14 | 22-May-14 | Aug. 31, 2014 | Jul. 14, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Sep. 15, 2014 | Sep. 02, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | |
Debt Instrument Principal Amount [Member] | Debt Instrument Principal Amount [Member] | Debt Instrument Principal Amount [Member] | Debt Instrument Accrued Interest [Member] | Debt Instrument Accrued Interest [Member] | Debt Instrument Accrued Interest [Member] | July 20, 2013 Maturity Date [Member] | March 5, 2012 [Member] | May 4, 2012 [Member] | August 13, 2012 [Member] | August 20, 2012 [Member] | September 14, 2012 [Member] | October 4, 2012 [Member] | Convertible Promissory Notes Unsecured One [Member] | April Notes, May Notes and May 27 and June Notes [Member] | April Notes, May Notes and May 27 and June Notes [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | April Convertible Promissory Notes [Member] | April Convertible Promissory Notes [Member] | April Convertible Promissory Notes [Member] | April Convertible Promissory Notes [Member] | April 22, 2014 [Member] | April 22, 2014 [Member] | April 21, 2014 [Member] | April 21, 2014 [Member] | May 2, 2014 [Member] | May 27 Note [Member] | May 27 Note [Member] | May 27 Note [Member] | May 27 Note [Member] | May Note [Member] | May Note [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | October 30, 2013 [Member] | May 31, 2014 [Member] | May 31, 2014 [Member] | May 31, 2014 [Member] | Notes [Member] | Notes [Member] | June Note [Member] | |||||
Subsequent Event [Member] | Maximum [Member] | Minimum [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Corinthian Partners [Member] | Corinthian Partners [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Debt Instrument Principal Amount [Member] | Debt Instrument Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||
Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $425,000 | ' | ' | ' | ' | ' | ' | ' | $375,000 | $50,000 | $200,000 | $70,000 | $30,000 | $50,000 | $25,000 | ' | $1,600,000 | ' | ' | $2,998,500 | $1,060,000 | ' | ' | $950,000 | ' | ' | $100,000 | $250,000 | $200,000 | $200,000 | $200,000 | ' | $50,000 | ' | ' | ' | ' | $280,000 | $50,000 | $125,000 | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | 12.00% | ' | 12.00% | ' | ' | ' | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | 375,000 | 50,000 | 50,000 | 39,054 | 4,274 | 4,274 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,912 | 600,000 | ' | ' | ' | ' | ' | 920,120 | 120,609 | 111,111 | 9,498 | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 470,911 | 442,035 | 174,142 | 488,176 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,876 |
Debt Instrument, Convertible, Beneficial Conversion Feature | 567,552 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 943,244 | 879,035 | 503,342 | 1,379,997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,210 |
Amortization of Debt Discount (Premium) | 790,375 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,414,155 | 116,289 | ' | 97,364 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,072,914 |
Repayments of Notes Payable | 1,350,275 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 600,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 50,000 | ' |
Convertible Notes Payable, Current | 800,000 | ' | 620,172 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' |
Shares Issuable Contingent On Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 5,000 | ' | ' | ' | ' | ' | ' | 5,000 | 5,000 | 5,000 | 2,500 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issuable Investment Threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 | $1.50 | $1.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 | ' | ' | ' | $11,868 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Issued In Connection With Financings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 320,000 | ' | ' | ' | ' | ' | 190,000 | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | 120,000 | ' | 2,500 | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Convertible Additional Number Of Equity Instruments Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issuable Notes Payable Threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Of Beneficial Conversion Feature | 1,748,436 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 224,952 | ' | 1,391,542 | 271,970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Remaining Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $979,825 | ' | $784,784 | $369,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PROMISSORY_NOTES_Details
PROMISSORY NOTES (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | |
Short Term Promissory Notes | Short Term Promissory Notes | PeopleSERVE | PeopleSERVE | Staffing 360 Solution (UK) | Staffing 360 Solution (UK) | ||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | $0 | $0 | ' | ' | ' | ' |
Proceeds | 1,280,000 | 0 | ' | 1,280,000 | 340,000 | ' | ' | ' | ' |
Payments | 1,350,275 | ' | ' | -955,716 | -340,000 | ' | ' | ' | ' |
Debt discount (Net of accumulated amortization of $74,355 and $61,026, respectively | ' | ' | ' | 0 | 0 | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | 324,284 | 0 | ' | ' | ' | ' |
Promissory notes - Staffing 360 Solutions (UK) | 1,902,594 | ' | 1,578,291 | ' | ' | 789,155 | 789,155 | 789,155 | 789,136 |
Promissory notes - PeopleSERVE | $1,902,594 | ' | $1,578,291 | ' | ' | $789,155 | $789,155 | $789,155 | $789,136 |
PROMISSORY_NOTES_Details_1
PROMISSORY NOTES (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2014 | 31-May-14 | |
Debt Instrument [Line Items] | ' | ' |
Payment | ($1,350,275) | ' |
Less current portion | -1,902,594 | -1,578,291 |
Total Promissory Notes - Long-term | 4,011,476 | 4,406,049 |
Promissory notes - Staffing 360 Solutions (UK) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Beginning balance | 3,616,874 | 3,964,940 |
Payment | -197,305 | -348,066 |
Notes Payable | 3,419,569 | 3,616,874 |
Less current portion | -789,115 | -789,136 |
Total Promissory Notes - Long-term | 2,630,454 | 2,827,738 |
Promissory note - PeopleSERVE [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Beginning balance | 2,367,466 | 2,367,466 |
Payment | -197,289 | 0 |
Notes Payable | 2,170,177 | 2,367,466 |
Less current portion | -789,155 | -789,155 |
Total Promissory Notes - Long-term | $1,381,022 | $1,578,311 |
PROMISSORY_NOTES_Details_2
PROMISSORY NOTES (Details 2) (USD $) | Aug. 31, 2014 | 31-May-14 |
Promissory notes - Staffing Three Hundredan Sixty Solutions UK [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2015 | $789,136 | $789,136 |
2016 | 789,136 | 789,136 |
2017 | 1,841,297 | 2,038,602 |
Total | 3,616,874 | 3,964,940 |
Promissory note - PeopleSERVE [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2015 | 789,155 | 789,155 |
2016 | 789,155 | 789,155 |
2017 | 591,867 | 789,155 |
Total | $2,367,466 | $2,367,466 |
PROMISSORY_NOTES_Details_Textu
PROMISSORY NOTES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | 31-May-13 | Feb. 21, 2013 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Sep. 15, 2014 | Aug. 31, 2014 | Sep. 15, 2014 | Sep. 02, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Jul. 29, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | Aug. 31, 2014 | |
Short Term Promissory Notes [Member] | Short Term Promissory Notes [Member] | Short Term Promissory Notes [Member] | Short Term Promissory Notes [Member] | Short Term Promissory Notes [Member] | Short Term Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Promissory note - PeopleSERVE | Promissory note - PeopleSERVE | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | ||||||
Matt Briand [Member] | September 27, 2013 [Member] | October 18, 2013 [Member] | October 28, 2013 [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Jeff R. Mitchell [Member] | Trilogy apital PartnersInc [Member] | Barry Cervantes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | |||||||||||||
Sterling National ank [Member] | Sterling National ank [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Brendan Flood [Member] | Matt Briand [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Issuance Date | ' | ' | ' | ' | ' | ' | ' | ' | 27-Sep-13 | 18-Oct-13 | 28-Oct-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $425,000 | ' | ' | ' | ' | ' | $40,000 | $200,000 | $100,000 | $280,000 | ' | $625,000 | $50,000 | $125,000 | $100,000 | $100,000 | $150,000 | $30,000 | $150,000 | ' | $1,060,000 | $2,998,500 | $3,964,949 | ' | $3,964,949 | ' | $2,064,880 | $1,115,144 |
Amount Of Bridge Financing Sought | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | 12.00% | 6.00% | ' | 6.00% | ' | ' | ' |
Repayments of Notes Payable | 1,350,275 | ' | ' | ' | ' | -955,716 | -340,000 | ' | ' | ' | ' | ' | 450,733 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 197,289 | 0 | 545,350 | ' | 275,317 | 148,686 |
Interest Paid | 53,782 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,066 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,662 | 38,652 |
Short-term Debt | ' | ' | 1,600,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 174,267 | ' | ' | ' | ' | ' | ' | ' | ' | 2,998,500 | ' | 0 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Issued In Connection With Financings | ' | ' | ' | ' | ' | 44,500 | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | 7,500 | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Amortization Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Long-term Debt | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,367,466 | 2,367,466 | 197,284 | 348,066 | 1,789,563 | 966,458 |
Interest Expense, Long-term Debt | 87,159 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,869 | ' | ' | ' |
Interest Payable, Current | 49,252 | ' | 13,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,782 | ' | 4,707 | 2,542 |
Long-term Debt, Current Maturities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,419,590 | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | '3 years | ' | ' | ' |
Debt Instrument Debt Discount Accumulated Amortization | ' | ' | ' | ' | ' | ' | $61,026 | $74,355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,760,875 | ' | $369,334 | ' | ' | ' | ' | ' | ' |
BONDS_SERIES_A_Details
BONDS - SERIES A (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | 31-May-13 | Aug. 31, 2014 | 31-May-14 | |
Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | |||||
Bonds - Series A | ' | ' | $1,600,000 | $0 | $2,998,500 | $0 |
Proceeds | 1,060,000 | 0 | ' | ' | 1,060,000 | 2,998,500 |
Debt discount for restricted stock and beneficial conversion feature for Series A Bonds - net of accumulated amortization of $1,760,875 and $369,334, respectively | ' | ' | ' | ' | -784,783 | -1,498,840 |
Bonds - Series A, net | $3,273,717 | ' | $1,499,660 | ' | ' | ' |
BONDS_SERIES_A_Details_Textual
BONDS - SERIES A (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | 31-May-13 | Feb. 21, 2013 | Aug. 31, 2014 | 31-May-14 | Jul. 29, 2014 | |
Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 12.00% | ' | 12.00% | 12.00% |
Issuance of promissory note as part of business combination | ' | ' | $425,000 | ' | ' | ' | $2,998,500 | $1,060,000 |
Debt instrument, maturity date | ' | ' | ' | ' | ' | 15-Oct-14 | 15-Oct-14 | ' |
Conversion price | ' | ' | ' | ' | ' | ' | $1.50 | $1.50 |
Shares to be received by bond purchasers | ' | ' | ' | ' | ' | 5,000 | 5,000 | ' |
Investment amount by bond purchasers | ' | ' | ' | ' | ' | 50,000 | 50,000 | ' |
Debt discount | ' | ' | ' | ' | ' | 174,142 | 488,176 | ' |
Amortization of debt discount | 790,375 | 0 | ' | ' | ' | ' | 97,364 | ' |
Beneficial conversion feature | 567,552 | 0 | ' | ' | ' | 503,342 | 1,379,997 | ' |
Amortization of beneficial conversion feature | 1,748,436 | 0 | ' | ' | ' | 1,391,542 | 271,970 | ' |
Amount outstanding | ' | ' | 1,600,000 | 0 | ' | 2,998,500 | 0 | ' |
Remaining debt discount and beneficial conversion feature | ' | ' | ' | ' | ' | 784,784 | 369,334 | ' |
Bonds - Series A, net | 3,273,717 | ' | 1,499,660 | ' | ' | ' | ' | ' |
Interest expense - bonds | ' | ' | ' | ' | ' | 111,407 | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | 145,386 | 33,980 | ' |
Debt Instrument Debt Discount Accumulated Amortization | ' | ' | ' | ' | ' | 1,760,875 | 369,334 | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | $4,058,500 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 4 Months Ended | 3 Months Ended | |||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Apr. 30, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | |
Trilogy Capital Partners, Inc. [Member] | Trilogy Capital Partners, Inc. [Member] | Robert Y. Lee [Member] | Robert Y. Lee [Member] | Grandview Capital Partners, Inc. [Member] | Grandview Capital Partners, Inc. [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Jeff Grout [Member] | Jeff Grout [Member] | Nick Florio [Member] | Nick Florio [Member] | TRIG [Member] | ||||
Working Capital [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting Fees Related Parties | $186,758 | $116,250 | ' | $15,000 | $15,000 | $0 | $45,000 | $30,000 | $45,000 | $7,500 | $11,250 | ' | $7,500 | $7,500 | $7,500 | $0 | $7,500 | $0 | ' |
Payments for Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 10,000 | ' | ' | ' | 5,000 | ' | ' |
Professional and Contract Services Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' |
Accounts Payable, Related Parties, Noncurrent | 4,167 | ' | ' | 15,000 | ' | ' | ' | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,167 | ' | ' |
Other Liabilities, Current | 151,660 | ' | 188,048 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,279 |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | 12,500 | ' | 12,500 | ' | 12,500 | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27,645 | ' | ' | $23,038 | ' | $23,038 | ' | $23,038 | ' | ' |
ACCOUNTS_RECEIVABLE_FINANCING_
ACCOUNTS RECEIVABLE FINANCING (Details Textual) | 3 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2014 | 31-May-14 | Feb. 21, 2013 | Aug. 31, 2014 | Aug. 31, 2014 | 31-May-14 | 31-May-14 | Aug. 31, 2014 | Jul. 25, 2014 | Aug. 31, 2014 | |
USD ($) | USD ($) | Accounts Receivable Financing [Member] | Accounts Receivable Financing [Member] | Accounts Receivable Financing [Member] | Credit and Security Agreement [Member] | Credit and Security Agreement [Member] | Credit and Security Agreement [Member] | Credit and Security Agreement [Member] | ||
USD ($) | Staffing 360 UK [Member] | Staffing 360 UK [Member] | USD ($) | USD ($) | Staffing 360 UK [Member] | |||||
GBP (£) | ||||||||||
Accounts Receivable Financing [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Factoring Arrangement Advance Percentage Eligible Receivable | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument Interest Rate Per Day Stated Percentage | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 12.00% | 9.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument Closing Fee | ' | ' | ' | $500 | ' | ' | ' | ' | ' | ' |
Factoring Arrangement Advance Percentage Eligible Receivable Temporary Placements | ' | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' |
Factoring Arrangement Advance Percentage Eligible Receivable Permanent Placements | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' |
Line of Credit Facility, Initiation Date | ' | ' | ' | ' | ' | ' | 1-Nov-12 | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | 15,000,000 | ' |
Debt Instrument, Basis Spread on Variable Rate | 5.00% | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' |
Debt Instrument, Description of Variable Rate Basis | ' | ' | ' | ' | ' | 'Libor | 'Libor | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | 3.90% | ' | ' | ' | ' | 5.15% |
Debt Instrument Maximum Amount | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' |
Debt Instrument Aggregate Limit | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' |
Line Of Credit Facility Interest Bearing Borrowing Threshold | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' |
Line of Credit Facility, Expiration Date | ' | ' | ' | ' | ' | ' | 31-Oct-15 | ' | ' | ' |
Other Short-term Borrowings | $13,402,537 | $11,260,207 | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2014 | 31-May-14 | |
Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $0.88 |
Equity Issuance One [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Value, Issued for Services | $27,850 | ' |
Stock Issued During Period Value Private Placements | ' | 565,000 |
Shares Issued, Price Per Share | ' | $0.90 |
Equity Issuance One [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.73 | ' |
Equity Issuance One [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.92 | ' |
Equity Issuance Two [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Private Placements | ' | 10,000,000 |
Stock Issued During Period Value Conversion Of Financings | 600,000 | ' |
Shares Issued, Price Per Share | $1.50 | $1 |
Equity Issuance Three [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | 1,025,379 |
Stock Issued During Period Value Conversion Of Liabilities | 11,868 | ' |
Shares Issued, Price Per Share | $1.50 | ' |
Equity Issuance Three [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $2.06 |
Equity Issuance Four [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Conversion Of Liabilities | ' | 100,982 |
Stock Issued During Period Value Issued In Connection With Financings | 103,232 | ' |
Shares Issued, Price Per Share | $0.62 | $0.88 |
Equity Issuance Five [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Conversion Of Financings | ' | 50,000 |
Stock Issued During Period Value Issued In Connection With Financings | 174,142 | ' |
Shares Issued, Price Per Share | $0.61 | $0.45 |
Equity Issuance Six [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued In Connection With Financings | ' | 297,047 |
Stock Issued During Period Value Issued To Board Of Directors | 55,300 | ' |
Shares Issued, Price Per Share | ' | $0.72 |
Equity Issuance Six [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.73 | ' |
Equity Issuance Six [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.95 | ' |
Equity Issuance Seven [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Conversion Of Liabilities | ' | 4,275 |
Stock Issued During Period Value Issued To Board Of Directors | 13,819 | ' |
Shares Issued, Price Per Share | ' | $0.45 |
Equity Issuance Seven [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.73 | ' |
Equity Issuance Seven [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.95 | ' |
Equity Issuance Eight [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued In Connection With Financings | ' | 61,026 |
Stock Issued During Period Value Issued To Board Of Directors | 13,819 | ' |
Shares Issued, Price Per Share | ' | $0.72 |
Equity Issuance Eight [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.73 | ' |
Equity Issuance Eight [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.95 | ' |
Equity Issuance Nine [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued To Board Of Directors | 13,819 | 111,612 |
Equity Issuance Nine [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.73 | $0.45 |
Equity Issuance Nine [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.95 | $2.04 |
Equity Issuance Ten [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued To Board Of Directors | ' | 4,098 |
Stock Issued During Period Value As Interest On Debt | 69,800 | ' |
Equity Issuance Ten [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.73 | $1.92 |
Equity Issuance Ten [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.85 | $1.98 |
Equity Issuance Eleven [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued To Board Of Directors | ' | 9,075 |
Stock Issued During Period Value Issued To Placement Agents | 19,895 | ' |
Equity Issuance Eleven [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.85 | $0.88 |
Equity Issuance Eleven [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | $1.95 | $2.04 |
Equity Issuance Twelve [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued To Board Of Directors | ' | 8,193 |
Equity Issuance Twelve [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $0.88 |
Equity Issuance Twelve [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $2.04 |
Equity Issuance Thirteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued To Employees | ' | 113,500 |
Equity Issuance Thirteen [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $0.88 |
Equity Issuance Thirteen [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $1.97 |
Equity Issuance Fourteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Value, Acquisitions | ' | 5,179,429 |
Equity Issuance Fourteen [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $0.88 |
Equity Issuance Fourteen [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $1.93 |
Equity Issuance Fifteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued To Placement Agents | ' | 786,208 |
Equity Issuance Fifteen [Member] | Minimum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $0.88 |
Equity Issuance Fifteen [Member] | Maximum [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Shares Issued, Price Per Share | ' | $2 |
Equity Issuance Sixteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued In Connection With Financings | ' | 488,177 |
Shares Issued, Price Per Share | ' | $1.63 |
Equity Issuance Seventeen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Issued In Connection With Financings | ' | 442,034 |
Shares Issued, Price Per Share | ' | $1.38 |
Equity Issuance Eighteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Conversion Of Financings | ' | 1,655,000 |
Shares Issued, Price Per Share | ' | $1 |
Equity Issuance Nineteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Value Conversion Of Liabilities | ' | $72,044 |
Shares Issued, Price Per Share | ' | $1 |
Common Stock [Member] | Equity Issuance One [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Private Placements | ' | 627,783 |
Stock Issued During Period, Shares, Issued for Services | 15,000 | ' |
Common Stock [Member] | Equity Issuance Two [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Private Placements | ' | 10,000,000 |
Stock Issued During Period Shares Conversion Of Financings | 400,000 | ' |
Common Stock [Member] | Equity Issuance Three [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | 831,055 |
Stock Issued During Period Shares Conversion Of Liabilities | 7,912 | ' |
Common Stock [Member] | Equity Issuance Four [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Conversion Of Liabilities | ' | 115,408 |
Stock Issued During Period Shares Issued In Connection With Financings | 64,500 | ' |
Common Stock [Member] | Equity Issuance Five [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Conversion Of Financings | ' | 111,111 |
Stock Issued During Period Shares Issued In Connection With Financings | 106,000 | ' |
Common Stock [Member] | Equity Issuance Six [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Issued In Connection With Financings | ' | 413,750 |
Stock Issued During Period, Shares, Issued To Board Of Directors | 30,000 | ' |
Common Stock [Member] | Equity Issuance Seven [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Conversion Of Liabilities | ' | 9,498 |
Stock Issued During Period, Shares, Issued To Board Of Directors | 7,497 | ' |
Common Stock [Member] | Equity Issuance Eight [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Issued In Connection With Financings | ' | 85,000 |
Stock Issued During Period, Shares, Issued To Board Of Directors | 7,497 | ' |
Common Stock [Member] | Equity Issuance Nine [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued To Board Of Directors | 7,497 | 121,250 |
Common Stock [Member] | Equity Issuance Ten [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued To Board Of Directors | ' | 2,083 |
Stock Issued During Period As Interest On Debt | 40,000 | ' |
Common Stock [Member] | Equity Issuance Eleven [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued To Board Of Directors | ' | 4,998 |
Stock Issued During Period Shares Issued To Placement Agents | 10,600 | ' |
Common Stock [Member] | Equity Issuance Twelve [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued To Board Of Directors | ' | 4,582 |
Common Stock [Member] | Equity Issuance Thirteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Issued To Employees | ' | 90,000 |
Common Stock [Member] | Equity Issuance Fourteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | 4,560,067 |
Common Stock [Member] | Equity Issuance Fifteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Issued To Placement Agents | ' | 1,338,922 |
Common Stock [Member] | Equity Issuance Sixteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Issued In Connection With Financings | ' | 299,850 |
Common Stock [Member] | Equity Issuance Seventeen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Issued In Connection With Financings | ' | 320,000 |
Common Stock [Member] | Equity Issuance Eighteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Conversion Of Financings | ' | 1,655,000 |
Common Stock [Member] | Equity Issuance Nineteen [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Stock Issued During Period Shares Conversion Of Liabilities | ' | 72,044 |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 3 Months Ended | ||
Aug. 31, 2014 | 31-May-14 | 31-May-13 | |
Warrant [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number Outstanding | 6,760,765 | ' | ' |
Warrants Outstanding Weighted Average Remaining Contractual Life (years) | '2 years 3 months 18 days | ' | ' |
Weighted Average Exercise Price | $1.97 | $1.97 | $1.80 |
Number Exercisable | 6,760,765 | ' | ' |
Warrants Exercisable Weighted Average Exercise Price | $1.97 | ' | ' |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Exercise Price | $2 | ' | ' |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Exercise Price | $1.80 | ' | ' |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (Warrant [Member], USD $) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2014 | 31-May-14 | |
Warrant [Member] | ' | ' |
Options | ' | ' |
Outstanding at May 31, 2013 | 6,760,765 | 583,338 |
Issued | 0 | 6,177,427 |
Exercised | 0 | 0 |
Expired | 0 | 0 |
Outstanding at May 31, 2014 | 6,760,765 | 6,760,765 |
Weighted Average Exercise Price | ' | ' |
Outstanding at May 31, 2013 | $1.97 | $1.80 |
Issued | $0 | $1.82 |
Exercised | $0 | $0 |
Expired | $0 | $0 |
Outstanding at August 31, 2014 | $1.97 | $1.97 |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 3 Months Ended |
Aug. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Risk-free interest rate (maximum): | 1.77% |
Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Exercise price: | 2 |
Volatility (minimum): | 48.49% |
Volatility (maximum): | 80.03% |
Expected dividend rate: | 0.00% |
Expected terms (years): | '5 years |
Risk-free interest rate (minimum): | 1.58% |
Maximum [Member] | Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Market price at date of grant: | 1.91 |
Minimum [Member] | Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Market price at date of grant: | 0.875 |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (Employee Stock Option [Member], USD $) | 3 Months Ended | 12 Months Ended |
Aug. 31, 2014 | 31-May-14 | |
Employee Stock Option [Member] | ' | ' |
Options | ' | ' |
Outstanding | 1,900,000 | 0 |
Granted | 325,000 | 1,900,000 |
Exercised | 0 | 0 |
Expired or cancelled | 0 | 0 |
Outstanding | 2,225,000 | 1,900,000 |
Weighted Average Exercise Price | ' | ' |
Outstanding | $2 | $0 |
Granted | $2 | $2 |
Exercised | $0 | $0 |
Expired or cancelled | $0 | $0 |
Outstanding | $2 | $2 |
Aggregate Intrinsic Value | ' | ' |
Aggregate Intrinsic Value Outstanding | $0 | $0 |
Aggregate Intrinsic Value Outstanding | $0 | $0 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | Aug. 31, 2014 | 31-May-14 | 7-May-13 | Apr. 13, 2013 | Jun. 28, 2013 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Jul. 31, 2014 | Jul. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2013 |
Minimum [Member] | Stock Options [Member] | Stock Options [Member] | 2014 Equity Plan [Member] | 2014 Equity Plan [Member] | 2014 Equity Plan [Member] | 2014 Equity Plan [Member] | 2014 Equity Plan [Member] | 2014 Equity Plan [Member] | 2014 Equity Plan [Member] | |||||
Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | 2014 Issuance One [Member] | 2014 Issuance Two [Member] | ||||||||
Maximum [Member] | Minimum [Member] | Stock Options [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 75,000,000 | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 33,647,040 | 32,950,537 | ' | 2,540,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | 33,647,040 | 32,950,537 | ' | 7,620,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum options authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Plan expiration date | ' | ' | ' | ' | ' | ' | ' | 30-Apr-24 | ' | ' | ' | ' | ' | ' |
Share-based payment expense | ' | ' | ' | ' | ' | ' | ' | $22,596 | $0 | ' | ' | ' | ' | ' |
Options granted | ' | ' | ' | ' | ' | 325,000 | 1,900,000 | ' | ' | ' | ' | ' | 1,475,000 | 750,000 |
Options, exercise price | ' | ' | ' | ' | ' | $2 | $2 | ' | ' | ' | ' | ' | $2 | $2 |
Vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 100.00% |
Options, exercisable term | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | $601,787 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost recognition period | ' | ' | ' | ' | ' | ' | ' | '57 years | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 1,500,000 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
22-May-14 | Aug. 31, 2014 | 31-May-14 | Jan. 31, 2014 | Nov. 30, 2013 | Mar. 01, 2014 | Jul. 19, 2012 | Jan. 31, 2014 | Feb. 15, 2013 | Feb. 15, 2013 | Feb. 28, 2014 | Apr. 26, 2013 | Mar. 01, 2014 | Feb. 14, 2013 | Feb. 14, 2013 | Feb. 14, 2013 | Feb. 15, 2013 | 31-May-14 | Jan. 03, 2014 | Aug. 22, 2013 | Jul. 15, 2012 | 31-May-14 | 31-May-14 | Jul. 01, 2013 | Jul. 15, 2012 | Apr. 30, 2014 | Jan. 02, 2014 | 31-May-14 | Jul. 01, 2013 | Apr. 30, 2014 | Jul. 01, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | 31-May-14 | 31-May-14 | 31-May-14 | Apr. 26, 2013 | Jan. 02, 2014 | Feb. 21, 2013 | Feb. 21, 2013 | Feb. 21, 2013 | 31-May-14 | Jan. 03, 2014 | Feb. 15, 2013 | Feb. 24, 2014 | Feb. 24, 2013 | Mar. 21, 2013 | Nov. 04, 2013 | Nov. 04, 2013 | Nov. 04, 2013 | Jan. 03, 2014 | Jan. 03, 2014 | Jan. 03, 2014 | Feb. 11, 2014 | Feb. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | 17-May-14 | 17-May-14 | |
USD ($) | USD ($) | USD ($) | River Star Professional Group [Member] | River Star Professional Group [Member] | River Star Professional Group [Member] | River Star Professional Group [Member] | Grandview Capital Partners, Inc. [Member] | Grandview Capital Partners, Inc. [Member] | Trilogy Capital Partners, Inc. [Member] | Pylon Management, Inc. [Member] | Pylon Management, Inc. [Member] | Pylon Management, Inc. [Member] | Pylon Management, Inc. [Member] | Pylon Management, Inc. [Member] | Pylon Management, Inc. [Member] | Joshua Capital, LLC. [Member] | Rempel Ventures LLC [Member] | Rempel Ventures LLC [Member] | Rempel Ventures LLC [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Dimitri Villard [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Jeff Grout [Member] | Jeff Grout [Member] | Jeff Grout [Member] | Nick Florio [Member] | Nick Florio [Member] | Nick Florio [Member] | Allan Hartley [Member] | Allan Hartley [Member] | Allan Hartley [Member] | Allan Hartley [Member] | Allan Hartley [Member] | Alfonso J. Cervantes [Member] | Alfonso J. Cervantes [Member] | Alfonso J. Cervantes [Member] | Darren Minton [Member] | Darren Minton [Member] | Mark P. Aiello [Member] | Charlie Cooper [Member] | Margaret Gesualdi [Member] | Simon Dealy [Member] | Matt Briand [Member] | Brendan Flood [Member] | Brendan Flood [Member] | Nicholas Koutsivitis [Member] | Wade Pearson [Member] | Jeff R. Mitchell [Member] | Jeff R. Mitchell [Member] | Jeff R. Mitchell [Member] | Linda Moraski [Member] | Linda Moraski [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Completion Of First Acquisition [Member] | Completion Of Second Acquisition [Member] | USD ($) | USD ($) | USD ($) | USD ($) | Corporate Governance And Nominating Committee [Member] | Compensation Committee [Member] | Board Of Directors [Member] | Board Of Directors [Member] | Separate Advisory Agreement [Member] | Separate Advisory Agreement [Member] | Audit Committee [Member] | Board Of Directors [Member] | Separate Advisory Agreement [Member] | Separate Advisory Agreement [Member] | Corporate Governance And Nominating Committee [Member] | Compensation Committee [Member] | Board Of Directors [Member] | Corporate Governance And Nominating Committee [Member] | Audit Committee [Member] | Board Of Directors [Member] | USD ($) | USD ($) | USD ($) | Completion Of First Acquisition [Member] | Completion Of Second Acquisition [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | March Seventeenth Twenty Fourteen [Member] | One Year Anniversary Of Employment [Member] | PSI [Member] | PRS [Member] | ||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, total contractual obligation payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock to be issued to adviser as consulting compensation, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, cash compensation payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | 20,000 | ' | 30,000 | ' | ' | 30,000 | ' | 30,000 | ' | 30,000 | ' | 20,000 | 30,000 | ' | 20,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, cash portion fee payable per month | ' | ' | ' | ' | ' | ' | 5,000 | 10,000 | 10,000 | 5,000 | ' | ' | ' | ' | 5,000 | ' | 10,000 | ' | 13,000 | 3,000 | 1,875 | 1,667 | ' | 2,500 | ' | ' | 2,500 | ' | 2,500 | ' | 2,500 | ' | 1,667 | 2,500 | ' | 1,667 | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, common stock to be issued as compensation, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 10,000 | ' | ' | ' | 30,000 | 10,000 | ' | ' | 30,000 | 10,000 | 10,000 | ' | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, number of shares to be issued each month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 833 | 833 | 2,500 | ' | ' | 2,500 | 833 | 2,500 | ' | 2,500 | 833 | 833 | 2,500 | 833 | 833 | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, advisor fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to board of directors, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages sought | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damage sought, deferred tax asset | 154,433 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum lease obligation, 2015 | ' | 414,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum lease obligation, 2016 | ' | 466,220 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum lease obligation, 2017 | ' | 132,339 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | 285,283 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment agreement, officer, compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 7,500 | 180,000 | ' | ' | 250,000 | 120,000 | 180,000 | 48,000 | 150,000 | 200,000 | 190,000 | 200,000 | 300,000 | 315,000 | 192,000 | 120,000 | 180,000 | 250,000 | ' | ' | 112,500 | 37,500 |
Employment agreement, officer, shares transfer percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment agreement, officer, shares, vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to officer pursuant to agreement, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to officer pursuant to agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,587 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional share based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 50,000 | 25,000 | ' | ' |
Employment agreement, officer, compensation, bonus percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | 50.00% | 25.00% | 50.00% | 50.00% | ' | ' | ' | ' |
Employment agreement, officer, compensation, performance bonus paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment agreement, officer, commission percentage of gross profit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 2.00% | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' |
Employment agreement, officer, commission, maximum percentage of gross profit per month | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 1.75% | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' |
Performance based compensation, gross profit threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | 750,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options to be granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' |
Options to vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | 30,000 | ' | ' |
Options, exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' | ' |
Options, exercisable term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Consulting agreement, value of stock to be issued each month | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, cash compensation payable per month after increase | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of performance fee | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of performance fee, maximum | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, bonus fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, initial retainer fee | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, hourly rate | ' | ' | ' | ' | ' | 250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting Agreement Percent Of Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement, cash paid | ' | ' | ' | $153,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to consultant pursuant to agreement, shares | ' | ' | ' | 36,388 | ' | ' | ' | ' | ' | ' | 150,000 | 175,734 | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GEOGRAPHICAL_SEGMENTS_Details
GEOGRAPHICAL SEGMENTS (Details) (USD $) | 3 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenue | $33,439,373 | $1,343,375 | ' |
Assets | 44,121,454 | ' | 43,685,182 |
Liabilities | 36,489,587 | ' | 33,065,772 |
UNITED STATES | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenue | 31,188,539 | 1,343,375 | ' |
Assets | 41,396,973 | ' | 40,685,600 |
Liabilities | 34,226,591 | ' | 30,419,809 |
CANADA | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenue | 63,003 | 0 | ' |
Assets | 82,193 | ' | 102,351 |
Liabilities | 6,032 | ' | 6,994 |
UNITED KINGDOM | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Revenue | 2,187,831 | 0 | ' |
Assets | 2,642,288 | ' | 2,897,231 |
Liabilities | $2,256,964 | ' | $2,638,969 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | Aug. 31, 2014 | Apr. 26, 2013 | Aug. 31, 2014 | Nov. 04, 2013 | Jan. 03, 2014 | Aug. 31, 2014 | Feb. 28, 2014 | Aug. 31, 2014 | 17-May-14 |
TRG [Member] | TRG [Member] | CSI [Member] | CSI [Member] | Staffing 360 UK [Member] | Poolia [Member] | Poolia [Member] | PS [Member] | PS [Member] | |
ASSETS: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | $47,881 | ' | $1,475,716 | $15,550,449 | ' | $1,207,897 | ' | $2,878,448 |
Intangible assets | 1,054,801 | 1,054,801 | 912,000 | 912,000 | 10,050,000 | 465,321 | 465,321 | 2,999,100 | 2,999,100 |
Goodwill | ' | 1,412,646 | ' | 1,287,609 | 2,994,057 | ' | 584,701 | ' | 4,789,880 |
Total | ' | 2,515,328 | ' | 3,675,325 | 28,544,506 | ' | 2,257,919 | ' | 10,667,428 |
LIABILITIES: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current liabilities | ' | 5,986 | ' | 144,871 | 15,254,943 | ' | 631,653 | ' | 1,707,420 |
Non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 572,900 |
Net purchase price | ' | $2,509,342 | ' | $3,530,454 | $13,289,563 | ' | $1,626,266 | ' | $8,387,108 |
ACQUISITIONS_Details_1
ACQUISITIONS (Details 1) (USD $) | 3 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Weighted average number of shares - Basic and diluted | 33,299,130 | 12,869,973 |
Pro Forma [Member] | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Net Revenues | 33,439,373 | 28,982,973 |
Net (loss) income from continuing operations | -1,429,641 | 332,863 |
Net (loss) income per share from continuing operations | -0.04 | 0.02 |
Weighted average number of shares - Basic and diluted | 33,299,130 | 17,430,040 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||||||
Jan. 03, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Feb. 21, 2013 | 17-May-14 | Apr. 26, 2013 | Apr. 26, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Aug. 31, 2014 | Nov. 04, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Aug. 31, 2014 | 31-May-14 | Aug. 31, 2014 | Feb. 28, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | 17-May-14 | 17-May-14 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | 17-May-14 | Aug. 31, 2014 | 17-May-14 | 17-May-14 | Jan. 03, 2014 | Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Jan. 03, 2014 | Aug. 31, 2014 | |
PS Seller [Member] | TRG [Member] | TRG [Member] | TRG [Member] | TRG [Member] | TRG [Member] | TRG [Member] | CSI [Member] | CSI [Member] | CSI [Member] | CSI [Member] | CSI [Member] | Initio International Holdings Limited [Member] | Initio International Holdings Limited [Member] | Poolia [Member] | Poolia [Member] | Poolia [Member] | Poolia [Member] | PeopleSERVE, Inc. [Member] | PeopleSERVE PRS, Inc. [Member] | PS [Member] | PS [Member] | PS [Member] | PS [Member] | PS [Member] | PS [Member] | PS [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | Staffing 360 UK [Member] | ||||||
Trade name | Trade name | Trade name | PS Seller [Member] | PS Seller [Member] | Promissory notes - Staffing 360 Solutions (UK) [Member] | Trade name | ||||||||||||||||||||||||||||||||
People Serve Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, percentage of voting interests transferred | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Aggregate consideration price | $13,290,000 | ' | ' | ' | ' | ' | $2,509,342 | ' | ' | ' | ' | ' | $3,530,454 | ' | ' | ' | ' | ' | ' | $1,626,266 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,400,000 | ' | $13,290,000 | ' | ' | ' | ' | ' |
Fixed consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional payment to acquire business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payment | ' | ' | ' | ' | ' | ' | 907,287 | ' | ' | ' | ' | ' | 1,311,454 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,705,675 | ' | 6,440,000 | ' | ' | ' | ' | ' |
Payment made by issuance of stock | ' | ' | ' | ' | ' | ' | 410,055 | 410,055 | ' | ' | ' | ' | 119,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,175,814 | ' | 2,884,614 | ' | ' | ' | ' | ' |
Shares issued in business acquisition | ' | ' | ' | ' | ' | ' | 512,569 | ' | ' | ' | ' | ' | 136,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,127,365 | ' | 3,296,702 | ' | ' | ' | ' | ' |
Fair Value at Issuance (per share) | ' | ' | ' | ' | ' | ' | $0.80 | $0.80 | ' | ' | ' | ' | $0.88 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.93 | ' | $0.88 | ' | ' | ' | ' | ' |
Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Issuance of promissory note as part of business combination | ' | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,367,466 | ' | ' | ' | ' | 3,964,949 | ' |
Interest rate | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' |
Due to sellers | ' | 39,206 | ' | 1,347,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,138,153 | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interest | ' | ' | ' | ' | ' | 572,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 572,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to non-controlling interest | ' | 104,663 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Business Combination Maximum Contingent Consideration | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance Based Compensation Percentage Of Gross Profit Below Threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance based compensation, gross profit threshold | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance Based Compensation Percentage Of Gross Profit Above Threshold | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments To Earn Out Agreement | ' | 128,021 | 65,040 | ' | ' | ' | ' | ' | ' | 52,075 | ' | ' | ' | 84,225 | ' | ' | ' | ' | ' | ' | 1,564,475 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance based compensation earn out liability | ' | ' | ' | ' | ' | ' | 1,192,000 | 1,192,000 | 885,349 | ' | ' | ' | 2,100,000 | 1,753,058 | ' | ' | ' | ' | ' | ' | 61,791 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | 1,054,801 | 1,054,801 | 1,054,801 | ' | ' | ' | 912,000 | 912,000 | ' | ' | ' | ' | 10,050,000 | 465,321 | 465,321 | ' | ' | ' | ' | 2,999,100 | ' | ' | 2,999,100 | ' | ' | ' | 10,050,000 | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '4 years | '15 years | ' | '4 years | ' | '4 years | '15 years | '4 years | ' | ' | '4 years | ' | ' | ' | ' | '4 years | ' | '4 years | ' | '15 years | ' | ' | ' | '4 years | ' | ' | ' | '15 years |
Amortization of intangible | ' | 655,579 | 62,483 | ' | ' | ' | ' | ' | 0 | 62,483 | ' | ' | ' | 45,549 | 0 | ' | ' | ' | ' | ' | 29,083 | 0 | ' | ' | ' | 153,619 | 0 | ' | ' | ' | ' | ' | ' | 427,329 | 0 | ' | ' | ' |
2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 136,649 | ' | ' | ' | ' | ' | ' | 87,247 | ' | ' | ' | ' | 460,856 | ' | ' | ' | ' | ' | ' | ' | 1,281,988 | ' | ' | ' | ' |
2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 182,198 | ' | ' | ' | ' | ' | ' | 116,330 | ' | ' | ' | ' | 614,475 | ' | ' | ' | ' | ' | ' | ' | 1,709,317 | ' | ' | ' | ' |
2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 182,198 | ' | ' | ' | ' | ' | ' | 116,330 | ' | ' | ' | ' | 614,475 | ' | ' | ' | ' | ' | ' | ' | 1,709,317 | ' | ' | ' | ' |
2018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,027 | ' | ' | ' | ' | ' | ' | 87,248 | ' | ' | ' | ' | 403,688 | ' | ' | ' | ' | ' | ' | ' | 1,118,796 | ' | ' | ' | ' |
Each year 2019-2028 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,619 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | 287,733 | ' | ' | ' | ' |
2029 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,508 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,333 | ' | ' | ' | ' | ' | ' | ' | 167,844 | ' | ' | ' | ' |
Impairment of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 823,567 | ' | ' | 10,025 | ' | 10,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible, net | ' | $13,147,726 | ' | $13,803,305 | ' | ' | ' | ' | $0 | ' | $0 | ' | ' | $748,771 | ' | $794,321 | ' | $9,337,785 | $8,910,456 | ' | $407,156 | ' | $436,238 | ' | ' | $2,819,878 | ' | $2,973,497 | ' | ' | ' | ' | ' | ' | ' | $8,910,456 | ' | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||
Aug. 31, 2014 | Aug. 31, 2013 | 31-May-14 | Feb. 21, 2013 | Aug. 31, 2014 | Jul. 29, 2014 | 31-May-14 | Jul. 31, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Oct. 15, 2014 | Jun. 30, 2014 | Aug. 31, 2014 | Oct. 03, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Sep. 15, 2014 | Sep. 02, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | |
Series B Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | Robert Mayer [Member] | |||||
Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Series B Convertible Bonds [Member] | Series B Convertible Bonds [Member] | Series B Convertible Bonds [Member] | Series B Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Series A Convertible Bonds [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||
Sterling National Bank [Member] | Sterling National Bank [Member] | Common Stock [Member] | Warrant [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | ||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $425,000 | ' | ' | $1,060,000 | $2,998,500 | $280,000 | ' | ' | ' | ' | ' | $475,000 | ' | ' | ' | $50,000 | $125,000 | $100,000 | $100,000 |
Stock Issued During Period Shares Issued In Connection With Financings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,850 | ' | ' | ' | ' | ' | 2,500 | 7,500 | ' | ' |
Repayments of Notes Payable | 1,350,275 | ' | ' | ' | ' | ' | ' | ' | 177,479 | 177,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | 174,538 | 174,538 | 805,000 | ' | ' | ' | 3,253,500 | ' | ' | ' | ' | ' | ' |
Interest Paid | 53,782 | 0 | ' | ' | ' | ' | ' | ' | 3,229 | 3,229 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 12.00% | 12.00% | 12.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase, Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,381 | ' | ' | ' | 165,539 | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 564,921 | ' | ' | ' | ' | 3,419,039 | 1,709,520 | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $1.50 | $1.50 | ' | ' | ' | $1.50 | ' | ' | ' | $1.50 | $1 | $2 | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease), Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |