Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Nov. 30, 2015 | Jan. 14, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Staffing 360 Solutions, Inc. | |
Entity Central Index Key | 1,499,717 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | STAF | |
Entity Common Stock, Shares Outstanding | 4,903,569 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Current Assets: | ||
Cash and equivalents | $ 1,040,939 | $ 19,194 |
Accounts receivable, net | 22,944,887 | 18,759,616 |
Deferred financing, net | 1,838,474 | 1,151,434 |
Prepaid expenses and other current assets | 993,993 | 1,023,453 |
Total Current Assets | 26,818,293 | 20,953,697 |
Property and equipment, net | 613,744 | 506,005 |
Goodwill | 14,209,716 | 8,399,786 |
Intangible assets, net | 12,552,253 | 10,568,862 |
Other assets | 2,295,195 | 1,903,905 |
Total Assets | 56,489,201 | 42,332,255 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 10,446,535 | 7,090,856 |
Accounts payable and accrued expenses - related parties | 50,000 | 175,000 |
Accrued payroll and taxes | 5,165,872 | 4,015,594 |
Convertible notes payable, net | 1,507,772 | 202,068 |
Promissory notes | 3,109,304 | 1,646,442 |
Earn-out liabilities | 1,579,690 | 270,180 |
Accounts receivable financing | 14,788,001 | 13,015,618 |
Series A and B bonds payable, net | 1,056,500 | 1,086,400 |
Other current liabilities | 0 | 46,421 |
Total Current Liabilities | 37,703,674 | 27,548,579 |
Dividends payable | 149,670 | 49,890 |
Interest payable | 165,539 | 123,832 |
Earn-out liabilities | 1,201,044 | 1,287,407 |
Convertible notes payable, net | 3,301,056 | 0 |
Promissory notes | 3,834,354 | 3,820,487 |
Total Liabilities | 46,355,337 | 32,830,195 |
Stockholders' Equity: | ||
Preferred stock, $0.00001 par value, 20,000,000 shares authorized; Series A Preferred Stock, 1,663,008 designated, $10.00 stated value, 1,663,008 and 0 shares issued and outstanding as of November 30, 2015 and May 31, 2015, respectively | 17 | 17 |
Common stock, $0.00001 par value, 200,000,000 shares authorized; 4,891,320 and 4,573,360 shares issued and outstanding as of November 30, 2015 and May 31, 2015, respectively | 49 | 44 |
Additional paid in capital | 48,409,897 | 42,883,904 |
Accumulated other comprehensive income (loss) | 49,163 | (27,479) |
Accumulated deficit | (39,599,520) | (34,407,771) |
Total Staffing 360 Solutions, Inc. Stockholders' Equity | 8,859,606 | 8,448,715 |
Non-controlling interest | 1,274,258 | 1,053,345 |
Total Equity | 10,133,864 | 9,502,060 |
Total Liabilities and Stockholders' Equity | $ 56,489,201 | $ 42,332,255 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Nov. 30, 2015 | May. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Designated | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 4,891,320 | 4,573,360 |
Common Stock, Shares, Outstanding | 4,891,320 | 4,573,360 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 10 | $ 10 |
Preferred Stock, Shares Designated | 1,663,008 | 1,663,008 |
Preferred Stock, Shares Issued | 1,663,008 | 0 |
Preferred Stock, Shares Outstanding | 1,663,008 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015USD ($)$ / sharesshares | Nov. 30, 2014USD ($)$ / sharesshares | Nov. 30, 2015USD ($)$ / sharesshares | Nov. 30, 2014USD ($)$ / sharesshares | |
Revenue | $ 41,349,934 | $ 33,102,321 | $ 77,233,452 | $ 65,677,322 |
Cost of Revenue | 33,880,009 | 27,260,859 | 63,443,074 | 54,171,765 |
Gross Profit | 7,469,925 | 5,841,462 | 13,790,378 | 11,505,557 |
Operating Expenses: | ||||
Salaries and wages | 5,428,780 | 4,166,293 | 9,589,859 | 7,982,842 |
Professional fees | 1,551,260 | 757,041 | 2,141,208 | 1,672,936 |
Consulting fees - Related parties | 506,187 | 103,166 | 577,687 | 289,924 |
Depreciation and amortization | 800,229 | 696,688 | 1,537,345 | 1,391,374 |
General and administrative expenses | 924,300 | 1,101,075 | 2,343,788 | 2,550,565 |
Impairment of intangibles | 0 | 703,222 | 0 | 703,222 |
Operating expenses - Restructuring | 0 | 868,207 | 0 | 868,207 |
Total Operating Expenses | 9,210,756 | 8,395,692 | 16,189,887 | 15,459,070 |
Loss From Operations | (1,740,831) | (2,554,230) | (2,399,509) | (3,953,513) |
Other Income / (Expenses): | ||||
Interest expense | (678,833) | (515,833) | (1,120,452) | (966,685) |
Amortization of deferred financing and original issue discount | (325,049) | (157,938) | (476,565) | (509,308) |
Amortization of beneficial conversion feature | (193,345) | (598,269) | (366,040) | (2,346,705) |
Amortization of debt discount | (242,606) | (236,423) | (504,768) | (1,026,798) |
Other income / (loss) | 4,532 | 108,672 | 39,982 | 160,693 |
Interest expense - Restructuring | 0 | (2,541,853) | 0 | (2,541,853) |
Gain on settlement of debt - Restructuring | 0 | 813,912 | 0 | 813,912 |
Modification Expense | (40,216) | 0 | (40,216) | 0 |
Modification Expense - Restructuring | (5,215) | (3,082,447) | (10,429) | (3,082,447) |
Loss Before Provision For Income Tax | (3,221,563) | (8,764,409) | (4,877,997) | (13,452,704) |
Income tax benefit / (expense) | 41,740 | 36,381 | 6,941 | 98,995 |
Net Loss From Continued Operations | (3,179,823) | (8,728,028) | (4,871,056) | (13,353,709) |
Net Income / (Loss) From Discontinued Operations | 0 | (9,168) | 0 | (46,760) |
Net Loss | (3,179,823) | (8,737,196) | (4,871,056) | (13,400,469) |
Net income (loss) attributable to non-controlling interest | 206,357 | 111,892 | 220,913 | 216,555 |
Net Loss Attributable To Staffing 360 Solutions, Inc. | (3,386,180) | (8,849,088) | (5,091,969) | (13,617,024) |
Dividends - Series A preferred stock | 49,890 | 0 | 99,780 | 0 |
Net loss attributable to common stock | $ (3,436,070) | $ (8,849,088) | $ (5,191,749) | $ (13,617,024) |
Basic And Diluted Income / (Loss) from Continued Operations (in dollars per share) | $ / shares | $ (0.68) | $ (2.44) | $ (1.06) | $ (3.87) |
Basic And Diluted Income / (Loss) from Discontinued Operations (in dollars per share) | $ / shares | 0 | 0 | 0 | (0.01) |
Basic And Diluted Income / (Loss) per Share (in dollars per share) | $ / shares | $ (0.68) | $ (2.44) | $ (1.06) | $ (3.88) |
Weighted Average Shares Outstanding - Basic And Diluted (in shares) | shares | 4,706,554 | 3,575,949 | 4,599,032 | 3,451,770 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Net Loss | $ (3,179,823) | $ (8,737,196) | $ (4,871,056) | $ (13,400,469) |
Other Comprehensive Income | ||||
Foreign exchange translation | 80,375 | 30,424 | 76,642 | 12,635 |
Comprehensive Loss Attributable to the Company | $ (3,099,448) | $ (8,706,772) | $ (4,794,414) | $ (13,387,834) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,871,056) | $ (13,353,709) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Net loss from discontinued operations | 0 | (46,760) |
Depreciation | 108,554 | 75,605 |
Write off of fixed assets | 49,295 | 0 |
Amortization of intangible assets | 1,428,791 | 1,311,159 |
Amortization of deferred finance costs and original issue discount | 476,565 | 509,308 |
Amortization of debt discount | 504,768 | 1,026,798 |
Amortization of beneficial conversion feature | 366,040 | 2,346,705 |
Change in fair value of goodwill | 0 | (81,149) |
Impairment of goodwill | 0 | 703,222 |
Stock based compensation | 1,611,102 | 456,305 |
Warrants issued as interest to noteholders | 0 | 1,348,536 |
Modification expense | 50,645 | 3,082,447 |
Gain on settlement of debt | (35,450) | (813,912) |
Dividends declared - Series A preferred | 99,780 | 0 |
Interest paid in common stock | 30,850 | 273,879 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (468,438) | (1,911,156) |
Prepaid expenses and other current assets | 73,951 | 164,135 |
Other assets | (391,290) | (70,521) |
Accounts payable and accrued expenses | (273,098) | 3,059,370 |
Accounts payable - Related parties | (25,220) | (21,080) |
Accrued payroll and taxes | 1,150,277 | (84,021) |
Other current liabilities | (46,421) | (116,608) |
Interest payable - Long term | 41,707 | 0 |
NET CASH USED IN OPERATING ACTIVITIES - CONTINUING OPERATIONS | (118,648) | (2,141,447) |
NET CASH PROVIDED BY OPERATING ACTIVITIES - DISCONTINUED OPERATIONS | 0 | 185,340 |
NET CASH USED IN OPERATING ACTIVITIES | (118,648) | (1,956,107) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition - Payments due to seller | (82,984) | (1,347,215) |
Payment towards earn-out liability | (86,364) | (255,980) |
Purchase of fixed assets | (97,502) | (117,652) |
Cash paid for purchase of subsidiary | (3,653,829) | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (3,920,679) | (1,720,847) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Deferred financing payments | (1,115,456) | (265,535) |
Proceeds from convertible notes payable, net of original issue discount | 4,279,000 | 100,000 |
Repayment of convertible notes payable | (275,445) | (300,000) |
Proceeds from promissory notes payable | 1,555,450 | 1,455,000 |
Repayment of promissory notes | (1,052,014) | (1,858,027) |
Proceeds from accounts receivable financing | 1,772,383 | 2,438,930 |
Proceeds from sale of bonds | 0 | 2,041,500 |
Repayment of bonds | (100,000) | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,063,918 | 3,611,868 |
NET INCREASE IN CASH | 1,024,591 | (65,086) |
Effect of variation of exchange rate on cash held in foreign currency | (2,846) | 0 |
CASH - Beginning of period | 19,194 | 1,295,733 |
CASH - End of period | 1,040,939 | 1,230,647 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 859,144 | 102,958 |
Income taxes | 52,183 | 0 |
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Intangible asset | 3,412,182 | 0 |
Goodwill | 5,809,930 | 0 |
Common stock issued in connection with purchase of subsidiary | 700,168 | 0 |
Promissory notes issued in connection with acquisitions | 3,893,274 | 0 |
Earnout liability | 1,309,510 | 0 |
Common stock issued to placement agent | 0 | 27,832 |
Conversion of accounts payable to common stock | 0 | 32,870 |
Conversion of a convertible note payable | 0 | 600,000 |
Conversion of interest related to a convertible note payable | 0 | 193,023 |
Beneficial conversion feature in relation to issuance of debt | 1,980,475 | 667,941 |
Debt discount in relation to issuance of debt | 1,274,875 | 416,230 |
Assets acquired from purchase of subsidiaries | 4,164,849 | 0 |
Liabilities assumed from acquisitions | 3,740,255 | 0 |
Promissory Notes [Member] | ||
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued | 0 | 2,994,202 |
Convertible Bonds [Member] | ||
SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued | $ 0 | $ 3,528,500 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Nov. 30, 2015 | |
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 changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF”, on March 16, 2012. On May 11, 2015, the Company restructured its U.K. subsidiary, Staffing 360 Solutions (U.K.) Limited (“Staffing (U.K.)”). The Company paid an in-kind dividend to Staffing 360 Solutions Limited and as a result Faro Recruitment America, Inc. (“Faro”) along with its subsidiary Monroe Staffing Services, LLC (“Monroe”) is now a subsidiary of the parent company, Staffing 360 Solutions, Inc. On May 29, 2015, Staffing 360 designated 1,663,008 0.00001 10.00 12 Shares of the Series A Preferred Stock are convertible into shares of Common Stock at the holder’s election at any time prior to December 31, 2018 (“the Redemption Date”), at a conversion rate of one and three tenths (1.3) shares of Common Stock for every one share of Series A Preferred Stock that the holder elects to convert. On July 8, 2015, the Company completed its seventh acquisition by purchasing one hundred percent ( 100 6,133,521 2,498,379 62,460 8.20 512,168 2,498,379 624,595 The Company effected a one-for-ten 45,732,674 4,573,360 On November 5, 2015, the Company, through Longbridge Recruitment 360 Limited, a subsidiary of Staffing (UK), completed its eighth acquisition by entering into (i) a Purchase Agreement with the majority owners of the issued and outstanding equity interests of The JM Group Limited, an England and Wales company (“JM” or “The JM Group”), and (ii) certain minority shareholders. Pursuant to the agreement, the Company purchased one hundred percent ( 100 750,000 1,155,000 40,000 4.70 188,000 500,000 770,000 6 6 850,000 1,310,000 90 20,000 if the Anniversary Gross Profit is 100% or more the Completion Gross Profit; or if the Anniversary Gross Profit is greater than or equal to 75% of the Completion Gross Profit, but less than 100% of the Completion Gross Profit, an amount of shares equal to the product of (i) the Anniversary Gross Profit divided by the Completion Gross Profit and (ii) multiplied by 20,000. On December 30, 2015, Staffing 360 filed a Certificate of Designations, Preferences and Rights of Series B Preferred Stock with the Nevada Secretary of State, whereby the Company designated 200,000 0.00001 10.00 |
RESTRUCTURING PLAN AND IMPLEMEN
RESTRUCTURING PLAN AND IMPLEMENTATION | 6 Months Ended |
Nov. 30, 2015 | |
Going Concern [Abstract] | |
RESTRUCTURING PLAN AND IMPLEMENTATION Disclosure [Text Block] | NOTE 2 RESTRUCTURING PLAN AND IMPLEMENTATION During the first and second quarters of fiscal 2015, the Company conducted a thorough review and evaluation of its business operations and strategies, a forecast for the staffing industry, and the business environment in general. The Company concluded that it was imperative to take immediate action to reduce short and medium-term debt service obligations, consulting/advisory agreements, employment costs and other corporate commitments that were overburdening the Company’s working capital and ability to fund continuing business operations, raise additional equity capital and/or debt, and execute its business plan. As such, on September 3, 2014, the Company formally established a Restructuring Committee, comprised of a Chairman and four (4) others selected from its board of directors to evaluate and formalize a Restructuring Plan. The Restructuring Plan was presented and adopted by the board of directors on September 3, 2014. Management planned to pursue each of the initiatives of the Restructuring Plan, some of which were contingent upon third parties’ acceptance of the restructuring terms and may not be fully achieved. Cost Reduction or Restructuring Goals and Key Initiatives: Certain targeted initiatives have been and are being achieved through the following actions: · Short- and Medium-term debt service: The approved Restructuring Plan authorized management to approach existing debt holders with this proposal. The Company offered equity in the form of common stock and/or warrants in exchange for conversion or deferral of existing notes/obligations. The Company exchanged equity with a fair value in excess of the aggregate amount of debt being extinguished. Upon execution of all necessary agreements, the Company recognized a loss on the transaction. In accordance with ASC 470-40-2, the difference between the reacquisition price of debt and the net carrying amount of the extinguished debt shall be recognized currently in the period of extinguishment as losses or gains. Gains and losses shall not be amortized to future periods. The modification expense was measured at fair value on the date of the agreement and recorded in accordance with ASC 470-40-2; and o Notes payable and Other debt obligations: The Restructuring Plan offered a meaningful incentive to outstanding Notes payable holders to convert their principal and accrued interest to common stock and/or warrants rather than a cash payment; Note holders converted $ 3,056,030 335,839 369,423 10 12.50 889,000 2,313,000 o Modification of Series A Bonds: The Restructuring Plan modified the terms of the Series A Bonds conversion price from $ 15.00 10.00 October 15, 2014 3,709,655 370,969 185,486 3 20.00 2,927,959 o Modification of Series B Bonds: The Restructuring Plan modified the terms of the Series B Bonds conversion price from $ 15.00 12.00 154,489 o Earn-out liabilities: The Restructuring Plan offered a meaningful incentive to the Earn-out liability holders to convert their contingent future payments to common stock rather than cash payments. In conjunction with the sale of Cyber 360, effective January 1, 2015, the former shareholders of TRG were offered the opportunity and elected to convert their remaining Earn-out liability of $ 1,134,050 10.00 113,405 485,835 · Operational and Corporate commitments: The approved Restructuring Plan authorized management to cancel various on-going consulting and employment agreements and incur certain costs associated with this restructuring. In accordance with ASC 470-25-12, which states, a liability for costs to terminate a contract before the end of its term shall be recognized when the entity terminates the contract in accordance with the contract terms, o Consulting agreements: The Company cancelled various on-going consulting agreements. The measurement date to record the expense was the date upon which the Company decided to cancel the agreement. The Company expensed $ 73,875 432,000 o Employment: The Company severed employment with an employee. The measurement date to record the expense was the date upon which the Company agreed to separate employment; The Company expensed $ 691,966 50,000 624,000 o Restructuring fees: The Company estimated the cost associated with this restructuring to be approximately $ 175,000 792,650 Discontinued Operations On January 27, 2015, the board of directors of the Company met without any representation of the officers, former owners or Earn-out liability holders of Cyber 360 and discussed the possibility of discontinuing the Cyber 360 operations. Their independent decision was that they approved and authorized the discontinuance of Cyber 360 operations and to move immediately thereafter towards selling the Cyber 360 operations. Subsequently, the Company presented an arm’s length transaction to some of the former TRG owners. On February 27, 2015, the Company entered into a Stock Purchase Agreement to sell Cyber 360 to some of the former TRG owners with an effective date of January 1, 2015 for an aggregate purchase price of $ 10.00 In connection with the sale and in full settlement of the remaining earn-out obligations, the Company issued 113,405 3.00 In accordance with ASC 205-20, the results of the discontinued business have been presented as discontinued operations for the fiscal year ended May 31, 2015. Previously reported results for comparable periods in fiscal year 2014 have also been restated to reflect this reclassification. The operational results of Cyber 360 are presented in the “Net income from discontinued operations” line item on the fiscal 2015 Condensed Consolidated Statements of Operations. The assets and liabilities of the discontinued business are presented on the fiscal 2015 Condensed Consolidated Balance Sheets as assets and/or liabilities from discontinued operations. Other than consolidated amounts reflecting operating results and balances for both the continuing and discontinued operations, all remaining amounts presented in the accompanying condensed consolidated financial statements and notes reflect the financial results and financial position of the Company's continuing operations. For the Six Months Ended November 30, 2015 2014 (Unaudited) (Unaudited) Revenue $ - $ 1,700,033 Operating income/(loss) $ - $ (32,170) Net income/(loss) from discontinued operations $ - $ (46,760) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These unaudited condensed consolidated financial statements as of and for the six (6) and three (3) months ended November 30, 2015 and 2014, 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, 2015 and 2014, respectively, which are included in the Company’s May 31, 2015 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on July 31, 2015. 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 six (6) and three (3) months ended November 30, 2015 are not necessarily indicative of results for the entire year ending May 31, 2016. These 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 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 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 2,053,159 2,065,671 300,879 281,983 11,176,809 10,253,656 5,899,045 5,465,882 Non-controlling interest in our subsidiary is recorded in accordance with the provisions of ASC 810 “Consolidation”, and is reported as a component of equity, separate from the parent company’s equity. Purchase or sale of equity interests that does not result in a change of control is accounted for as equity transactions. Results of operations attributable to the non-controlling interest is 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. 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 revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to valuation, impairment testing, Earn-out liabilities, stock-based compensation and deferred income tax assets valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. Significant estimates for the six months ended November 30, 2015 and fiscal year ended May 31, 2015, respectively, include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations and testing our long-lived assets for impairment. 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 November 30, 2015 or May 31, 2015. 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 efforts at collection. At November 30, 2015 and May 31, 2015, the Company had an allowance for doubtful accounts of $ 389,037 270,045 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. and Canadian domiciled entities file separate tax returns in their respective jurisdictions. 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. 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. At November 30, 2015 such costs related to commissions, legal and due diligence fees totaled $ 3,276,966 476,565 325,049 509,308 157,938 Deferred finance costs also includes Original Issue Discounts (OID) amounting to $ 474,000 144,209 87,679 As of November 30, 2015, deferred finance costs amounted to $ 1,838,474 1,438,492 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. 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 November 30, 2015 or May 31, 2015, with the exception of its convertible notes payable (See Note 5), promissory notes (See Note 6), bonds payable (See Note 7 and Note 8) and its Earn-out liabilities (See Note 12). Cash is considered to be highly liquid and easily tradable as of November 30, 2015 and May 31, 2015 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. 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. Control Solutions International Inc.: CSI recognizes revenue primarily on a time and materials basis as the services are performed and amounts are earned. The Company considers amounts 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 is recorded as unbilled accounts receivable until billed. Billings in excess of revenue is 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 not included in revenue. They are applied to Cost of services resulting in Cost of services reflecting the net amount of expenses not reimbursed by clients. Staffing 360 Solutions (UK) Limited: Staffing (UK) and its various subsidiaries, follow 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, and (ii) the services have been rendered to the customer, and (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Monroe Staffing Services LLC: PeopleSERVE, Inc. and PeopleSERVE PRS, Inc.: PS recognizes revenue 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 five percent (5.0%) discount on certain contracts if paid within thirty (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 (30) days of the close of the fiscal period. Lighthouse Placement Services, LLC : Lighthouse recognizes revenue 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 candidate’s first date of employment, are satisfied. 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. Accounts receivable result from services provided to clients. The Company carries its accounts receivable at invoice amount. The JM Group Limited : The JM Group recognizes revenue at the fair value of the consideration received or receivable for the supply of services, net of value-added-tax, rebates and discounts. The company derives its revenue in the recruitment consultancy business which comprises of: · Revenue from contract placements, which represents amounts billed for the services of IT contractors. Revenue is recognized as services are rendered and validated by the receipt of a client approved timesheet and contractor invoice. · Revenue from permanent placements, which is recognized on the candidates first day in their new role. 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. The Company utilizes the guidance per FASB Codification ASC 260 - Earnings per Share (“ASC 260”). Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). For the Six Months Ended November 30, 2015 2014 Convertible bonds - Series A 17,500 55,761 Convertible bonds - Series B 89,062 83,312 Convertible promissory notes 895,159 57,202 Convertible preferred shares 216,191 - Warrants 1,637,903 1,091,672 Options 330,000 242,500 Total 3,185,815 1,530,447 Computers 3-5 years Computer equipment 3-5 years Network equipment 3-5 years Software 3-5 years Office equipment 3-7 years Furniture and fixtures 3-7 years Leasehold improvements 3-5 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. Major improvements are capitalized. At the time of retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in Other income/(loss). In accordance with ASC 360 - Property, Plant, and Equipment (“ASC 360”), the Company periodically reviews its 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. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. 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 fiscal years 2015 and 2014, the Company impaired $ 0 2,700,255 In recording the purchase accounting for previous acquisitions, the Company estimated the fair value of identifiable intangible assets and goodwill. In fiscal 2014, the Company retained the services of an independent valuation consultant to test the previously estimated allocations. The valuation resulted in the revisions of the Company’s estimated allocations which were retroactively reflected in the Company’s consolidated financial statements for the fiscal year ended May 31, 2014. In fiscal 2015, the Company again retained the services of an independent valuation consultant to test the Goodwill and Intangible Assets values for the year ended May 31, 2015 and found there was no impairment in 2015. Goodwill represents the excess of the purchase price over the estimated fair market value of identifiable net assets at the date of acquisition in a business combination. Other intangible assets are identifiable assets that lack physical substance, which are acquired as part of a business combination or other transaction. Intangible assets with definite lives are amortized on a straight-line basis over their useful lives. Goodwill and other intangible assets with indefinite lives are not amortized and are tested for impairment at least annually. The Company has the option to perform a qualitative assessment for impairment of its goodwill and indefinite-lived intangible assets to determine if it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is below its carrying value. If the Company determines based on a qualitative assessment that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying value, then it would not be required to perform the two-step quantitative impairment test described below. If necessary, the Company will perform a quantitative assessment for impairment of its goodwill and indefinite-lived intangible assets using the two-step approach. The first step of the quantitative impairment test requires that the Company determine the fair value of each reporting unit and then compare that fair value to the reporting unit’s carrying amount. The Company uses the income approach to determine the fair value of its reporting units. The Company applies a valuation technique consistent with the income approach to measure the fair value of its indefinite-lived intangible assets. The income approach is based on the present value of estimated discounted cash flows and terminal value projected for each reporting unit. The income approach requires significant judgments, including the projected results of operations, the weighted-average cost of capital (“WACC”) used to discount the cash flows and terminal value assumptions. The projected results of operations are based on the Company’s best estimates of future economic and market conditions, including growth rates, estimated earnings and cash expenditures. The WACC is determined based on the Company’s capital structure, cost of capital, inherent business risk profile and long-term growth expectations, as reflected in the terminal value. The second step of the quantitative impairment test is performed if the first step indicates that impairment exists. The second step of the impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill and intangible assets as of the assessment date. The implied fair value of the reporting unit’s goodwill and other intangible assets is then compared to the carrying amount of goodwill and other intangible assets to quantify an impairment charge as of the assessment date. Based upon the results of the independent valuation, the Company did not impair or adjust the goodwill and intangible totals for the fiscal year ended May 31, 2015. In addition, the Company did not record any adjustment or impairment of Goodwill during the six (6) months ended November 30, 2015. In connection with the CSI Acquisition (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 912,000 4 15 703,222 0 0 In connection with the acquisition of Staffing (UK) (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 10,050,000 /non-competes 4 15 /non-competes 7,035,275 7,889,933 In connection with the Poolia Acquisition (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 465,321 4 261,743 319,908 In connection with the acquisition of PSI and PRS (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 2,999,100 4 non-compet 2,051,784 2,359,022 In connection with the acquisition of Lighthouse (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 2,269,403 15 2,079,860 0 In connection with the acquisition of The JM Group (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 1,148,638 4 15 1,123,592 0 Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results. 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. The Company effected a one-for-ten reverse stock split on September 17, 2015. Following the reverse split, the Company’s issued and outstanding shares of Common Stock decreased from 45,732,674 4,573,360 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Nov. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 - PROPERTY AND EQUIPMENT November 30, 2015 May 31, 2015 (Unaudited) Computer software $ 58,020 $ 107,315 Office equipment 29,774 30,391 Computer equipment 501,028 312,720 Furniture and fixtures 208,328 184,555 Website 32,898 32,117 Leasehold improvements 128,873 75,530 Total cost 958,921 742,628 Accumulated depreciation (345,177) (236,623) Total $ 613,744 $ 506,005 Depreciation and amortization expense for the six and three months ended November 30, 2015 and 2014 was $ 108,554 76,358 57,285 37,908 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Nov. 30, 2015 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Disclosure [Text Block] | NOTE 5 - CONVERTIBLE NOTES PAYABLE November 30, 2015 May 31, 2015 (Unaudited) Beginning balance Principal $ 304,000 $ 1,600,000 Proceeds Convertible notes payable - June 23 rd 359,000 404,000 Convertible notes payable July 8 th 236,798 - Convertible notes payable Lighthouse Note 1 current portion 499,676 - Convertible notes payable Lighthouse Note 2 current portion 312,298 - Repayment of loans (204,000) (1,100,000) Conversion of loans - (600,000) Debt discount for restricted stock and beneficial conversion feature for convertible notes payable net of accumulated amortization of $1,530,056 and $1,494,544, respectively - (101,932) Net balance $ 1,507,772 $ 202,068 Convertible notes payable long-term consisted of the following: November 30, 2015 May 31, 2015 (Unaudited) Convertible notes payable July 8 th Proceeds Principal $ 3,920,000 $ - Payments - - Conversions - - Debt discount for restricted stock and beneficial conversion feature for convertible notes payable net of accumulated amortization of $765,196 and $0, respectively (2,490,153) - 1,429,847 - Less current portion (236,798) - 1,193,049 - Promissory note Lighthouse Note 1: Beginning balance Principal 2,498,379 - Payment (124,919) - 2,373,460 - Less current portion (499,676) - 1,873,784 - Promissory note Lighthouse Note 2: Beginning balance - Principal 624,595 - Payment (78,074) - 546,521 - Less current portion (312,298) - 234,223 - Total Promissory notes long-term, net balance $ 3,301,056 $ - Convertible notes payable short-term: From April 21, 2014 through May 27, 2014, the Company raised $ 950,000 12 19,000 ⋅ On July 14, 2014, the Company amended and restated one (1) of the five (5) aforementioned promissory notes in the amount of $ 250,000 150,000 100,000 500 100,000 15.00 ⋅ On July 14, 2014, the Company amended and restated one (1) of the five (5) aforementioned promissory notes in the amount of $ 200,000 200,000 250 100,000 15.00 ⋅ On July 31, 2014, the Company amended and restated one (1) of the five (5) aforementioned promissory notes in the amount of $ 200,000 200,000 500 100,000 15.00 ⋅ On July 31, 2014, the Company amended and restated one (1) of the five (5) aforementioned promissory notes in the amount of $ 100,000 100,000 500 100,000 15.00 ⋅ On July 31, 2014, the Company amended and restated one (1) of the five (5) aforementioned promissory notes in the amount of $ 200,000 200,000 500 100,000 15.00 From May 14, 2014 through May 19, 2014, the Company raised $ 600,000 12 12,000 15.00 600,000 40,000 11,868 792 On May 27, 2014, the Company raised $ 50,000 12 1,000 15.00 In connection with the above notes, and pursuant to a placement agent agreement dated January 23, 2014 between the Company and a placement agent, the Company paid the placement agent $ 5,000 100 On June 22, 2014, the Company raised $ 100,000 12 2,000 15.00 28,876 64,210 2,000 . On December 10, 2014, the Company issued a twelve percent ( 12 100,000 April 15, 2015 10.00 In addition, for every $1.00 of principal converted, the Company will issue a warrant to purchase one-half of a common stock share at $20.00 per common stock share exercisable for a term of three (3) years. 1,000 4,762 1,000 4,762 100,000 11,474 October 15, 2015 2,787 18,115 th 10.00 100,000 0 100,000 6,016 11,671 493 0 On February 5, 2015, the Company issued an eight percent ( 8 204,000 39 177,559 35,512 75,630 283,001 204,000 7,556 71,445 66,420 170,264 32,400 2,414 7,556 On June 23, 2015, the Company issued a non-interest bearing $ 359,000 rd 54,000 11.50 59,000 5,000 54,000 Convertible notes payable long-term: Lighthouse Placement Services, LLC related parties: On July 8, 2015, the Company purchased Lighthouse Placement Services, LLC. In connection with the acquisition, the Company issued an unsecured promissory note of $ 2,498,379 6 3 624,595 6 2 the Company paid $ 202,993 72,669 47,230 25,440 Lighthouse Note 1 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 249,838 2016 $ 499,676 2017 499,676 2017 499,676 2018 1,249,190 2018 1,374,108 Thereafter 374,756 Thereafter - Total $ 2,373,460 Total $ 2,373,460 Lighthouse Note 2 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 156,149 2016 $ 312,298 2017 312,298 2017 234,223 2018 78,074 2018 - Total $ 546,521 Total $ 546,521 July 8 th 8 3.92 April 1, 2017 th 12 420,000 10.00 125,000 392,000 10.00 3,255,350 765,196 2,490,153 1,429,847 408,577 128,577 280,000 125,440 125,440 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ - 2016 $ 980,000 2017 3,920,000 2017 2,940,000 Total $ 3,920,000 Total $ 3,920,000 |
PROMISSORY NOTES
PROMISSORY NOTES | 6 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 PROMISSORY NOTES November 30, May 31, 2015 (Unaudited) Beginning balance Principal $ 51,598 $ - Promissory note Sterling National Bank (current portion) 166,435 1,705,000 Payments (51,598) (1,653,402) Total short-term promissory notes 166,435 51,598 Current portion of long-term promissory notes: Promissory notes Seller note - Staffing (UK) current portion 55,689 55,689 Promissory notes Seller note - PS current portion 789,155 789,155 Promissory notes Seller note The JM Group 770,300 - Promissory notes Midcap Financial Trust Term Loan current portion 750,000 750,000 Promissory notes ABN AMRO Term Loan current portion 577,725 - 2,991,013 1,594,844 Total Promissory notes short-term $ 3,109,304 $ 1,646,442 November 30, May 31, 2015 (Unaudited) Promissory notes Staffing (UK): Beginning balance - Principal $ 199,520 $ 3,616,874 Payments (27,845) (361,324) Conversions - (3,056,030) 171,675 199,520 Less current portion (55,689) (55,689) 115,986 143,831 Promissory note PS: Beginning balance - Principal 1,578,311 2,367,466 Payments (394,578) (789,155) 1,183,733 1,578,311 Less current portion (789,155) (789,155) 394,578 789,156 Promissory note Sterling National Bank Beginning balance - Principal - - Proceeds 350,000 - Payment - 350,000 - Less current portion (166,435) - 183,565 - Promissory note Midcap Financial Trust Term Loan Beginning balance - Principal 2,937,500 - Proceeds - 3,000,000 Payment (375,000) (62,500) 2,562,500 2,937,500 Less current portion (750,000) (750,000) 1,812,500 2,187,500 Promissory note Midcap Financial Trust Additional Term Loan Beginning balance - Principal 700,000 - Proceeds 50,000 700,000 Payment - - 750,000 700,000 Less current portion - - 750,000 700,000 Promissory note ABN AMRO Term Loan Beginning balance Principal - - Proceeds 1,155,450 - Payment - - 1,155,450 - Less current portion (577,725) - 577,725 - Total Promissory notes long-term $ 3,834,354 $ 3,820,487 Promissory notes - short-term: In June 2014, the Company issued a promissory note in the amount of $ 100,000 500 In July 2014, the Company issued three (3) non-interest bearing promissory notes in the aggregate amount of $ 280,000 30,000 150,000 1,000 100,000 700 In August 2014, the Company issued a non-interest bearing promissory note in the amount of $ 125,000 750 In July and August 2014, the Company issued promissory notes to Sterling National bank totaling $ 625,000 18 7,277 In August 2014, the Company issued a twelve percent ( 12 150,000 1,500 On September 2, 2014, the Company issued a promissory note in the amount of $ 125,000 750 On September 15, 2014, the Company issued a promissory note in the amount of $ 50,000 250 As a result of the 5,450 89,706 On December 16, 2014 250,000 18 198,402 51,598 During fiscal 2015, twelve (12) Initio promissory note holders converted an aggregate principal amount of $ 3,056,030 302,361 335,840 10.00 369,423 12.50 206,538 227,192 122,507 134,758 6,795 7,474 Pursuant to the purchase of The JM Group on November 5, 2015, the Company executed and delivered to the sellers a six (6) month promissory note (“The JM Group Promissory Note”) in the principal amount of $ 770,300 500,000 6 770,300 3,633 related to The JM Group Promissory Note. 3,633 Promissory notes long-term: Staffing 360 Solutions (UK) related parties: 3,964,949 737,223 27,855 360,824 348,066 3,056,030 302,361 335,840 10.00 369,423 12.50 206,538 227,192 122,507 134,758 6,795 7,474 The remaining principal balance outstanding at November 30, 2015 is $ 171,675 5,515 5,685 847 Year ended Amount Twelve months ended Amount 2016 $ 27,844 2016 $ 55,689 2017 143,831 2017 115,986 Total $ 171,675 Total $ 171,675 Brendan Flood, a related party and the Company’s Executive Chairman, was a shareholder of Staffing (UK), and was issued a three (3) year promissory note. Mr. Flood’s portion of the $ 3,964,949 2,064,880 378,561 98,290 1,720,733 170,248 189,099 10.00 208,008 12.50 Matt Briand, a related party and the Company’s Chief Executive Officer and President, was a shareholder of Staffing (UK) and was issued a three (3) year promissory note. Mr. Briand’s portion of the $ 3,964,949 1,115,144 204,443 52,987 929,287 91,943 102,123 10.00 112,336 12.50 Promissory note PS related parties: Pursuant to the purchase of PSI and PRS, the Company executed and delivered to the seller a three (3) year promissory note (“PS Promissory Note”) in the principal amount of $ 2,367,466 6 1,216,614 1,183,733 Year ended Amount Twelve months Amount 2016 $ 394,578 2016 $ 789,155 2017 789,155 2017 394,578 Total $ 1,183,733 Total $ 1,183,733 For the six months ended November 30, 2015 and 2014, the Company’s interest expense for long-term notes amounted to $ 41,706 65,273 165,539 123,833 Promissory note Midcap Financial Trust Term Loan: On April 8, 2015, the Company entered in to a four (4) year Term Loan agreement with Midcap Financial Trust in the amount of $ 3,000,000 April 8, 2019 9.0 1.0 Through May 31, 2015, the Company repaid principal and accrued interest of $ 250,000 92,639 375,500 2,562,500 138,316 142,153 20,642 Year ended Amount Twelve months Amount 2016 $ 375,000 2016 $ 750,000 2017 750,000 2017 750,000 2018 750,000 2018 750,000 2019 687,500 2019 312,500 Total $ 2,562,500 Total $ 2,562,500 Promissory note Midcap Financial Trust Additional Term Loan: The Term Loan provides for an Additional Term Loan of up to $ 1,350,000 4.0 1.0 5.0 1,000,000 At November 30, 2015, the outstanding balance is $ 750,000 18,667 3,229 3,014 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ - 2016 $ - 2017 - 2017 - 2018 - 2018 - 2019 750,000 2019 750,000 Total $ 750,000 Total $ 750,000 MidCap Warrant: In addition to the Midcap Financial Trust Term Loan and Additional Term Loan, the Company issued to MidCap a warrant to purchase 12,000 0.00001 12.50 Promissory note Sterling National Bank: On July 24, 2015, the Company, through its wholly owned subsidiary CSI, issued a promissory note to Sterling National Bank in the amount of $ 350,000 18 October 24, 2017 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 79,412 2016 $ 167,878 2017 185,197 2017 182,122 2018 85,391 2018 - Total $ 350,000 Total $ 350,000 For the six months ended November 30, 2015 and 2014, the Company’s recorded interest expense totaling $ 22,050 0 18,260 3,790 0 Promissory note ABN AMRO Term Loan: On November 5, 2015, the Company entered into a two (2) year term loan agreement with ABN AMRO Bank in the amount of $ 1,155,450 750,000 3.0 0.5 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 288,863 2016 $ 577,725 2017 577,725 2017 577,725 2018 288,862 2018 - Total $ 1,155,450 Total $ 1,155,450 For the six months ended November 30, 2015, interest expense related to the term loan amounted to $ 2,850 0 2,850 0 |
BONDS - SERIES A
BONDS - SERIES A | 6 Months Ended |
Nov. 30, 2015 | |
Series A Convertible Bonds [Member] | |
Bonds Disclosure [Text Block] | NOTE 7 BONDS SERIES A November 30, May 31, 2015 (Unaudited) Beginning Balance Principal $ 175,000 $ 2,998,500 Proceeds - 1,060,000 Payments - (355,000) Debt discount for restricted stock and beneficial conversion net of accumulated amortization of $2,545,445 and $2,545,445, respectively - - Conversions - (3,528,500) Net balance $ 175,000 $ 175,000 From April 17, 2014 through May 31, 2014, the Company completed multiple closings of its best efforts private offering (“Bond Financing”) of twelve percent ( 12 2,998,500 15.00 Each Bond Purchaser received additional equity consideration of 500 50,000 29,985 488,176 1,379,997 2,998,500 369,334 1,499,660 From June 1, 2014 through July 29, 2014, the Company issued additional Convertible Bonds in the aggregate of $ 1,060,000 Each Bond Purchaser received additional equity consideration of 500 50,000 10,600 174,142 503,342 2,176,325 On July 29, 2014, the Company completed the Bond Financing. This Bond Financing raised an aggregate of $ 4,058,500 40,585 (i) a fee in cash up to an amount equal to ten percent (10%) of the aggregate gross proceeds, (ii) a non-accountable expense allowance of up to two percent (2%) of the aggregate gross proceeds, and (iii) common stock shares equal to ten percent (10%) of the aggregate number of common stock shares issued. 487,020 1,210 On or about September 10, 2014, the Company offered an early conversion incentive to all outstanding Convertible Bonds to convert principal and interest on or prior to the maturity date of October 15, 2014. The favorable conversion terms offered a discount from the original terms of $15.00 per common stock share with no warrants to conversion at $10.00 per common stock share and one (1) warrant exercisable until October 15, 2017 at $20.00 per common stock share for every $2.00 of principal and interest converted. 20.00 10.00 1,976,775 3,528,500 181,155 370,969 185,486 20.00 951,184 On October 15, 2014, the Company agreed with the remaining ten (10) bond holders to extend the maturity date of the outstanding Convertible Bonds, $ 530,000 26,765 23,698 430,000 April 15, 2015 4,513 62,725 100,000 7,430 On May 11, 2015, the Company agreed with three (3) of the remaining ten (10) bond holders to extend the maturity date of the outstanding Convertible Bonds, $ 175,000 16,110 October 15, 2015 7,382 47,978 255,000 285,722 On November 10, 2015, the Company agreed to amend and extend the maturity date of the bonds to April 15, 2016. The three (3) remaining bond holders agreed to extend the maturity to April 15, 2016 4,375 23,975 0 175,000 10,529 29,285 863 0 |
BONDS - SERIES B
BONDS - SERIES B | 6 Months Ended |
Nov. 30, 2015 | |
Series B Convertible Bonds [Member] | |
Bonds Disclosure [Text Block] | NOTE 8 BONDS SERIES B November 30, 2015 May 31, 2015 (Unaudited) Beginning Balance Principal $ 981,500 $ - Proceeds - 981,500 Payments (100,000) - Debt discount for restricted stock and beneficial conversion net of accumulated amortization of $223,894 and $153,793, respectively - (70,101) Net balance $ 881,500 $ 911,399 From October 3, 2014 through November 24, 2014, the Company completed multiple closings of its best efforts private offering of twelve percent ( 12 981,500 (i) in the event the Company’s common stock shares are trading at $26.70 or higher based on a 10-Day VWAP immediately prior to the Maturity Date, then the repayment conversion price shall be set at $20.00 per share, or (ii) in the event the Company’s common stock shares are trading below $26.70 based on a 10-Day VWAP, then the repayment conversion price shall be set at a twenty-five percent (25%) discount to the 10-Day VWAP calculated immediately prior to the Maturity Date, provided however, that in no event will the repayment conversion price be less than $15.00. 20.00 On November 13, 2014, the Series B Bond agreement was amended as follows: (i) in the event the Company’s common stock shares are trading at $26.70 or higher based on a 10-Day VWAP immediately prior to the Maturity Date, then the repayment price shall be set at $20.00 per share, or (ii) in the event the Company’s common stock shares are trading below $26.70 based on a 10-Day VWAP, then the repayment price shall be set at a twenty-five percent (25%) discount to the 10-Day VWAP calculated immediately prior to the Maturity Date, provided however, that in no event will the repayment conversion price be less than $12.00. 20.00 154,489 If an Event of Default, as defined in the Series B Bond, occurs, among other things: (i) the interest rate on the Series B Bond shall automatically increase to eighteen percent (18%); and (ii) with a 30-day written notice to the Company of an Event of Default, the holder may convert a portion of the Series B Bond into common stock up to a principal amount equal to eight percent (8%) of the original principal amount (plus any accrued and unpaid interest outstanding on the debenture) at a conversion price per share equal to seventy-five percent (75%) of the average of the 20 VWAPs of the common stock immediately prior to the applicable default conversion date until the earlier of: (A) the Event of Default is cured to the satisfaction of the holder; or (B) the Series B Bond is repaid in full; or (C) the Series B Bond is converted in full. The holder shall have the right to submit additional default conversion notices until the debenture is no longer outstanding, provided that the holder may not submit more than one such notice per 30-day period. In the event the Company fails to deliver the common stock shares within five (5) days of receiving the default conversion notice, the Company may be subject to additional cash penalty payments to the Series B Bond holders. On November 24, 2014 the Company completed the fourth and final closing of its Series B Bonds offering. In the fourth closing, the Company issued Series B Bonds for an aggregate of $ 100,000 1,000 981,500 9,815 In addition to the Series B Bonds, each holder received 500 50,000 9,815 123,505 84,263 100,389 69,530 As part of the Series B Bond offering, the placement agent was entitled to: (i) a fee in cash of $88,335, nine percent (9%) of the aggregate gross proceeds raised, plus reimbursement of certain expense, (ii) 589 common stock shares equal to six percent (6%) of the Equity Consideration issued, and (iii) a three (3) year warrant, exercisable at $20.00 per share, to purchase 2,945 common stock shares with such exercise price subject to certain adjustments Effective October 30, 2015, the Company entered into the following amended agreements: · Amendment 1 - Series B Holders owning an aggregate principal amount of $ 55,000 March 31, 2016 10.00 2,500 100,000 · Amendment 2a - Series B Holders owning an aggregate principal amount of $ 426,500 the Company shall make payments on the principal amount of the Series B Bonds in six (6) equal tranches, every month, beginning on December 15, 2015 and (ii) the Company shall pay all accrued interest on the Series B Bonds by December 11, 2015 18 12 12.00 10.00 · Amendment 3a - Series B Holders owning an aggregate principal amount of $ 75,000 November 6, 2015 75,000 2,876 · Amendment 3b - Series B Holders owning an aggregate principal amount of $ 400,000 November 13, 2015 As a result of the change in conversion rate from $ 12.00 10.00 40,216 The remaining Series B Holder who did not agree to the amended terms described above was paid in full ($ 25,000 756 As part of the Series B Bond amendments, the placement agent was entitled to two percent ( 2 9,630 48,149 At November 30, 2015, the Company paid a total of $ 100,000 881,500 0 881,500 For the six months ended November 30, 2015, interest expense associated with the Series B Bonds was $ 62,235 25,207 29,042 29,364 43,430 3,155 9,125 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Nov. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 9 - RELATED PARTY TRANSACTIONS Consulting Fees Related Party During the six months ended November 30, 2015 and 2014, the Company incurred $ 0 25,000 300,000 25,000 2,500 50,000 During the six months ended November 30, 2015 and 2014, the Company incurred $ 0 40,000 0 During the six months ended November 30, 2015 and 2014, the Company incurred $ 15,000 15,000 10,000 10,000 3,000 18,600 2,999 45,691 3,000 149,997 0 During the six months ended November 30, 2015 and 2014, the Company incurred $ 0 15,000 0 24,996 38,078 0 During the six months ended November 30, 2015 and 2014, the Company incurred $ 15,000 15,000 10,000 10,000 3,000 18,600 24,996 38,078 3,000 149,997 0 During the six months ended November 30, 2015 and 2014, the Company incurred $ 15,000 15,000 10,000 10,000 2,500 15,500 75,829 102,202 3,000 149,997 0 |
ACCOUNTS RECEIVABLE FINANCING
ACCOUNTS RECEIVABLE FINANCING | 6 Months Ended |
Nov. 30, 2015 | |
Accounts Receivable Financing [Abstract] | |
Accounts Receivable Financing [Text Block] | NOTE 10 ACCOUNTS RECEIVABLE FINANCING In May 2013 and November 2013, respectively, Cyber 360 and CSI, 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 ninety percent ( 90 .025 9.0 500 In February 2014, Staffing U.K. entered into an agreement with ABN AMRO Commercial Finance PLC under which it borrows money against open accounts receivable. Under this agreement, the Borrower received advances of up to ninety percent ( 90 75 2.50 3.90 1,250,000 200,000 25,000 8,333 3.5 0.5 On November 5, 2015, an amendment to the existing agreement with ABN AMRO was entered into, raising the limit on the line from £ 1.25 3.5 2.5 90 750,000 3 0.5 Effective November 1, 2012 14,000,000 5.0 5,000,000 October 31, 2015 ⋅ 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. Effective July 25, 2014, the Company joined with its subsidiaries, Monroe, PSI and PRS, (collectively the “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 15,000,000 On April 8, 2015, the Company effectively cancelled the Wells Fargo Credit Facility. Associated with this cancellation, the Company paid an early termination fee of $ 100,000 5.15 0 On April 8, 2015, Monroe and PSI, each a wholly owned subsidiary of Staffing 360 Solutions, Inc., entered into a $ 22.0 47.0 (4.0%) plus LIBOR, with a LIBOR floor of one percent (1.0%) per annum The Company may prepay all or any portion of the balance at any time subject to a prepayment premium of: (i) two percent (2.0%) if prepaid in the first year of the Loan; and (ii) one percent (1.0%) if prepaid thereafter. The facility provides events of default including: (i) failure to make payment of principal or interest on any MidCap loans when required, (ii) failure to perform obligations under the facility and related documents, (iii) not paying its debts as such debts become due and similar insolvency matters, and (iv) material adverse changes to the Company (subject to a 10-day notice and cure period). Upon an event of default, the Company’s obligations under the credit facility may, or in the event of insolvency or bankruptcy will automatically, be accelerated. Upon the occurrence of any event of default, facility will bear interest at a rate equal to the lesser of: (i) three percent (3.0%) above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default; and (ii) the maximum rate allowable under law. Under the terms of this agreement, the Company is subject to affirmative covenants which are customary for financings of this type, including: (i) maintain good standing and governmental authorizations, (ii) provide certain information and notices to MidCap, (iii) deliver monthly reports and quarterly financial statements to MidCap, (iv) maintain insurance, (v) discharge all taxes, (vi) protect their intellectual property, and (vii) generally protect the collateral granted to MidCap. The Company is also subject to negative covenants customary for financings of this type, including that it may not: (i) enter into a merger or consolidation or certain change of control events, (ii) incur liens on the collateral, (iii) except for certain permitted acquisitions, acquire any significant assets other than in the ordinary course of business, (iv) assume certain additional senior debt, or (v) amend any of their organizational documents. Effective August 31, 2015, the parties further amended the $22.0 million revolving loan facility to extend the date for performing certain covenants thereto. On April 8, 2015, PRS entered into a $ 3.0 49 (4.0%) plus LIBOR, with a LIBOR floor of one percent (1.0%) per annum The Company may prepay all or any portion of the balance at any time subject to a prepayment premium of: (i) two percent (2.0%) if prepaid in the first year of the Loan; and (ii) one percent (1.0%) if prepaid thereafter. The facility provides events of default including: (i) failure to make payment of principal or interest on any MidCap loans when required, and (ii) failure to perform obligations under the facility and related documents, and (iii) not paying its debts as such debts become due and similar insolvency matters. Upon an event of default, the obligations under the facility may, or in the event of insolvency or bankruptcy will automatically, be accelerated. Upon the occurrence of any event of default, the obligations under the facility will bear interest at a rate equal to three percent (3.0%) above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default. Under the terms of this agreement, the Company is subject to affirmative covenants which are customary for financings of this type, including: (i) maintain good standing and governmental authorizations, (ii) provide certain information and notices to MidCap, (iii) deliver monthly and annual financial statements to MidCap, (iv) maintain insurance, (v) discharge all taxes, (vi) protect their intellectual property, and (vii) generally protect the collateral granted to MidCap. The Company is also subject to negative covenants customary for financings of this type, including that it may not: (i) enter into a merger or consolidation or certain change of control events, (ii) incur liens on the collateral, (iii) amend any of its organizational documents, (iv) except for certain permitted acquisitions, acquire any significant assets other than in the course of ordinary business, or (v) assume certain additional senior debt. Effective August 31, 2015, the parties amended the $ 3.0 At November 30, 2015, the Accounts Receivable Financing balance was $ 14,788,001 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Nov. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11 STOCKHOLDERS’ EQUITY On May 7, 2013, the Company increased the number of common stock shares from 75,000,000 200,000,000 20,000,000 0.00001 On May 29, 2015, the Company filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock with the Nevada Secretary of State, whereby the Company designated 1,663,008 0.00001 10.00 12 On September 17, 2015, the Company effected a one-for-ten reverse stock split. Following the reverse split, the Company’s issued and outstanding shares of Common Stock decreased from 45,732,674 4,573,360 As of November 30, 2015 and May 31, 2015, the Company has issued and outstanding 4,899,291 4,368,905 1,073,851 Number of Fair Value at Common Stock Fair Value at Issuance Shares Issuance (per share) Shares issued to consultants 23,250 $ 215,000 $ 6.20-19.20 Shares issued for conversion of convertible notes payable 40,000 600,000 15.00 Shares issued in connection with accrued interest on convertible notes 791 11,868 15.00 Shares issued in connection with convertible notes 8,450 123,345 6.90 Shares issued in connection with amendment of convertible notes 2,604 16,923 6.50 Shares issued in connection with Series A convertible bonds 10,600 174,142 6.10 Shares issued in connection with amendment of Series A convertible bonds 9,290 93,781 6.50-13.90 Shares issued in connection with Series B convertible bonds 9,815 123,505 12.60 Shares issued to board and committees members 30,250 283,530 3.00-19.50 Shares issued as interest on debt 43,375 309,240 2.80-18.50 Shares issued to private placement agent 1,651 27,832 8.50-19.50 Shares issued in connection with conversion of accounts payable 23,662 215,674 8.40-17.30 Shares issued in connection with conversion of Initio promissory notes 305,603 2,290,210 6.50-7.501 Shares issued in connection with conversion of accrued interest and interest expense associated with Initio promissory notes 30,236 226,189 6.50-7.501 Shares issued for conversion of Series A bonds 370,969 3,709,655 10.00 Shares issued for conversion of Earn-out liability 113,405 340,215 3.00 Shares issued in connection with settlement agreement 27,500 255,750 9.30 Shares issued as a bonus 22,400 188,160 8.40 The issuance of 522,386 Number of Fair Value at Common Stock Fair Value at Issuance Shares Issuance (per share) Shares issued to consultants 42,746 $ 242,830 $ 4.30 - 8.20 Shares issued for conversion of convertible notes payable 125,000 507,146 4.10 Shares issued to board and committees members 98,500 502,687 4.399 8.00 Shares issued to employees 138,300 687,928 4.30 - 8.00 Shares issued pursuant to acquisition of subsidiaries 102,460 700,168 4.70 - 8.20 Shares issued in connection with extension of Series A convertible bonds 4,375 23,975 5.48 Shares issued in connection with extension of Series B convertible bonds 1,375 6,875 4.999 5.00 Shares issued to private placement agent 9,630 48,149 4.9999 5.00 Convertible Preferred Shares On May 29, 2015, the Company designated 1,663,008 0.00001 1.00 12 Shares of the Series A Preferred Stock are convertible into shares of Common Stock at the holder’s election at any time prior to December 31, 2018 (“the Redemption Date”), at a conversion rate of thirteen hundredths (0.13) shares of Common Stock for every one share of Series A Preferred Stock that the Holder elects to convert. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company legally available for distribution, prior to and in preference to distributions to the holders of the Company’s common stock, par value $0.00001 per share or classes and series of securities of the Company which by their terms do not rank senior to the Series A Preferred Stock, and either in preference to or pari passu pari passu The holders will be entitled to receive cash dividends at the rate of twelve percent (12%) of the Stated Value per annum, payable monthly in cash, prior to and in preference to any declaration or payment of any dividend on the Common Stock. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not declare, pay or set apart for payment any dividend on any shares of Common Stock, unless at the time of such dividend the Company shall have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock. The Certificate of Designation filed on May 29, 2015, designating the Series A Preferred Stock, was filed in connection with the Company’s issuance of an aggregate of 1,663,008 shares of Series A Preferred Stock to Brendan Flood and Matthew Briand for the conversion of the Gross Profit Appreciation Bonus associated with their employment agreements. The Certificate of Designation was approved and related issuances were ratified by the Company’s board of directors and compensation committee on May 29, 2015. Commencing on December 31, 2018 (“Redemption Date”), the Company shall redeem all of the shares of Series A Preferred Stock of each Holder, for cash or for shares of Common Stock in the Company’s sole discretion. If the Redemption Purchase Price is paid in shares of Common Stock, the holders shall initially receive thirteen hundredths (0.13) shares of Common Stock for each $1.00 of the Redemption Purchase Price. If the Redemption Purchase Price is paid in cash, the redemption price paid to each Holder shall be equal to the Stated Value for each share of Series A Preferred Stock, multiplied by the number of shares of Series A Preferred Stock held by such Holder, less the aggregate amount of dividends paid to such Holder through the Redemption Date. As of November 30, 2015, the Company has issued and outstanding 1,663,008 149,670 Warrants Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Exercise Number Remaining Contractual Average Number Average Price Outstanding Life (years) Exercise price Exercisable Exercise Price $10.00 - $20.00 1,637,903 3.34 $ 15.80 1,637,903 $ 15.80 Weighted Number of Average Shares Price Per Share Outstanding at May 31, 2014 676,077 $ 19.70 Issued 569,826 15.00 Exercised - - Expired - - Outstanding at May 31, 2015 1,245,903 $ 17.60 Issued 392,000 10.00 Exercised - - Expired - - Outstanding at November 30, 2015 1,637,903 $ 15.80 Stock Options 2014 Equity Plan - On April 30, 2014, the board of directors adopted the 2014 Equity Plan (“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 150,000 250,000 On December 8, 2014, the Company modified the exercise price on its unvested 138,000 20.00 10.00 104,759 During the six months ended November 30, 2015 and 2014, the Company recorded share-based payment expense of $ 177,657 112,531 Through November 30, 2015, the Company had granted 242,500 20.00 107,000 10.00 138,000 20.00 10.00 75,000 5 10 173,000 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: $ 10.00 - $20.00 Market price at date of grant: $ 3.00 - $19.90 Volatility: 50.57% - 162.519 % Expected dividend rate: 0 Expected terms (years): 5 - 10 Risk-free interest rate: 1.45% - 2.77 % Options Weighted Aggregate Outstanding at May 31, 2014 190,000 $ 20.00 $ - Granted 147,000 17.20 - Exercised - - - Expired or cancelled - - - Decrease in weighted average exercise price due to modification (1) - $ (4.10) - Outstanding at May 31, 2015 337,000 $ 13.10 $ - Granted 12,500 10.00 - Exercised - - Expired or cancelled - - Outstanding at November 30, 2015 349,500 $ 13.00 $ - (1) On December 8, 2014, the Company modified the exercise price on its unvested 138,000 20.00 10.00 The total compensation cost related to options not yet amortized is $ 908,270 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Nov. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 COMMITMENTS AND CONTINGENCIES Employment Agreements On February 24, 2013, the Company entered into an employment agreement with Darren Minton (“Minton Employment Agreement”), to serve as a Senior Vice President of the Company. Pursuant to the terms of the Minton Employment Agreement, the Company will pay Mr. Minton $ 48,000 2,000 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 received an additional grant of 2,000 common stock shares. The employment agreement has a term of eighteen (18) months. On November 4, 2013, in connection with the CSI Acquisition, the Company entered into a four (4) year employment agreement with Simon Dealy (“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 received a salary of $200,000 annually, plus reasonable expenses. Mr. Dealy was 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. On November 13, 2015, Mr. Dealy’s employment was terminated for cause. 190,000 2 1.75 750,000 200,000 2 1.75 2,200,000 On January 3, 2014, in connection with the Initio Acquisition, the Company entered into an employment agreement with Brendan Flood (“Flood Employment Agreement”). Pursuant to the Flood Employment Agreement, Mr. Flood will serve as Executive Chairman of the board of directors, as well as, Chief Executive Officer of Initio. Mr. Flood will be paid a salary of £192,000 (At November 30, 2015, the foreign currency year-to-date average exchange rate of 1.5031 makes this approximately $289,000) 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 (UK). Mr. Flood’s salary will be adjusted (but not decreased) annually based upon the Consumer Price Index for All Urban Consumers for the Northeast Region as determined by the United States Department of Labor Bureau of Labor Statistics. Mr. Flood will also be entitled to an annual bonus of up to 50% of his annual base salary based reaching certain financial milestones. Additionally, Mr. Flood is entitled to Gross Profit Appreciation Participation, which entitles the participants to ten (10%) of Initio’s Excess Gross Profit, which is defined as the increase in Initio gross profits in excess of one hundred twenty percent (120%) of the base year’s gross profit, up to $400,000. Mr. Flood’s participating level is sixty-two and one-half percent (62.5%). On May 29, 2015, the Gross Profit Appreciation Bonus associated with this employment agreement was converted into Series A Preferred Stock. 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 January 3, 2014, in connection with the Initio Acquisition, the Company entered into an employment agreement with Matt Briand (“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. Mr. Briand will also be entitled to an annual bonus of up to fifty percent (50%) of his annual base salary based on reaching certain financial milestones. Additionally, Mr. Briand is entitled to Gross Profit Appreciation Participation, which entitles the participants to ten (10%) of Initio’s Excess Gross Profit, which is defined as the increase in Initio gross profits in excess of one hundred twenty percent (120%) of the base year’s gross profit, up to $400,000. Mr. Briand’s participating level is thirty-seven and one-half percent (37.5%). On May 29, 2015, the Gross Profit Appreciation Bonus associated with this employment agreement was converted into Series A Preferred Stock. 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 January 27, 2015, Mr. Briand was given the additional title of President. On March 17, 2014, the Company entered into an employment agreement with Jeff R. Mitchell (“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 fifty percent (50%) of his annual base salary based on reaching certain milestones. Mr. Mitchell will also receive a grant of 12,500 common stock shares, issuable as follows: (i) 5,000 common stock shares on June 1, 2014, and (ii) 2,500 common stock shares on each one (1) year anniversary thereafter. In addition, Mr. Mitchell is entitled to 15,000 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) 3,000 on March 17, 2014, and (ii) 3,000 on each one (1) year anniversary thereafter. The initial vesting of stock options have an exercise price of $20.00 per share (all options thereafter will have an exercise price of $10.00 per share), and are exercisable for a period of ten (10) 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 twelve (12) months after termination of employment. On May 17, 2014, in connection with the PS Acquisition, the Company entered into an employment agreement with Linda Moraski (“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. 112,500 3 2.5 On May 17, 2014, in connection with the PS Acquisition, the Company entered into an employment agreement with Linda Moraski (“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 On July 8, 2015, pursuant to the terms of the Lighthouse Purchase Agreement, the Company entered into employment agreements with Alison Fogel (the “Alison Fogel Employment Agreement”) and David Fogel (the “David Fogel Employment Agreement”) and together the “Fogel Agreements”. The Alison Fogel Employment Agreement provides that Alison Fogel will serve as the President of Lighthouse and the David Fogel Employment Agreement provides that David Fogel will serve as the Vice President of Lighthouse. The terms of the Fogel agreements are otherwise substantially identical. The Fogel Agreements have terms of 2 100,000 Earn-out Liability The Earn-out liability is comprised of contractual contingent liabilities resulting from the Company’s acquisitions. The provisions basically state that the seller of a business may receive additional future compensation based upon the business achieving certain future financial performance levels. The earn-out transactions were accounted for under the purchase method in accordance with ASC 805. Pursuant to the TRG Acquisition (See Note 14 - Acquisitions), the TRG Purchase Price includes cash payments to the TRG Shareholders for performance-based compensation 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, not to exceed $ 1,500,000 20 5,000,000 7 5,000,000 1,192,000 111,375 254,575 113,405 Pursuant to the CSI Acquisition (See Note 14 - Acquisitions), the CSI Purchase Price includes cash payment to the NCSI Shareholders for performance-based compensation equal to twenty percent ( 20 16 2,100,000 2,100,000 86,365 279,696 1,471,223 Pursuant to The JM Group acquisition (See Note 14 - Acquisitions), the JM purchase price includes a cash payment to the JM Shareholders for performance-based compensation of a) £ 850,000 90 850,000 1.5406 850,000 1,309,510 1,309,510 Consulting Agreements On February 15, 2013, the Company entered into an advisory agreement whereby the advisor was to provide assistance and advice in seeking out a potential merger or acquisition partners/targets. The Company agreed to pay $ 10,000 15,000 1 10 On February 15, 2013, the Company entered into an advisory agreement whereby the advisor, would provide an investor awareness program designed to create financial market and investor awareness for the Company. The Company agreed to pay the advisor $ 5,000 300,000 25,000 25,000 2,500 50,000 On February 14, 2013, the Company entered into a corporate services agreement whereby the advisor would provide 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 agreement, for any merger and acquisition transaction, the advisor would receive a fee between three percent ( 3 5 5,000 2 175,734 15,000 5,000 10,460 On August 22, 2013, the Company entered into a twelve (12) month advisory agreement agreeing to pay $ 3,000 5,000 13,000 500 20,000 52,000 On December 17, 2014, the Company entered into an exclusive agreement with a New York-based investment bank. The investment bank provides services across a wide variety of potential financings as part of the Company's buy-and-build acquisition strategy, which includes, but is not limited to: convertible debt, secondary offerings and private placements. The Company agreed to pay investment bank varying percentages of capital raised based upon the type and structure of the financing. As of November 30, 2015, the Company has paid the investment bank an aggregate of $ 1,024,000 On February 28, 2015, the Company reviewed two (2) historical consulting contracts under which the consultants were to provide certain services including roadshows, aftermarket support, and awareness activity and advising management. The consultants had failed to perform or provide such services. Further, they did not respond to the Company’s requests or attempts to contact them. Therefore, the Company considers the contracts null and void and has reversed the remaining unpaid consulting accrual in the amount of $ 102,500 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 advisor for the Company. The Company agreed to pay Mr. Villard $ 45,000 22,500 50 22,500 1,875 30,000 2,500 250 30,000 2,500 3,000 250 10,000 1,000 20,000 1,667 83 1,000 83 1,000 2,500 25,000 7,192 30,000 149,997 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 2,500 250 20,000 1,667 83 1,000 83 1,000 In March 2015, Mr. Grout received 25,000 7,192 30,000 149,997 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 2,500 250 20,000 1,667 83 1,000 83 1,000 5,000 25,000 7,192 30,000 149,997 Lease Obligations The Company entered into multiple lease agreements for office space. The agreements require monthly rental payments through May 2020. Total minimum lease obligation approximate $ 457,685 442,860 146,065 299,130 522,263 560,783 Legal Proceedings On May 22, 2014, NewCSI Inc. (“NCSI”), the former owners of CSI, filed a complaint in the United States District Court for the Western District of Texas, Austin Division, against the Company arising from the terms of the CSI Stock Purchase Agreement dated August 14, 2013. NCSI claims that the Company breached a provision of the CSI Stock Purchase Agreement (“SPA § 2.7”) which required the Company to calculate within 90 days after December 31, 2013 and pay to NCSI fifty percent (50%) of certain “Deferred Tax Assets”. The Complaint sought payment of the amount allegedly owed under SPA § 2.7 and acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $ 1,400,000 On December 31, 2014, NCSI filed an amended complaint to which NCSI added an additional count asserting an “Adjustment Event” had occurred requiring an acceleration of earn-out payments provided for in the CSI Stock Purchase Agreement of $ 2,100,000 1,670,635 The final pretrial conference in this matter was held April 22, 2015. A jury was selected on May 14, 2015, and the trial was held May 18-20, 2015. On May 20, 2015, the jury rendered a verdict, finding that S360 had not complied with SPA § 2.7 and owed $ 154,433 On June 3, 2015, NCSI filed a Motion for Entry of Judgment as Matter of Law seeking entry of a judgment in the amount of $154,433, plus accelerated earn-out payments in the amount of $ 1,152,143 54,452 On October 21, 2015, the United States District Court for the Western District of Texas, Austin Division (the Court) rendered a final judgment against Staffing 360 Solutions, Inc., (the Company) and in favor of NewCSI, Inc., (NewCSI) in the amount of $ 1,306,576 77,186.50 0.23 We believe that the Company acted in a manner consistent with our contractual rights, and we intend to aggressively defend the Company against this claim which we believe is not meritorious. Nevertheless, there can be no assurance that the outcome of this litigation will be favorable to the Company. On November 13, 2015, Staffing 360 initiated a Judicial Arbitration and Mediation Services (“JAMS”) Arbitration against the three shareholders of NewCSI, each a former Staffing 360 officer and employee. In the Demand for Arbitration and Statement of Claim, Staffing 360 alleges that these individuals breached their employment agreements with Staffing 360 and the fiduciary duties each owed to the Company. |
GEOGRAPHICAL SEGMENTS
GEOGRAPHICAL SEGMENTS | 6 Months Ended |
Nov. 30, 2015 | |
Segments, Geographical Areas [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 13 GEOGRAPHICAL SEGMENTS For the Six Months Ended For the Three Months Ended November 30, November 30, 2015 2014 2015 2014 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue generated in the U.S. $ 70,711,418 $ 61,290,063 $ 36,952,097 $ 30,965,896 Revenue generated in Canada 61,412 70,122 35,955 7,119 Revenue generated in the U.K. 6,460,622 4,317,137 4,361,882 2,129,306 Total Revenue $ 77,233,452 $ 65,677,322 $ 41,349,934 $ 33,102,321 As of November 30, 2015 and May 31, 2015, the Company has assets in the U.S., Canada and U.K. as follows: November 30, May 31, 2015 2015 (Unaudited) Total Assets in the U.S. $ 48,331,779 $ 40,682,286 Total Assets in Canada 44,857 57,713 Total Assets in the U.K. 8,112,565 1,592,256 Total Assets $ 56,489,201 $ 42,332,255 As of November 30, 2015 and May 31, 2015, the Company has liabilities in the U.S., Canada and U.K. as follows: November 30, May 31, 2015 2015 (Unaudited) Total Liabilities in the U.S. $ 36,548,622 $ 30,799,332 Total Liabilities in Canada 4,678 7,502 Total Liabilities in the U.K. 9,802,037 2,023,361 Total Liabilities $ 46,355,337 $ 32,830,195 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Nov. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 14 - ACQUISITIONS On April 26, 2013, the Company purchased all of the issued and outstanding common stock (“TRG Acquisition”) of TRG (subsequently renamed “Cyber 360, Inc.”). The aggregate consideration paid was $ 2,509,342 907,287 51,257 8.00 410,055 1,500,000 1,192,000 111,374 In connection with the TRG Acquisition, the Company identified and recognized intangible assets of $ 1,054,801 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 January 27, 2015, the Company’s board of directors voted unanimously to discontinue TRG and pursue the sale of this business. Effective January 1, 2015, the Company sold the TRG business. Therefore, the activity of this business is recorded as a discontinued operation and all its related assets have been eliminated from the current and comparative period balance sheets and subsequently sold. On November 4, 2013, the Company purchased all of the issued and outstanding common stock of CSI and its wholly owned subsidiary CCSI. The aggregate consideration paid for the CSI Acquisition was $ 3,530,454 1,311,454 13,600 8.75 119,000 20 16 2,100,000 628,777 1,471,223 In connection with the CSI Acquisition, the Company identified and recognized intangible assets of $ 912,000 91,099 107,654 10,025 703,222 0 0 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 all of the issued and outstanding common stock (“Initio Acquisition”) of Initio and its respective Subsidiaries. The aggregate consideration paid was $ 13,289,563 6,440,000 329,670 8.75 2,884,614 3,964,949 6 In connection with the acquisition of Staffing (UK), the Company identified and recognized an intangible asset of $ 10,050,000 854,658 854,658 854,658 1,709,317 1,118,796 292,428 170,372 7,035,275 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 successful history of 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 fifteen (15) offices throughout Connecticut, Massachusetts, Rhode Island, New Hampshire and North Carolina. ASSETS: Total assets $ 15,550,449 Intangible assets 10,050,000 Goodwill 2,994,057 Total $ 28,594,506 LIABILITIES: Total liabilities $ 15,254,943 Net purchase price $ 13,339,563 On February 28, 2014, the Company, through its wholly owned subsidiary, Staffing (UK), purchased substantially all of the business assets (“Poolia Acquisition”) of Poolia UK Ltd. (“Poolia UK”). The aggregate consideration paid was $ 1,626,266 1,237,500 750,000 388,766 In connection with the acquisition of Poolia UK, the Company identified and recognized an intangible asset of $ 465,321 58,165 58,165 58,165 116,330 87,248 261,743 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 U.K. All subsequent business activity from this acquisition is under a Staffing (UK) subsidiary. 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 all of the issued and outstanding common stock of PSI, a Massachusetts corporation, and forty-nine percent ( 49 The aggregate consideration paid for PS was $ 8,387,108 2,705,675 112,737 19.30 2,175,814 2,367,466 1,138,153 In connection with the forty-nine percent ( 49 572,900 220,913 In connection with the acquisition of PS, the Company identified and recognized an intangible asset of $ 2,999,100 307,238 307,238 307,238 614,475 590,922 49,200 47,150 2,051,748 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 On July 8, 2015, the Company purchased one hundred percent ( 100 6,133,521 2,498,379 62,460 8.20 512,168 2,498,379 624,595 In connection with the Lighthouse Acquisition, the Company identified and recognized intangible assets of $ 2,269,403 189,543 0 227,451 454,903 454,903 454,903 75,391 40,890 3,408 2,079,860 ASSETS: Current assets $ 153,990 Intangible assets 2,269,403 Goodwill 3,864,118 Total $ 6,287,511 LIABILITIES: Current liabilities $ 153,990 Net purchase price $ 6,133,521 On November 5, 2015, the Company, through Longbridge Recruitment 360 Limited, a subsidiary of Staffing (UK), purchased one hundred percent ( 100 3,517,218 750,000 1,155,000 40,000 4.70 188,000 500,000 770,000 performance based compensation in an amount in cash equal to £850,000 (approximately $1,310,000) and (v) an aggregate of 20,000 shares of Common Stock valued at $4.70 totaling $94,000, if the Anniversary Gross Profit is 100% or more the Completion Gross Profit; or if the Anniversary Gross Profit is greater than or equal to 75% of the Completion Gross Profit, but less than 100% of the Completion Gross Profit, an amount of shares equal to the product of (i) the Anniversary Gross Profit divided by the Completion Gross Profit and (ii) 20,000 In connection with The JM Group Acquisition, the Company identified and recognized intangible assets of $ 1,142,779 19,187 0 114,437 229,071 229,071 229,071 107,457 20,591 8,579 1,123,592 ASSETS: Current assets $ 5,138,078 Intangible assets 1,142,779 Goodwill 1,945,813 Total $ 8,226,670 LIABILITIES: Current liabilities $ 4,709,452 Net purchase price $ 3,517,218 For the Six Months Ended For the Three Months Ended 2015 2014 2015 2014 Net Revenues $ 89,200,501 $ 88,713,029 $ 45,705,851 $ 44,494,373 Net loss from continuing operations (4,748,250) (12,533,981) (3,179,823) (8,714,329) Net loss per share from continuing operations (1.02) (3.56) (0.67) (2.44) Weighted average number of common stock shares Basic and diluted 4,646,016 3,518,231 4,734,999 3,574,950 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 15 - SUBSEQUENT EVENTS On December 3, 2015, the Company issued warrants to purchase 30,087 On December 11, 2015, two (2) Series B Bond Holders owning an aggregate principal amount of $ 400,000 Company shall make payments on the principal amount of the Series B Bonds in six (6) equal tranches, every month, beginning on December 15, 2015, (ii) the Company shall pay all accrued interest on the Series B Bonds by November 6, 2015 18 12 12.00 10.00 On December 23, 2015, the Company repaid in full the outstanding balance of the $ 359,000 On December 30, 2015, Staffing 360 filed a Certificate of Designations, Preferences and Rights of Series B Preferred Stock with the Nevada Secretary of State, whereby the Company designated 200,000 0.00001 10.00 On December 30, 2015, the Company issued an aggregate of 100,000 392,000 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Interim Financial Statements Policy [Policy Text Block] | Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the six (6) and three (3) months ended November 30, 2015 and 2014, 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, 2015 and 2014, respectively, which are included in the Company’s May 31, 2015 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on July 31, 2015. 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 six (6) and three (3) months ended November 30, 2015 are not necessarily indicative of results for the entire year ending May 31, 2016. |
Consolidation, Policy [Policy Text Block] | Year End and Principles of Consolidation These 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 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 |
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 2,053,159 2,065,671 300,879 281,983 11,176,809 10,253,656 5,899,045 5,465,882 |
Equity Method Investments, Policy [Policy Text Block] | Non-controlling Interest Non-controlling interest in our subsidiary is recorded in accordance with the provisions of ASC 810 “Consolidation”, and is reported as a component of equity, separate from the parent company’s equity. Purchase or sale of equity interests that does not result in a change of control is accounted for as equity transactions. Results of operations attributable to the non-controlling interest is 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 revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to valuation, impairment testing, Earn-out liabilities, stock-based compensation and deferred income tax assets valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. Significant estimates for the six months ended November 30, 2015 and fiscal year ended May 31, 2015, respectively, include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations and testing our long-lived assets for impairment. |
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 November 30, 2015 or May 31, 2015. |
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 efforts at collection. At November 30, 2015 and May 31, 2015, the Company had an allowance for doubtful accounts of $ 389,037 270,045 |
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. and Canadian domiciled entities file separate tax returns in their respective 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. At November 30, 2015 such costs related to commissions, legal and due diligence fees totaled $ 3,276,966 476,565 325,049 509,308 157,938 Deferred finance costs also includes Original Issue Discounts (OID) amounting to $ 474,000 144,209 87,679 As of November 30, 2015, deferred finance costs amounted to $ 1,838,474 1,438,492 |
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 November 30, 2015 or May 31, 2015, with the exception of its convertible notes payable (See Note 5), promissory notes (See Note 6), bonds payable (See Note 7 and Note 8) and its Earn-out liabilities (See Note 12). Cash is considered to be highly liquid and easily tradable as of November 30, 2015 and May 31, 2015 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 Control Solutions International Inc.: CSI recognizes revenue primarily on a time and materials basis as the services are performed and amounts are earned. The Company considers amounts 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 is recorded as unbilled accounts receivable until billed. Billings in excess of revenue is 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 not included in revenue. They are applied to Cost of services resulting in Cost of services reflecting the net amount of expenses not reimbursed by clients. Staffing 360 Solutions (UK) Limited: Staffing (UK) and its various subsidiaries, follow 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, and (ii) the services have been rendered to the customer, and (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Monroe Staffing Services LLC: PeopleSERVE, Inc. and PeopleSERVE PRS, Inc.: PS recognizes revenue 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 five percent (5.0%) discount on certain contracts if paid within thirty (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 (30) days of the close of the fiscal period. Lighthouse Placement Services, LLC : Lighthouse recognizes revenue 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 candidate’s first date of employment, are satisfied. 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. Accounts receivable result from services provided to clients. The Company carries its accounts receivable at invoice amount. The JM Group Limited : The JM Group recognizes revenue at the fair value of the consideration received or receivable for the supply of services, net of value-added-tax, rebates and discounts. The company derives its revenue in the recruitment consultancy business which comprises of: · Revenue from contract placements, which represents amounts billed for the services of IT contractors. Revenue is recognized as services are rendered and validated by the receipt of a client approved timesheet and contractor invoice. · Revenue from permanent placements, which is recognized on the candidates first day in their new role. |
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 (“ASC 260”). Basic earnings per share are calculated by dividing income available to stockholders by the weighted average number of common stock shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common share equivalents outstanding during the period. Dilutive common stock share equivalents consist of common shares issuable upon the conversion of preferred stock, convertible notes and the exercise of stock options and warrants (calculated using the modified treasury stock method). For the Six Months Ended November 30, 2015 2014 Convertible bonds - Series A 17,500 55,761 Convertible bonds - Series B 89,062 83,312 Convertible promissory notes 895,159 57,202 Convertible preferred shares 216,191 - Warrants 1,637,903 1,091,672 Options 330,000 242,500 Total 3,185,815 1,530,447 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Computers 3-5 years Computer equipment 3-5 years Network equipment 3-5 years Software 3-5 years Office equipment 3-7 years Furniture and fixtures 3-7 years Leasehold improvements 3-5 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. Major improvements are capitalized. At the time of retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in Other income/(loss). |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets In accordance with ASC 360 - Property, Plant, and Equipment (“ASC 360”), the Company periodically reviews its 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. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount. 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 fiscal years 2015 and 2014, the Company impaired $ 0 2,700,255 In recording the purchase accounting for previous acquisitions, the Company estimated the fair value of identifiable intangible assets and goodwill. In fiscal 2014, the Company retained the services of an independent valuation consultant to test the previously estimated allocations. The valuation resulted in the revisions of the Company’s estimated allocations which were retroactively reflected in the Company’s consolidated financial statements for the fiscal year ended May 31, 2014. In fiscal 2015, the Company again retained the services of an independent valuation consultant to test the Goodwill and Intangible Assets values for the year ended May 31, 2015 and found there was no impairment in 2015. Goodwill represents the excess of the purchase price over the estimated fair market value of identifiable net assets at the date of acquisition in a business combination. Other intangible assets are identifiable assets that lack physical substance, which are acquired as part of a business combination or other transaction. Intangible assets with definite lives are amortized on a straight-line basis over their useful lives. Goodwill and other intangible assets with indefinite lives are not amortized and are tested for impairment at least annually. The Company has the option to perform a qualitative assessment for impairment of its goodwill and indefinite-lived intangible assets to determine if it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is below its carrying value. If the Company determines based on a qualitative assessment that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying value, then it would not be required to perform the two-step quantitative impairment test described below. If necessary, the Company will perform a quantitative assessment for impairment of its goodwill and indefinite-lived intangible assets using the two-step approach. The first step of the quantitative impairment test requires that the Company determine the fair value of each reporting unit and then compare that fair value to the reporting unit’s carrying amount. The Company uses the income approach to determine the fair value of its reporting units. The Company applies a valuation technique consistent with the income approach to measure the fair value of its indefinite-lived intangible assets. The income approach is based on the present value of estimated discounted cash flows and terminal value projected for each reporting unit. The income approach requires significant judgments, including the projected results of operations, the weighted-average cost of capital (“WACC”) used to discount the cash flows and terminal value assumptions. The projected results of operations are based on the Company’s best estimates of future economic and market conditions, including growth rates, estimated earnings and cash expenditures. The WACC is determined based on the Company’s capital structure, cost of capital, inherent business risk profile and long-term growth expectations, as reflected in the terminal value. The second step of the quantitative impairment test is performed if the first step indicates that impairment exists. The second step of the impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill and intangible assets as of the assessment date. The implied fair value of the reporting unit’s goodwill and other intangible assets is then compared to the carrying amount of goodwill and other intangible assets to quantify an impairment charge as of the assessment date. Based upon the results of the independent valuation, the Company did not impair or adjust the goodwill and intangible totals for the fiscal year ended May 31, 2015. In addition, the Company did not record any adjustment or impairment of Goodwill during the six (6) months ended November 30, 2015. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets In connection with the CSI Acquisition (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 912,000 4 15 703,222 0 0 In connection with the acquisition of Staffing (UK) (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 10,050,000 /non-competes 4 15 /non-competes 7,035,275 7,889,933 In connection with the Poolia Acquisition (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 465,321 4 261,743 319,908 In connection with the acquisition of PSI and PRS (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 2,999,100 4 non-compet 2,051,784 2,359,022 In connection with the acquisition of Lighthouse (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 2,269,403 15 2,079,860 0 In connection with the acquisition of The JM Group (See Note 14 - Acquisitions), the Company identified and recognized an intangible asset of $ 1,148,638 4 15 1,123,592 0 |
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. |
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. |
Reverse Stock Split [Policy Text Block] | Reverse Stock Split The Company effected a one-for-ten reverse stock split on September 17, 2015. Following the reverse split, the Company’s issued and outstanding shares of Common Stock decreased from 45,732,674 4,573,360 |
RESTRUCTURING PLAN AND IMPLEM23
RESTRUCTURING PLAN AND IMPLEMENTATION (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Revenue, operating income, and net income from discontinued operations were as follows: For the Six Months Ended November 30, 2015 2014 (Unaudited) (Unaudited) Revenue $ - $ 1,700,033 Operating income/(loss) $ - $ (32,170) Net income/(loss) from discontinued operations $ - $ (46,760) |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
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 November 30, 2015 and 2014 have been excluded from the per share computations, since its inclusion would be anti-dilutive: For the Six Months Ended November 30, 2015 2014 Convertible bonds - Series A 17,500 55,761 Convertible bonds - Series B 89,062 83,312 Convertible promissory notes 895,159 57,202 Convertible preferred shares 216,191 - Warrants 1,637,903 1,091,672 Options 330,000 242,500 Total 3,185,815 1,530,447 |
Property Plant And Equipment Estimated Useful Lives [Table Text Block] | 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 3-5 years Computer equipment 3-5 years Network equipment 3-5 years Software 3-5 years Office equipment 3-7 years Furniture and fixtures 3-7 years Leasehold improvements 3-5 years |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: November 30, 2015 May 31, 2015 (Unaudited) Computer software $ 58,020 $ 107,315 Office equipment 29,774 30,391 Computer equipment 501,028 312,720 Furniture and fixtures 208,328 184,555 Website 32,898 32,117 Leasehold improvements 128,873 75,530 Total cost 958,921 742,628 Accumulated depreciation (345,177) (236,623) Total $ 613,744 $ 506,005 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Convertible Notes Payable [Abstract] | |
Convertible Debt [Table Text Block] | Convertible notes payable short-term consisted of the following: November 30, 2015 May 31, 2015 (Unaudited) Beginning balance Principal $ 304,000 $ 1,600,000 Proceeds Convertible notes payable - June 23 rd 359,000 404,000 Convertible notes payable July 8 th 236,798 - Convertible notes payable Lighthouse Note 1 current portion 499,676 - Convertible notes payable Lighthouse Note 2 current portion 312,298 - Repayment of loans (204,000) (1,100,000) Conversion of loans - (600,000) Debt discount for restricted stock and beneficial conversion feature for convertible notes payable net of accumulated amortization of $1,530,056 and $1,494,544, respectively - (101,932) Net balance $ 1,507,772 $ 202,068 Convertible notes payable long-term consisted of the following: November 30, 2015 May 31, 2015 (Unaudited) Convertible notes payable July 8 th Proceeds Principal $ 3,920,000 $ - Payments - - Conversions - - Debt discount for restricted stock and beneficial conversion feature for convertible notes payable net of accumulated amortization of $765,196 and $0, respectively (2,490,153) - 1,429,847 - Less current portion (236,798) - 1,193,049 - Promissory note Lighthouse Note 1: Beginning balance Principal 2,498,379 - Payment (124,919) - 2,373,460 - Less current portion (499,676) - 1,873,784 - Promissory note Lighthouse Note 2: Beginning balance - Principal 624,595 - Payment (78,074) - 546,521 - Less current portion (312,298) - 234,223 - Total Promissory notes long-term, net balance $ 3,301,056 $ - |
Schedule of Maturities of Long-term Debt [Table Text Block] | Lighthouse Note 1 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 249,838 2016 $ 499,676 2017 499,676 2017 499,676 2018 1,249,190 2018 1,374,108 Thereafter 374,756 Thereafter - Total $ 2,373,460 Total $ 2,373,460 Lighthouse Note 2 Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 156,149 2016 $ 312,298 2017 312,298 2017 234,223 2018 78,074 2018 - Total $ 546,521 Total $ 546,521 |
Schedule of Maturities of Convertible Debt [Table Text Block] | Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ - 2016 $ 980,000 2017 3,920,000 2017 2,940,000 Total $ 3,920,000 Total $ 3,920,000 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Schedule of Short-term Debt [Table Text Block] | November 30, May 31, 2015 (Unaudited) Beginning balance Principal $ 51,598 $ - Promissory note Sterling National Bank (current portion) 166,435 1,705,000 Payments (51,598) (1,653,402) Total short-term promissory notes 166,435 51,598 Current portion of long-term promissory notes: Promissory notes Seller note - Staffing (UK) current portion 55,689 55,689 Promissory notes Seller note - PS current portion 789,155 789,155 Promissory notes Seller note The JM Group 770,300 - Promissory notes Midcap Financial Trust Term Loan current portion 750,000 750,000 Promissory notes ABN AMRO Term Loan current portion 577,725 - 2,991,013 1,594,844 Total Promissory notes short-term $ 3,109,304 $ 1,646,442 |
Schedule of Long-term Debt Instruments [Table Text Block] | Promissory notes long-term consisted of the following: November 30, May 31, 2015 (Unaudited) Promissory notes Staffing (UK): Beginning balance - Principal $ 199,520 $ 3,616,874 Payments (27,845) (361,324) Conversions - (3,056,030) 171,675 199,520 Less current portion (55,689) (55,689) 115,986 143,831 Promissory note PS: Beginning balance - Principal 1,578,311 2,367,466 Payments (394,578) (789,155) 1,183,733 1,578,311 Less current portion (789,155) (789,155) 394,578 789,156 Promissory note Sterling National Bank Beginning balance - Principal - - Proceeds 350,000 - Payment - 350,000 - Less current portion (166,435) - 183,565 - Promissory note Midcap Financial Trust Term Loan Beginning balance - Principal 2,937,500 - Proceeds - 3,000,000 Payment (375,000) (62,500) 2,562,500 2,937,500 Less current portion (750,000) (750,000) 1,812,500 2,187,500 Promissory note Midcap Financial Trust Additional Term Loan Beginning balance - Principal 700,000 - Proceeds 50,000 700,000 Payment - - 750,000 700,000 Less current portion - - 750,000 700,000 Promissory note ABN AMRO Term Loan Beginning balance Principal - - Proceeds 1,155,450 - Payment - - 1,155,450 - Less current portion (577,725) - 577,725 - Total Promissory notes long-term $ 3,834,354 $ 3,820,487 |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Year ended Amount Twelve months ended Amount 2016 $ 27,844 2016 $ 55,689 2017 143,831 2017 115,986 Total $ 171,675 Total $ 171,675 |
Promissory note - PeopleSERVE [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Year ended Amount Twelve months Amount 2016 $ 394,578 2016 $ 789,155 2017 789,155 2017 394,578 Total $ 1,183,733 Total $ 1,183,733 |
Promissory note Midcap Financial Trust Term Loan [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Year ended Amount Twelve months Amount 2016 $ 375,000 2016 $ 750,000 2017 750,000 2017 750,000 2018 750,000 2018 750,000 2019 687,500 2019 312,500 Total $ 2,562,500 Total $ 2,562,500 |
Promissory Note Midcap Financial Trust Additional Term Loan [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ - 2016 $ - 2017 - 2017 - 2018 - 2018 - 2019 750,000 2019 750,000 Total $ 750,000 Total $ 750,000 |
Promissory note - Sterling National Bank [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 79,412 2016 $ 167,878 2017 185,197 2017 182,122 2018 85,391 2018 - Total $ 350,000 Total $ 350,000 |
Promissory Note - ABN Amro Term Loan [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Twelve months Year ended ended May 31, Amount November 30, Amount 2016 $ 288,863 2016 $ 577,725 2017 577,725 2017 577,725 2018 288,862 2018 - Total $ 1,155,450 Total $ 1,155,450 |
BONDS - SERIES A (Tables)
BONDS - SERIES A (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Series A Convertible Bonds [Member] | |
Bonds Payable [Table Text Block] | Bonds Series A consisted of the following: November 30, May 31, 2015 (Unaudited) Beginning Balance Principal $ 175,000 $ 2,998,500 Proceeds - 1,060,000 Payments - (355,000) Debt discount for restricted stock and beneficial conversion net of accumulated amortization of $2,545,445 and $2,545,445, respectively - - Conversions - (3,528,500) Net balance $ 175,000 $ 175,000 |
BONDS - SERIES B (Tables)
BONDS - SERIES B (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Series B Convertible Bonds [Member] | |
Bonds Payable [Table Text Block] | Bonds Series B consisted of the following: November 30, 2015 May 31, 2015 (Unaudited) Beginning Balance Principal $ 981,500 $ - Proceeds - 981,500 Payments (100,000) - Debt discount for restricted stock and beneficial conversion net of accumulated amortization of $223,894 and $153,793, respectively - (70,101) Net balance $ 881,500 $ 911,399 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | The issuance of 1,073,851 Number of Fair Value at Common Stock Fair Value at Issuance Shares Issuance (per share) Shares issued to consultants 23,250 $ 215,000 $ 6.20-19.20 Shares issued for conversion of convertible notes payable 40,000 600,000 15.00 Shares issued in connection with accrued interest on convertible notes 791 11,868 15.00 Shares issued in connection with convertible notes 8,450 123,345 6.90 Shares issued in connection with amendment of convertible notes 2,604 16,923 6.50 Shares issued in connection with Series A convertible bonds 10,600 174,142 6.10 Shares issued in connection with amendment of Series A convertible bonds 9,290 93,781 6.50-13.90 Shares issued in connection with Series B convertible bonds 9,815 123,505 12.60 Shares issued to board and committees members 30,250 283,530 3.00-19.50 Shares issued as interest on debt 43,375 309,240 2.80-18.50 Shares issued to private placement agent 1,651 27,832 8.50-19.50 Shares issued in connection with conversion of accounts payable 23,662 215,674 8.40-17.30 Shares issued in connection with conversion of Initio promissory notes 305,603 2,290,210 6.50-7.501 Shares issued in connection with conversion of accrued interest and interest expense associated with Initio promissory notes 30,236 226,189 6.50-7.501 Shares issued for conversion of Series A bonds 370,969 3,709,655 10.00 Shares issued for conversion of Earn-out liability 113,405 340,215 3.00 Shares issued in connection with settlement agreement 27,500 255,750 9.30 Shares issued as a bonus 22,400 188,160 8.40 The issuance of 522,386 Number of Fair Value at Common Stock Fair Value at Issuance Shares Issuance (per share) Shares issued to consultants 42,746 $ 242,830 $ 4.30 - 8.20 Shares issued for conversion of convertible notes payable 125,000 507,146 4.10 Shares issued to board and committees members 98,500 502,687 4.399 8.00 Shares issued to employees 138,300 687,928 4.30 - 8.00 Shares issued pursuant to acquisition of subsidiaries 102,460 700,168 4.70 - 8.20 Shares issued in connection with extension of Series A convertible bonds 4,375 23,975 5.48 Shares issued in connection with extension of Series B convertible bonds 1,375 6,875 4.999 5.00 Shares issued to private placement agent 9,630 48,149 4.9999 5.00 |
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 common stock shares issued to shareholders at November 30, 2015: Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Exercise Number Remaining Contractual Average Number Average Price Outstanding Life (years) Exercise price Exercisable Exercise Price $10.00 - $20.00 1,637,903 3.34 $ 15.80 1,637,903 $ 15.80 |
Schedule Of Warrant Activity [Table Text Block] | Transactions involving the Company’s warrant issuance are summarized as follows: Weighted Number of Average Shares Price Per Share Outstanding at May 31, 2014 676,077 $ 19.70 Issued 569,826 15.00 Exercised - - Expired - - Outstanding at May 31, 2015 1,245,903 $ 17.60 Issued 392,000 10.00 Exercised - - Expired - - Outstanding at November 30, 2015 1,637,903 $ 15.80 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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: $ 10.00 - $20.00 Market price at date of grant: $ 3.00 - $19.90 Volatility: 50.57% - 162.519 % Expected dividend rate: 0 Expected terms (years): 5 - 10 Risk-free interest rate: 1.45% - 2.77 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the activity during the six months ended November 30, 2015 of the Company’s 2014 Equity Plan is presented below: Options Weighted Aggregate Outstanding at May 31, 2014 190,000 $ 20.00 $ - Granted 147,000 17.20 - Exercised - - - Expired or cancelled - - - Decrease in weighted average exercise price due to modification (1) - $ (4.10) - Outstanding at May 31, 2015 337,000 $ 13.10 $ - Granted 12,500 10.00 - Exercised - - Expired or cancelled - - Outstanding at November 30, 2015 349,500 $ 13.00 $ - (1) On December 8, 2014, the Company modified the exercise price on its unvested 138,000 20.00 10.00 |
GEOGRAPHICAL SEGMENTS (Tables)
GEOGRAPHICAL SEGMENTS (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Segments, Geographical Areas [Abstract] | |
Schedule of Revenues, Assets, and Liabilities by Geographical Segment [Table Text Block] | For the six (6) and three (3) months ended November 30, 2015 and 2014, the Company generated revenue in the U.S., Canada and the U.K. as follows: For the Six Months Ended For the Three Months Ended November 30, November 30, 2015 2014 2015 2014 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue generated in the U.S. $ 70,711,418 $ 61,290,063 $ 36,952,097 $ 30,965,896 Revenue generated in Canada 61,412 70,122 35,955 7,119 Revenue generated in the U.K. 6,460,622 4,317,137 4,361,882 2,129,306 Total Revenue $ 77,233,452 $ 65,677,322 $ 41,349,934 $ 33,102,321 As of November 30, 2015 and May 31, 2015, the Company has assets in the U.S., Canada and U.K. as follows: November 30, May 31, 2015 2015 (Unaudited) Total Assets in the U.S. $ 48,331,779 $ 40,682,286 Total Assets in Canada 44,857 57,713 Total Assets in the U.K. 8,112,565 1,592,256 Total Assets $ 56,489,201 $ 42,332,255 As of November 30, 2015 and May 31, 2015, the Company has liabilities in the U.S., Canada and U.K. as follows: November 30, May 31, 2015 2015 (Unaudited) Total Liabilities in the U.S. $ 36,548,622 $ 30,799,332 Total Liabilities in Canada 4,678 7,502 Total Liabilities in the U.K. 9,802,037 2,023,361 Total Liabilities $ 46,355,337 $ 32,830,195 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Nov. 30, 2015 | |
Schedule of Assets Acquired and Liabilities Assumed [Table Text Block] | For the Six Months Ended For the Three Months Ended 2015 2014 2015 2014 Net Revenues $ 89,200,501 $ 88,713,029 $ 45,705,851 $ 44,494,373 Net loss from continuing operations (4,748,250) (12,533,981) (3,179,823) (8,714,329) Net loss per share from continuing operations (1.02) (3.56) (0.67) (2.44) Weighted average number of common stock shares Basic and diluted 4,646,016 3,518,231 4,734,999 3,574,950 |
TRG [Member] | |
Schedule of Assets Acquired and Liabilities Assumed [Table Text Block] | 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 [Table Text Block] | 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 [Table Text Block] | 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 $ 28,594,506 LIABILITIES: Total liabilities $ 15,254,943 Net purchase price $ 13,339,563 |
Poolia [Member] | |
Schedule of Assets Acquired and Liabilities Assumed [Table Text Block] | 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 |
PS [Member] | |
Schedule of Assets Acquired and Liabilities Assumed [Table Text Block] | 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 |
Lighthouse Acquisition [Member] | |
Schedule of Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS: Current assets $ 153,990 Intangible assets 2,269,403 Goodwill 3,864,118 Total $ 6,287,511 LIABILITIES: Current liabilities $ 153,990 Net purchase price $ 6,133,521 |
JM Group Acquisition [Member] | |
Schedule of Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS: Current assets $ 5,138,078 Intangible assets 1,142,779 Goodwill 1,945,813 Total $ 8,226,670 LIABILITIES: Current liabilities $ 4,709,452 Net purchase price $ 3,517,218 |
ORGANIZATION AND DESCRIPTION 33
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | Nov. 05, 2015USD ($)$ / sharesshares | Nov. 05, 2015EUR (€)shares | Jul. 08, 2015USD ($)$ / sharesshares | Nov. 04, 2013USD ($) | Sep. 17, 2015shares | May. 29, 2015$ / sharesshares | Apr. 26, 2013USD ($) | Nov. 30, 2015USD ($)$ / sharesshares | Nov. 30, 2014USD ($) | Oct. 31, 2015shares | May. 31, 2015$ / sharesshares | Dec. 30, 2015$ / sharesshares | Nov. 05, 2015EUR (€) | Aug. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | ||||||||||||
Payments to Acquire Businesses, Gross | $ | $ 3,653,829 | $ 0 | ||||||||||||
Debt Instrument, Face Amount | $ | $ 3,056,030 | $ 3,056,030 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ | $ 2,100,000 | $ 1,192,000 | ||||||||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 16.00% | 7.00% | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||||
Stockholders' Equity, Reverse Stock Split | one-for-ten | |||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | shares | 45,732,674 | |||||||||||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | shares | 4,573,360 | |||||||||||||
Lighthouse Placement Services [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ | $ 6,133,521 | |||||||||||||
Payments to Acquire Businesses, Gross | $ | $ 2,498,379 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 62,460 | |||||||||||||
Fair Value at Issuance (per share) | $ / shares | $ 8.20 | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 512,168 | |||||||||||||
Lighthouse Placement Services [Member] | Three Years Unsecured Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ | 2,498,379 | |||||||||||||
Lighthouse Placement Services [Member] | Two Years Unsecured Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ | $ 624,595 | |||||||||||||
JM Group Limited [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 1,155,000 | € 750,000 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 40,000 | 40,000 | 20,000 | |||||||||||
Debt Instrument, Face Amount | $ 770,000 | € 500,000 | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||||||||||
Business Acquisition, Share Price | $ / shares | $ 4.70 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,310,000 | € 850,000 | ||||||||||||
Debt Instrument, Term | 6 months | 6 months | ||||||||||||
Anniversary Gross Profit Description | if the Anniversary Gross Profit is 100% or more the Completion Gross Profit; or if the Anniversary Gross Profit is greater than or equal to 75% of the Completion Gross Profit, but less than 100% of the Completion Gross Profit, an amount of shares equal to the product of (i) the Anniversary Gross Profit divided by the Completion Gross Profit and (ii) multiplied by 20,000. | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 188,000 | |||||||||||||
Maximum [Member] | JM Group Limited [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 90.00% | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | shares | 1,663,008 | 1,663,008 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | 12.00% | ||||||||||||
Preferred Stock, Redemption Terms | Shares of the Series A Preferred Stock are convertible into shares of Common Stock at the holders election at any time prior to December 31, 2018 (the Redemption Date), at a conversion rate of one and three tenths (1.3) shares of Common Stock for every one share of Series A Preferred Stock that the holder elects to convert. | |||||||||||||
Series A Preferred Stock [Member] | Designated Shares [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | shares | 1,663,008 | 1,663,008 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | shares | 200,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 10 | |||||||||||||
Series B Preferred Stock [Member] | Designated Shares [Member] | Subsequent Event [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | shares | 200,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 |
RESTRUCTURING PLAN AND IMPLEM34
RESTRUCTURING PLAN AND IMPLEMENTATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Revenue | $ 0 | $ 1,700,033 | ||
Operating income/(loss) | 0 | (32,170) | ||
Net income/(loss) from discontinued operations | $ 0 | $ (9,168) | $ 0 | $ (46,760) |
RESTRUCTURING PLAN AND IMPLEM35
RESTRUCTURING PLAN AND IMPLEMENTATION (Details Textual) - USD ($) | Jan. 01, 2015 | Nov. 13, 2014 | Feb. 27, 2015 | Jan. 31, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 |
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Restructuring Charges | $ 175,000 | |||||||||
Restructuring Professional Fees | 792,650 | |||||||||
Debt Instrument, Face Amount | $ 3,056,030 | $ 3,056,030 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 122,507 | 6,795 | 206,538 | 335,839 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 369,423 | |||||||||
Warrants Exercisable Terms | 10 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | $ 12.50 | ||||||||
Share Price | $ 10 | |||||||||
Gains (Losses) on Extinguishment of Debt | $ 35,450 | $ 813,912 | ||||||||
Consulting Agreements [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Restructuring Charges | 73,875 | |||||||||
Increase Decrease In Future Cash Flows | 432,000 | |||||||||
Employment Agreement [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Restructuring Charges | 691,966 | |||||||||
Increase Decrease In Future Cash Flows | 50,000 | |||||||||
Annual Additional Amount of Decrease In Future Cash Flows | $ 624,000 | |||||||||
Scenario, Forecast [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Effect on Future Cash Flows, Amount | $ 2,313,000 | $ 889,000 | ||||||||
Cyber 360, Inc [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 113,405 | |||||||||
Gains (Losses) on Extinguishment of Debt | $ 485,835 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,134,050 | |||||||||
Cyber 360, Inc [Member] | Earn Out Shares [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Business Acquisition, Share Price | $ 3 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 113,405 | |||||||||
Series A Bonds [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Oct. 15, 2014 | |||||||||
Debt Instrument, Face Amount | $ 3,709,655 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 370,969 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 185,486 | |||||||||
Warrants Exercisable Terms | 3 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | |||||||||
Debt Issuance Cost | $ 2,927,959 | |||||||||
Series B Bonds [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Stock or Unit Option Plan Expense | $ 154,489 | |||||||||
Maximum [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | |||||||||
Maximum [Member] | Series A Bonds [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | 15 | |||||||||
Maximum [Member] | Series B Bonds [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | 15 | |||||||||
Minimum [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 10 | |||||||||
Minimum [Member] | Series A Bonds [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | 10 | |||||||||
Minimum [Member] | Series B Bonds [Member] | ||||||||||
RESTRUCTURING PLAN AND IMPLEMENTATION [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 12 |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 6 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 3,185,815 | 1,530,447 |
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 | 17,500 | 55,761 |
Convertible bonds - Series B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 89,062 | 83,312 |
Convertible promissory notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 895,159 | 57,202 |
Convertable preferred shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 216,191 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 1,637,903 | 1,091,672 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded in computation of earnings per common share | 330,000 | 242,500 |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 6 Months Ended |
Nov. 30, 2015 | |
Computers [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computers [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Network equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Network equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 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 | 5 years |
Office equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Office equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN38
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Nov. 05, 2015 | Nov. 04, 2015 | Jul. 08, 2015 | Jan. 03, 2014 | Nov. 04, 2013 | Sep. 17, 2015 | Nov. 30, 2014 | May. 17, 2014 | Feb. 28, 2014 | Apr. 26, 2013 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | May. 31, 2014 |
Accounting Policies [Line Items] | ||||||||||||||||
Allowance for doubtful accounts | $ 389,037 | $ 389,037 | $ 270,045 | |||||||||||||
Accumulated amortization of deferred finance costs | 1,438,492 | 1,438,492 | ||||||||||||||
Goodwill impairment | 0 | $ 703,222 | ||||||||||||||
Intangible, net | 12,552,253 | 12,552,253 | 10,568,862 | |||||||||||||
Amortization of Deferred Charges | 325,049 | $ 157,938 | 476,565 | 509,308 | ||||||||||||
Assets, Total | 56,489,201 | 56,489,201 | 42,332,255 | |||||||||||||
Liabilities, Total | 46,355,337 | 46,355,337 | 32,830,195 | |||||||||||||
Operating Expenses | 9,210,756 | 8,395,692 | 16,189,887 | 15,459,070 | ||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 45,732,674 | |||||||||||||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 4,573,360 | |||||||||||||||
Original Issue Discounts | 474,000 | |||||||||||||||
Legal Fees | 3,276,966 | |||||||||||||||
Amortization of Financing Costs | 87,679 | 144,209 | ||||||||||||||
Deferred Finance Costs, Net | 1,838,474 | 1,838,474 | ||||||||||||||
Amortization Expense [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Amortization of Deferred Charges | $ 325,049 | $ 157,938 | $ 476,565 | $ 509,308 | ||||||||||||
PRS [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Ownership interest | 49.00% | 49.00% | 49.00% | |||||||||||||
Intangible assets | $ 2,999,100 | $ 2,999,100 | ||||||||||||||
Intangible, net | 2,051,748 | $ 2,051,748 | ||||||||||||||
Receivable with Imputed Interest, Description | The Company provides certain customers a five percent (5.0%) discount on certain contracts if paid within thirty (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 Companys fiscal period, a portion of receivables may not be invoiced. These unbilled receivables are typically billed within thirty (30) days of the close of the fiscal period. | |||||||||||||||
TRG [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 1,054,801 | |||||||||||||||
CSI [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 912,000 | |||||||||||||||
Estimated useful life | 4 years | 4 years | ||||||||||||||
Impairment of intangible assets | $ 703,222 | $ 10,025 | ||||||||||||||
Intangible, net | 0 | $ 0 | 0 | |||||||||||||
Staffing 360 UK [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 10,050,000 | |||||||||||||||
Estimated useful life | 4 years | |||||||||||||||
Intangible, net | 7,035,275 | 7,035,275 | 7,889,933 | |||||||||||||
Poolia [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 465,321 | 465,321 | 465,321 | |||||||||||||
Estimated useful life | 4 years | |||||||||||||||
Intangible, net | 261,743 | 261,743 | 319,908 | |||||||||||||
PS [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 2,999,100 | |||||||||||||||
Estimated useful life | 4 years | 4 years | ||||||||||||||
Intangible, net | 2,051,784 | 2,051,784 | 2,359,022 | |||||||||||||
Lighthouse [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 2,269,403 | |||||||||||||||
Estimated useful life | 4 years | |||||||||||||||
Intangible, net | 2,079,860 | 2,079,860 | 0 | |||||||||||||
JM Group | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Ownership interest | 100.00% | |||||||||||||||
Intangible assets | $ 1,142,779 | |||||||||||||||
Estimated useful life | 4 years | |||||||||||||||
Intangible, net | $ 1,123,592 | 1,123,592 | 1,123,592 | 0 | ||||||||||||
Cyber 360 And CSI Acquisitions [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Goodwill impairment | 0 | 2,700,255 | ||||||||||||||
Variable Interest Entity, Primary Beneficiary [Member] | PRS [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Assets, Total | 2,053,159 | 2,053,159 | ||||||||||||||
Liabilities, Total | $ 2,065,671 | 2,065,671 | ||||||||||||||
Revenues | 5,899,045 | 11,176,809 | 300,879 | |||||||||||||
Operating Expenses | $ 5,465,882 | $ 10,253,656 | $ 281,983 | |||||||||||||
Trade Names [Member] | CSI [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 15 years | |||||||||||||||
Trade Names [Member] | Staffing 360 UK [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 15 years | |||||||||||||||
Trade Names [Member] | PS [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 15 years | |||||||||||||||
Trade Names [Member] | Lighthouse [Member] | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 15 years | |||||||||||||||
Trade Names [Member] | JM Group | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Intangible assets | $ 1,148,638 | |||||||||||||||
Estimated useful life | 15 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Nov. 30, 2015 | May. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 958,921 | $ 742,628 |
Accumulated depreciation | (345,177) | (236,623) |
Total | 613,744 | 506,005 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 58,020 | 107,315 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 29,774 | 30,391 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 501,028 | 312,720 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 208,328 | 184,555 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 32,898 | 32,117 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 128,873 | $ 75,530 |
PROPERTY AND EQUIPMENT (Detai40
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 57,285 | $ 37,908 | $ 108,554 | $ 76,358 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2015 | May. 31, 2015 | |
Short-term Debt [Line Items] | ||
Convertible notes payable | $ 1,507,772 | $ 202,068 |
Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Beginning balance - Principal | 304,000 | 1,600,000 |
Proceeds - Convertible notes payable - June 23rd note | 359,000 | 404,000 |
Convertible notes payable | 1,507,772 | 202,068 |
Repayment of loans | (204,000) | (1,100,000) |
Conversion of loans | 0 | (600,000) |
Debt discount for restricted stock and beneficial conversion feature for convertible notes payable - net of accumulated amortization of $1,530,056 and $1,494,544, respectively | 0 | (101,932) |
July Eight Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 236,798 | 0 |
July Eight Note Payable [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 236,798 | 0 |
Lighthouse Notes Two [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 312,298 | 0 |
Lighthouse Notes Two [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 312,298 | 0 |
Lighthouse Notes One [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 499,676 | 0 |
Lighthouse Notes One [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | $ 499,676 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De42
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | May. 31, 2015 | Jul. 24, 2015 | |
Long Term Debt [Line Items] | |||
Beginning balance - Principal | $ 171,675 | ||
Ending balance - Principal | 171,675 | $ 171,675 | |
Less current portion | (1,507,772) | (202,068) | |
Convertible Notes Payable, Noncurrent | $ 204,000 | ||
Long-term Debt [Member] | |||
Long Term Debt [Line Items] | |||
Convertible Notes Payable, Noncurrent | 3,301,056 | 0 | |
July Eight Note Payable [Member] | |||
Long Term Debt [Line Items] | |||
Proceeds - Principal | 3,920,000 | 0 | |
Payments | 0 | 0 | |
Conversions | 0 | 0 | |
Debt discount for restricted stock and beneficial conversion feature for convertible notes payable - net of accumulated amortization of $282,542 and $0, respectively | (2,490,153) | 0 | |
Debt Instrument, Increase (Decrease), Net | 1,429,847 | 0 | |
Less current portion | (236,798) | 0 | |
Convertible Notes Payable, Noncurrent | 1,193,049 | 0 | |
Lighthouse Notes One [Member] | |||
Long Term Debt [Line Items] | |||
Beginning balance - Principal | 2,498,379 | 0 | |
Payments | (124,919) | 0 | |
Ending balance - Principal | 2,373,460 | 2,498,379 | |
Less current portion | (499,676) | 0 | |
Convertible Notes Payable, Noncurrent | 1,873,784 | 0 | |
Lighthouse Notes Two [Member] | |||
Long Term Debt [Line Items] | |||
Beginning balance - Principal | 624,595 | 0 | |
Payments | (78,074) | 0 | |
Ending balance - Principal | 546,521 | 624,595 | |
Less current portion | (312,298) | 0 | |
Convertible Notes Payable, Noncurrent | $ 234,223 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De43
CONVERTIBLE NOTES PAYABLE (Details 2) - USD ($) | Nov. 30, 2015 | May. 31, 2015 | May. 31, 2014 |
2,016 | $ 55,689 | $ 27,844 | |
2,017 | 115,986 | 143,831 | |
Total | 171,675 | 171,675 | |
Convertible Debt [Member] | |||
2,016 | 980,000 | 0 | |
2,017 | 2,940,000 | 3,920,000 | |
Total | 3,920,000 | 3,920,000 | |
Lighthouse Notes One [Member] | |||
2,016 | 499,676 | 249,838 | |
2,017 | 499,676 | 499,676 | |
2,018 | 1,374,108 | 1,249,190 | |
Thereafter | 0 | 374,756 | |
Total | 2,373,460 | 2,498,379 | $ 0 |
Lighthouse Notes Two [Member] | |||
2,016 | 312,298 | 156,149 | |
2,017 | 234,223 | 312,298 | |
2,018 | 0 | 78,074 | |
Total | $ 546,521 | $ 624,595 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De44
CONVERTIBLE NOTES PAYABLE (Details Textual) - USD ($) | Jul. 08, 2015 | May. 11, 2015 | Dec. 10, 2014 | Nov. 13, 2014 | Jul. 14, 2014 | Jul. 12, 2014 | Jun. 22, 2014 | May. 19, 2014 | Jul. 24, 2015 | Jun. 23, 2015 | Feb. 05, 2015 | Jan. 31, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | May. 27, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | May. 31, 2014 | Nov. 10, 2015 | Aug. 31, 2015 |
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,056,030 | $ 3,056,030 | $ 3,056,030 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 122,507 | 6,795 | 206,538 | 335,839 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 66,420 | $ 66,420 | ||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,980,475 | $ 667,941 | ||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 242,606 | $ 236,423 | 504,768 | 1,026,798 | ||||||||||||||||||||
Repayments of Notes Payable | 1,052,014 | 1,858,027 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 0 | 600,000 | ||||||||||||||||||||||
Convertible Notes Payable, Current | 1,507,772 | 1,507,772 | $ 202,068 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,460 | |||||||||||||||||||||||
Interest Expense | 678,833 | $ 515,833 | 1,120,452 | 966,685 | ||||||||||||||||||||
Extinguishment of Debt, Amount | $ 283,001 | |||||||||||||||||||||||
Convertible Notes Payable | 3,301,056 | 3,301,056 | 0 | |||||||||||||||||||||
Convertible Notes Payable, Noncurrent | 204,000 | |||||||||||||||||||||||
Interest Paid | 859,144 | $ 102,958 | ||||||||||||||||||||||
Interest Payable | $ 165,539 | $ 165,539 | $ 123,832 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 134,758 | 227,192 | 369,423 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | $ 12.50 | $ 12.50 | |||||||||||||||||||||
Financing Original Issued Discount Amount | $ 54,000 | |||||||||||||||||||||||
Deferred Finance Costs, Current, Net | $ 1,838,474 | $ 1,838,474 | $ 1,151,434 | |||||||||||||||||||||
Legal Fees | 3,276,966 | |||||||||||||||||||||||
Short-term Debt [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,530,056 | 1,494,544 | ||||||||||||||||||||||
Long-term Debt [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 765,196 | $ 0 | ||||||||||||||||||||||
Lighthouse Notes One [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||||||||||||||
Convertible Notes Payable, Current | 499,676 | 499,676 | 0 | |||||||||||||||||||||
Convertible Notes Payable, Noncurrent | 1,873,784 | 1,873,784 | 0 | |||||||||||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||||||||||||
Unsecured Long-term Debt, Noncurrent | $ 2,498,379 | |||||||||||||||||||||||
Lighthouse Notes Two [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||||||||||||||
Convertible Notes Payable, Current | 312,298 | 312,298 | 0 | |||||||||||||||||||||
Convertible Notes Payable, Noncurrent | 234,223 | $ 234,223 | $ 0 | |||||||||||||||||||||
Debt Instrument, Term | 2 years | |||||||||||||||||||||||
Unsecured Long-term Debt, Noncurrent | $ 624,595 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 522,386 | 1,073,851 | ||||||||||||||||||||||
Corinthian Partners [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 5,000 | |||||||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 100 | |||||||||||||||||||||||
Debt Instrument Accrued Interest [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 792 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 11,868 | |||||||||||||||||||||||
May Note [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | 12,000 | |||||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 204,000 | $ 280,000 | 100,000 | $ 100,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 12.00% | 8.00% | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,787 | 1,000 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | $ 4,762 | |||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 177,559 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,762 | 35,512 | $ 75,630 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 18,115 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 100,000 | 100,000 | 100,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | $ 10 | ||||||||||||||||||||||
Debt Instrument Remaining Discount | 170,264 | 170,264 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 15, 2015 | Apr. 15, 2015 | ||||||||||||||||||||||
Description Of Issue Of Warrants To Purchase Common Stock | In addition, for every $1.00 of principal converted, the Company will issue a warrant to purchase one-half of a common stock share at $20.00 per common stock share exercisable for a term of three (3) years. | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | |||||||||||||||||||||||
Percentage of Convertible Discount Average Share Price | 39.00% | |||||||||||||||||||||||
Interest Expense | 2,414 | |||||||||||||||||||||||
Interest Expense, Debt | 6,016 | |||||||||||||||||||||||
Interest Payable | 11,671 | 11,671 | ||||||||||||||||||||||
Prepayment Fee | $ 71,445 | |||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt, before Write off of Deferred Debt Issuance Cost | 32,400 | |||||||||||||||||||||||
Prepaid Interest | $ 493 | 493 | ||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 0 | |||||||||||||||||||||||
June Note [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,000 | 2,000 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 28,876 | |||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 64,210 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Convertible Notes Payable | $ 359,000 | |||||||||||||||||||||||
Twelve Percentage Convertible Promissory Notes One [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 500 | |||||||||||||||||||||||
Repayments of Notes Payable | $ 150,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 100,000 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 100,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Twelve Percentage Convertible Promissory Notes Two [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 250 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 200,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Twelve Percentage Convertible Promissory Notes Three [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 500 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 200,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Twelve Percentage Convertible Promissory Notes Four [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 500 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 100,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Twelve Percentage Convertible Promissory Notes Five [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 500 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,000 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 200,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 950,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | 19,000 | |||||||||||||||||||||||
Twelve Percent Convertible Promissory Note [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 40,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 600,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 15 | |||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | 1,000 | |||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 4.00% | 4.00% | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 125,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 2,490,153 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 765,196 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 1, 2017 | |||||||||||||||||||||||
Convertible Notes Payable | $ 1,429,847 | 1,429,847 | ||||||||||||||||||||||
Financing Original Issued Discount Percentage | 12 | |||||||||||||||||||||||
Convertible Debt, Noncurrent | $ 3,920,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 392,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||||||||||||||||||
Financing Original Issued Discount Amount | $ 420,000 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 3,255,350 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 11.50 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 11,474 | 7,556 | ||||||||||||||||||||||
Interest Expense, Debt | 6,016 | |||||||||||||||||||||||
Interest Payable | 0 | 0 | ||||||||||||||||||||||
Deferred Finance Costs, Current, Net | 408,577 | $ 59,000 | ||||||||||||||||||||||
Legal Fees | 128,577 | 5,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Lighthouse Placement Services LLC [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Convertible Notes Payable, Noncurrent | 202,993 | 202,993 | ||||||||||||||||||||||
Interest Expense, Debt | 72,669 | |||||||||||||||||||||||
Interest Paid | 47,230 | |||||||||||||||||||||||
Interest Payable | 25,440 | 25,440 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 7,556 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | Placement Agent [Member] | ||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||
Interest Expense, Debt | 125,440 | |||||||||||||||||||||||
Interest Payable | $ 125,440 | $ 125,440 | ||||||||||||||||||||||
Commission | $ 280,000 | $ 54,000 |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | |
Short-term Debt [Line Items] | |||
Beginning balance - Principal | $ 1,646,442 | ||
Payment | (1,052,014) | $ (1,858,027) | |
Total Promissory notes | 3,109,304 | $ 1,646,442 | |
Current Portion Of Long-term Promissory Notes | 3,834,354 | 3,820,487 | |
Short Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Beginning balance - Principal | 51,598 | $ 0 | 0 |
Payment | (51,598) | (1,653,402) | |
Total Promissory notes | 166,435 | 51,598 | |
Long Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Long-term Promissory Notes | 2,991,013 | 1,594,844 | |
Promissory notes - Staffing (UK) [Member] | |||
Short-term Debt [Line Items] | |||
Beginning balance - Principal | 55,689 | ||
Total Promissory notes | 55,689 | 55,689 | |
Current Portion Of Long-term Promissory Notes | 115,986 | 143,831 | |
Promissory notes - Staffing (UK) [Member] | Long Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Long-term Promissory Notes | 55,689 | 55,689 | |
Promissory note - PeopleSERVE [Member] | |||
Short-term Debt [Line Items] | |||
Beginning balance - Principal | 789,155 | ||
Total Promissory notes | 789,155 | 789,155 | |
Current Portion Of Long-term Promissory Notes | 394,578 | 789,156 | |
Promissory note - PeopleSERVE [Member] | Long Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Long-term Promissory Notes | 789,155 | 789,155 | |
Promissory notes - JM Group [Member] | Long Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Long-term Promissory Notes | 770,300 | 0 | |
Promissory notes - Midcap Financial Trust Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Beginning balance - Principal | 750,000 | ||
Total Promissory notes | 750,000 | 750,000 | |
Current Portion Of Long-term Promissory Notes | 1,812,500 | 2,187,500 | |
Promissory notes - Midcap Financial Trust Term Loan [Member] | Long Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Long-term Promissory Notes | 750,000 | 750,000 | |
Promissory Note - ABN Amro Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Beginning balance - Principal | 0 | ||
Total Promissory notes | 577,725 | 0 | |
Current Portion Of Long-term Promissory Notes | 577,725 | 0 | |
Promissory Note - ABN Amro Term Loan [Member] | Long Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Long-term Promissory Notes | 577,725 | 0 | |
Promissory Note - Sterling National Bank [Member] | Short Term Promissory Notes [Member] | |||
Short-term Debt [Line Items] | |||
Current Portion Of Short-term Promissory Notes | $ 166,435 | $ 1,705,000 |
PROMISSORY NOTES (Details 1)
PROMISSORY NOTES (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2015 | May. 31, 2015 | |
Debt Instrument [Line Items] | ||
Less current portion | $ (3,109,304) | $ (1,646,442) |
Total Promissory Notes - Long-term | 3,834,354 | 3,820,487 |
Staffing UK [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 199,520 | 3,616,874 |
Payment | (27,845) | (361,324) |
Conversions | 0 | (3,056,030) |
Ending balance | 171,675 | 199,520 |
Less current portion | (55,689) | (55,689) |
Total Promissory Notes - Long-term | 115,986 | 143,831 |
PeopleSERVE [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 1,578,311 | 2,367,466 |
Payment | (394,578) | (789,155) |
Ending balance | 1,183,733 | 1,578,311 |
Less current portion | (789,155) | (789,155) |
Total Promissory Notes - Long-term | 394,578 | 789,156 |
Promissory note Midcap Financial Trust Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 2,937,500 | 0 |
Proceeds | 0 | 3,000,000 |
Payment | (375,000) | (62,500) |
Ending balance | 2,562,500 | 2,937,500 |
Less current portion | (750,000) | (750,000) |
Total Promissory Notes - Long-term | 1,812,500 | 2,187,500 |
Promissory Note Midcap Financial Trust Additional Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 700,000 | 0 |
Proceeds | 50,000 | 700,000 |
Payment | 0 | 0 |
Ending balance | 750,000 | 700,000 |
Less current portion | 0 | 0 |
Total Promissory Notes - Long-term | 750,000 | 700,000 |
Promissory note - Sterling National Bank [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 0 | 0 |
Proceeds | 350,000 | 0 |
Payment | 0 | |
Ending balance | 350,000 | 0 |
Less current portion | (166,435) | 0 |
Total Promissory Notes - Long-term | 183,565 | 0 |
Promissory Note - ABN Amro Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 0 | 0 |
Proceeds | 1,155,450 | 0 |
Payment | 0 | 0 |
Ending balance | 1,155,450 | 0 |
Less current portion | (577,725) | 0 |
Total Promissory Notes - Long-term | $ 577,725 | $ 0 |
PROMISSORY NOTES (Details 2)
PROMISSORY NOTES (Details 2) | Nov. 30, 2015USD ($) | Nov. 05, 2015USD ($) | Nov. 05, 2015EUR (€) | May. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||
2,016 | $ 55,689 | $ 27,844 | ||
2,017 | 115,986 | 143,831 | ||
Total | 171,675 | 171,675 | ||
Promissory note - PeopleSERVE [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | 789,155 | 394,578 | ||
2,017 | 394,578 | 789,155 | ||
Total | 1,183,733 | 1,183,733 | ||
Promissory note Midcap Financial Trust Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | 750,000 | 375,000 | ||
2,017 | 750,000 | 750,000 | ||
2,018 | 750,000 | 750,000 | ||
2,019 | 312,500 | 687,500 | ||
Total | 2,562,500 | 2,562,500 | ||
Promissory Note Midcap Financial Trust Additional Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | 0 | 0 | ||
2,017 | 0 | 0 | ||
2,018 | 0 | 0 | ||
2,019 | 750,000 | 750,000 | ||
Total | 750,000 | 750,000 | ||
Promissory note - Sterling National Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | 167,878 | 79,412 | ||
2,017 | 182,122 | 185,197 | ||
2,018 | 0 | 85,391 | ||
Total | 350,000 | 350,000 | ||
Promissory Note - ABN Amro Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
2,016 | 577,725 | 288,863 | ||
2,017 | 577,725 | 577,725 | ||
2,018 | 0 | 288,862 | ||
Total | $ 1,155,450 | $ 1,155,450 | € 750,000 | $ 1,155,450 |
PROMISSORY NOTES (Details Textu
PROMISSORY NOTES (Details Textual) | Nov. 05, 2015USD ($) | Jul. 08, 2015$ / sharesshares | May. 12, 2015shares | May. 11, 2015shares | Jan. 03, 2015shares | Dec. 10, 2014USD ($)shares | Nov. 13, 2014shares | Nov. 30, 2015USD ($)$ / sharesshares | Jul. 24, 2015USD ($) | Jan. 31, 2015shares | Dec. 16, 2014USD ($) | Nov. 30, 2014USD ($)$ / sharesshares | Sep. 15, 2014USD ($)shares | Sep. 02, 2014USD ($)shares | Aug. 31, 2014USD ($)shares | Jul. 31, 2014USD ($)shares | Jun. 30, 2014USD ($)shares | Nov. 30, 2015USD ($)$ / sharesshares | Aug. 31, 2015USD ($)$ / sharesshares | Nov. 30, 2014USD ($)$ / shares | Nov. 30, 2015USD ($)$ / sharesshares | Nov. 30, 2014USD ($)$ / shares | May. 31, 2015USD ($)$ / sharesshares | Nov. 05, 2015EUR (€) | Feb. 05, 2015USD ($) | Jan. 01, 2015$ / shares | Jul. 16, 2014USD ($) | May. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,056,030 | $ 3,056,030 | $ 3,056,030 | $ 3,056,030 | ||||||||||||||||||||||||
Repayments of Notes Payable | 1,052,014 | $ 1,858,027 | ||||||||||||||||||||||||||
Interest Paid | 859,144 | 102,958 | ||||||||||||||||||||||||||
Long-term Debt | $ 171,675 | $ 171,675 | $ 171,675 | $ 171,675 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 122,507 | 6,795 | 206,538 | 335,839 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 134,758 | 227,192 | 369,423 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,460 | |||||||||||||||||||||||||||
Repayments of Debt | $ 1,024,000 | |||||||||||||||||||||||||||
Share Price | $ / shares | $ 10 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | $ 12.50 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 369,423 | 369,423 | 369,423 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 242,606 | $ 236,423 | $ 504,768 | 1,026,798 | ||||||||||||||||||||||||
Notes Payable, Noncurrent, Total | $ 3,834,354 | $ 3,834,354 | $ 3,834,354 | $ 3,820,487 | ||||||||||||||||||||||||
MidCap Warrant [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 12,000 | 12,000 | 12,000 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 522,386 | 1,073,851 | ||||||||||||||||||||||||||
Long-term Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest Payable, Current | $ 847 | $ 847 | $ 847 | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,216,614 | |||||||||||||||||||||||||||
Long-term Debt, Gross | 1,183,733 | 1,183,733 | 1,183,733 | |||||||||||||||||||||||||
Interest Expense, Debt | 5,515 | |||||||||||||||||||||||||||
Repayments of Other Debt | $ 5,685 | |||||||||||||||||||||||||||
S360 Credit Agreement [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||
Promissory note - Sterling National Bank [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Oct. 24, 2017 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 350,000 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||||||||||||||||
Interest Expense, Debt | 22,050 | 0 | ||||||||||||||||||||||||||
Repayments of Other Debt | 18,260 | |||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 3,790 | $ 0 | ||||||||||||||||||||||||||
Robert Mayer [Member] | Long-term Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||||||
Robert Mayer [Member] | Short-term Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 125,000 | |||||||||||||||||||||||||||
Matt Briand [Member] | Long-term Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 929,287 | $ 929,287 | $ 929,287 | |||||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | shares | 102,123 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 91,943 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||
Warrants To Purchase Of Common Stock | shares | 112,336 | |||||||||||||||||||||||||||
Warrant Exercise Price | $ / shares | $ 12.50 | |||||||||||||||||||||||||||
Matt Briand [Member] | Long-term Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | shares | 102,123 | |||||||||||||||||||||||||||
Mr.Flood [Member] | Long-term Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,720,733 | $ 1,720,733 | $ 1,720,733 | |||||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | shares | 189,099 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 170,248 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||
Warrants To Purchase Of Common Stock | shares | 208,008 | |||||||||||||||||||||||||||
Warrant Exercise Price | $ / shares | $ 12.50 | |||||||||||||||||||||||||||
Term Of Warrant | 10 years | |||||||||||||||||||||||||||
Eleven Initio Promissory Note Holders [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,795 | 122,507 | 206,538 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 7,474 | 134,758 | 227,192 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 335,840 | |||||||||||||||||||||||||||
Debt Conversion Interest Amount | $ 302,361 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,056,030 | |||||||||||||||||||||||||||
Share Price | $ / shares | $ 10 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 12.50 | |||||||||||||||||||||||||||
Term Of Warrant | 10 years | |||||||||||||||||||||||||||
Eleven Initio Promissory Note Holders [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 335,840 | 335,840 | ||||||||||||||||||||||||||
Share Price | $ / shares | $ 10 | $ 10 | $ 10 | $ 150,000 | ||||||||||||||||||||||||
Twelve Initio Promissory Note Holders [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 369,423 | |||||||||||||||||||||||||||
June 30, 2014 [Member] | Long-term Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 500 | |||||||||||||||||||||||||||
July 29, 2014 [Member] | Long-term Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 700 | |||||||||||||||||||||||||||
Short Term Promissory Notes [Member] | Robert Mayer [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 125,000 | ||||||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | shares | 250 | 750 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,450 | |||||||||||||||||||||||||||
Short Term Promissory Notes [Member] | Barry Cervantes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | shares | 1,500 | |||||||||||||||||||||||||||
Short Term Promissory Notes [Member] | Matt Briand [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 89,706 | |||||||||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | $ 280,000 | $ 100,000 | $ 100,000 | $ 204,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 12.00% | 8.00% | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,787 | 1,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,000 | |||||||||||||||||||||||||||
Interest Expense, Debt | 6,016 | |||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 0 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,762 | 35,512 | $ 75,630 | |||||||||||||||||||||||||
Promissory Notes [Member] | Promissory note - Sterling National Bank [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Dec. 16, 2014 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | $ 625,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | ||||||||||||||||||||||||||
Interest Paid | $ 7,277 | |||||||||||||||||||||||||||
Long-term Debt, Gross | 51,598 | |||||||||||||||||||||||||||
Repayments of Debt | 198,402 | |||||||||||||||||||||||||||
Promissory Notes [Member] | Robert Mayer [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | shares | 750 | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,000 | |||||||||||||||||||||||||||
Promissory Notes [Member] | Trilogy apital PartnersInc [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||||||||||||
Promissory Notes [Member] | Barry Cervantes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||||
JM Group Promissory Note | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 770,300 | $ 770,300 | $ 770,300 | € 500,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | |||||||||||||||||||||||||
Interest Expense, Debt | $ 3,633 | |||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 3,633 | |||||||||||||||||||||||||||
Notes Payable, Noncurrent, Total | $ 770,300 | $ 770,300 | $ 770,300 | |||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||||||||||||
Long-term Debt | $ 3,920,000 | $ 3,920,000 | $ 3,920,000 | 3,920,000 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 125,000 | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 392,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | |||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 765,196 | |||||||||||||||||||||||||||
Promissory note - PeopleSERVE | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,367,466 | $ 2,367,466 | $ 2,367,466 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | |||||||||||||||||||||||||
Long-term Debt | $ 1,183,733 | $ 1,183,733 | $ 1,183,733 | 1,183,733 | ||||||||||||||||||||||||
Interest Expense, Long-term Debt | 41,706 | $ 65,273 | ||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 165,539 | 123,833 | ||||||||||||||||||||||||||
Notes Payable, Noncurrent, Total | 394,578 | 394,578 | 394,578 | 789,156 | ||||||||||||||||||||||||
Staffing 360 UK [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,964,949 | $ 3,964,949 | $ 3,964,949 | 3,964,949 | ||||||||||||||||||||||||
Staffing 360 UK [Member] | Eleven Initio Promissory Note Holders [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 7,474 | |||||||||||||||||||||||||||
Staffing 360 UK [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 3,964,949 | 3,964,949 | 3,964,949 | |||||||||||||||||||||||||
Repayments of Notes Payable | 737,223 | |||||||||||||||||||||||||||
Long-term Debt | 27,855 | 27,855 | 27,855 | 360,824 | $ 348,066 | |||||||||||||||||||||||
Staffing 360 UK [Member] | Promissory Notes [Member] | Brendan Flood [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 2,064,880 | 2,064,880 | 2,064,880 | |||||||||||||||||||||||||
Repayments of Notes Payable | 378,561 | |||||||||||||||||||||||||||
Interest Paid | 98,290 | |||||||||||||||||||||||||||
Staffing 360 UK [Member] | Promissory Notes [Member] | Matt Briand [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,115,144 | $ 1,115,144 | $ 1,115,144 | |||||||||||||||||||||||||
Repayments of Notes Payable | 204,443 | |||||||||||||||||||||||||||
Interest Paid | $ 52,987 | |||||||||||||||||||||||||||
Promissory Note Midcap Financial Trust Additional Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt | 750,000 | 750,000 | 750,000 | 750,000 | ||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 18,667 | |||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 3,229 | 3,014 | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,350,000 | 1,350,000 | $ 1,350,000 | |||||||||||||||||||||||||
Notes Payable, Noncurrent, Total | $ 750,000 | $ 750,000 | $ 750,000 | 700,000 | ||||||||||||||||||||||||
Promissory note Midcap Financial Trust Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | 9.00% | |||||||||||||||||||||||||
Long-term Debt | $ 2,562,500 | $ 2,562,500 | $ 2,562,500 | 2,562,500 | ||||||||||||||||||||||||
Interest Expense, Long-term Debt | 138,316 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 375,500 | 250,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 142,153 | 92,639 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | April 8, 2019 | |||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 20,642 | |||||||||||||||||||||||||||
Loans Payable | 3,000,000 | 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||||||||||||||
Notes Payable, Noncurrent, Total | 1,812,500 | 1,812,500 | $ 1,812,500 | 2,187,500 | ||||||||||||||||||||||||
Promissory Note - ABN Amro Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | ||||||||||||||||||||||||||
Long-term Debt | $ 1,155,450 | 1,155,450 | 1,155,450 | 1,155,450 | 1,155,450 | € 750,000 | ||||||||||||||||||||||
Interest Expense, Long-term Debt | 2,850 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 0 | |||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 2,850 | 0 | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||||||||||||||||
Notes Payable, Noncurrent, Total | $ 577,725 | $ 577,725 | $ 577,725 | $ 0 |
BONDS - SERIES A (Details)
BONDS - SERIES A (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 29, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | May. 31, 2014 | |
Proceeds | $ 0 | $ 2,041,500 | |||
Conversions | (1,980,475) | (667,941) | |||
Series A Convertible Bonds [Member] | |||||
Beginning Balance - Principal | 175,000 | $ 2,998,500 | $ 2,998,500 | ||
Proceeds | 0 | 1,060,000 | $ 2,998,500 | ||
Payments | 0 | (355,000) | |||
Debt discount for restricted stock and beneficial conversion - net of accumulated amortization of $2,545,445 and $2,545,445, respectively | 0 | 0 | |||
Conversions | $ (503,342) | 0 | (3,528,500) | (1,379,997) | |
Net balance | $ 175,000 | $ 175,000 | $ 2,998,500 |
BONDS - SERIES A (Details Textu
BONDS - SERIES A (Details Textual) - USD ($) | Nov. 10, 2015 | May. 11, 2015 | Nov. 13, 2014 | Oct. 15, 2014 | Sep. 10, 2014 | Jan. 31, 2015 | Nov. 30, 2014 | Jul. 29, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | May. 31, 2014 | Aug. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||||
Shares to be received by bond purchasers | 10,600 | 29,985 | |||||||||||||
Debt discount | $ 66,420 | $ 66,420 | |||||||||||||
Amortization of debt discount | 242,606 | $ 236,423 | 504,768 | $ 1,026,798 | |||||||||||
Beneficial conversion feature | 1,980,475 | 667,941 | |||||||||||||
Debt Instrument, Modification Expense | $ 951,184 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 0 | 600,000 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 122,507 | 6,795 | 206,538 | 335,839 | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 134,758 | 227,192 | 369,423 | ||||||||||||
Debt Instrument, Face Amount | 3,056,030 | $ 3,056,030 | $ 3,056,030 | ||||||||||||
Accrued interest | 165,539 | 165,539 | $ 123,832 | ||||||||||||
Proceeds from Convertible Debt | 4,279,000 | 100,000 | |||||||||||||
Proceeds From Sale Of Convertible Bonds | 0 | $ 2,041,500 | |||||||||||||
Other Restructuring [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense - bonds | $ 23,698 | ||||||||||||||
Series A Convertible Bonds [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 12.00% | ||||||||||||||
Conversion price | $ 20 | $ 15 | |||||||||||||
Shares to be received by bond purchasers | 500 | 500 | |||||||||||||
Investment amount by bond purchasers | $ 50,000 | $ 50,000 | |||||||||||||
Debt discount | 174,142 | 488,176 | |||||||||||||
Amortization of debt discount | 2,176,325 | ||||||||||||||
Beneficial conversion feature | 503,342 | 0 | 3,528,500 | 1,379,997 | |||||||||||
Remaining debt discount and beneficial conversion feature | 2,545,445 | 2,545,445 | 2,545,445 | 369,334 | |||||||||||
Bonds - Series A, net | 1,499,660 | ||||||||||||||
Interest expense - bonds | 10,529 | ||||||||||||||
Debt Instrument, Modification Expense | $ 1,976,775 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,058,500 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 370,969 | 40,585 | |||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 185,486 | ||||||||||||||
Debt Instrument, Face Amount | $ 3,528,500 | 2,998,500 | |||||||||||||
Accrued interest | 181,155 | 0 | 0 | ||||||||||||
Debt Instrument, Description | (i) a fee in cash up to an amount equal to ten percent (10%) of the aggregate gross proceeds, (ii) a non-accountable expense allowance of up to two percent (2%) of the aggregate gross proceeds, and (iii) common stock shares equal to ten percent (10%) of the aggregate number of common stock shares issued. | ||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The favorable conversion terms offered a discount from the original terms of $15.00 per common stock share with no warrants to conversion at $10.00 per common stock share and one (1) warrant exercisable until October 15, 2017 at $20.00 per common stock share for every $2.00 of principal and interest converted. | ||||||||||||||
Proceeds from Convertible Debt | $ 1,060,000 | ||||||||||||||
Proceeds From Sale Of Convertible Bonds | 0 | $ 1,060,000 | $ 2,998,500 | ||||||||||||
Debt Instrument, Periodic Payment, Interest | 29,285 | ||||||||||||||
Prepaid Interest | $ 863 | $ 863 | |||||||||||||
Series A Convertible Bonds [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion price | $ 20 | ||||||||||||||
Series A Convertible Bonds [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Conversion price | $ 10 | ||||||||||||||
Series A Convertible Bonds [Member] | Ten Bond Holders [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | 530,000 | ||||||||||||||
Accrued interest | $ 26,765 | ||||||||||||||
Series A Convertible Bonds [Member] | Eight Bond Holders [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maturity date | Apr. 15, 2015 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 62,725 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,513 | ||||||||||||||
Debt Instrument, Face Amount | $ 430,000 | ||||||||||||||
Series A Convertible Bonds [Member] | Two Bond Holders [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Accrued interest | 7,430 | ||||||||||||||
Repayments of Long-term Debt | $ 100,000 | ||||||||||||||
Series A Convertible Bonds [Member] | Three Bond Holders [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maturity date | Apr. 15, 2016 | Oct. 15, 2015 | |||||||||||||
Debt discount | $ 0 | ||||||||||||||
Bonds - Series A, net | 175,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 23,975 | $ 47,978 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,375 | 7,382 | |||||||||||||
Debt Instrument, Face Amount | $ 175,000 | ||||||||||||||
Accrued interest | 16,110 | ||||||||||||||
Series A Convertible Bonds [Member] | Seven Bond Holders [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Accrued interest | 285,722 | ||||||||||||||
Repayments of Long-term Debt | $ 255,000 | ||||||||||||||
Series A Convertible Bonds [Member] | Private Placement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock Issued During Period, Value, Other | $ 487,020 | ||||||||||||||
Stock Issued During Period, Shares, Other | 1,210 |
BONDS - SERIES B (Details)
BONDS - SERIES B (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | |
Proceeds | $ 0 | $ 2,041,500 | |
Repayment of bonds | (100,000) | 0 | |
Series B Convertible Bonds [Member] | |||
Beginning Balance - Principal | 981,500 | $ 0 | $ 0 |
Proceeds | 0 | 981,500 | |
Repayment of bonds | (100,000) | 0 | |
Debt discount for restricted stock and beneficial conversion - net of accumulated amortization of $223,894 and $153,793, respectively | 0 | (70,101) | |
Net balance | $ 881,500 | $ 911,399 |
BONDS - SERIES B (Details Textu
BONDS - SERIES B (Details Textual) - USD ($) | Jul. 08, 2015 | Nov. 13, 2014 | Nov. 30, 2015 | Oct. 30, 2015 | Aug. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Nov. 24, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Dec. 15, 2015 | Jun. 23, 2015 | May. 31, 2015 | Jul. 29, 2014 | May. 31, 2014 |
Debt Instrument, Face Amount | $ 3,056,030 | $ 3,056,030 | $ 3,056,030 | $ 3,056,030 | |||||||||||||
Shares Issuable Contingent On Investment | 10,600 | 29,985 | |||||||||||||||
Debt Instrument, Unamortized Discount | 66,420 | 66,420 | 66,420 | ||||||||||||||
Amortization of Debt Discount (Premium) | 242,606 | $ 236,423 | 504,768 | $ 1,026,798 | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 1,980,475 | 667,941 | |||||||||||||||
Amortization Of Beneficial Conversion Feature | 193,345 | 598,269 | 366,040 | 2,346,705 | |||||||||||||
Accrued interest | 165,539 | 165,539 | 165,539 | $ 123,832 | |||||||||||||
Other Restructuring Costs | 5,215 | $ 3,082,447 | 10,429 | 3,082,447 | |||||||||||||
Interest Paid | 859,144 | $ 102,958 | |||||||||||||||
Repayments of Debt | 1,024,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,460 | ||||||||||||||||
Series B Convertible Bonds [Member] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 981,500 | $ 100,000 | $ 100,000 | |||||||||||||
Shares Issuable Contingent On Investment | 500 | 1,000 | 500 | 500 | |||||||||||||
Shares Issuable Investment Threshold | $ 50,000 | $ 100,000 | $ 50,000 | $ 50,000 | |||||||||||||
Stock Issued During Period Shares Issued In Connection With Financings | 9,815 | 9,815 | |||||||||||||||
Debt Instrument, Unamortized Discount | 123,505 | 123,505 | $ 123,505 | ||||||||||||||
Amortization of Debt Discount (Premium) | 84,263 | ||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 100,389 | ||||||||||||||||
Amortization Of Beneficial Conversion Feature | 69,530 | ||||||||||||||||
Short-term Debt | 881,500 | 881,500 | 881,500 | 981,500 | $ 0 | ||||||||||||
Debt Instrument Remaining Discount | 881,500 | 881,500 | 881,500 | ||||||||||||||
Interest Expense, Debt | 62,235 | ||||||||||||||||
Accrued interest | 9,125 | $ 756 | 9,125 | $ 9,125 | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (i) the interest rate on the Series B Bond shall automatically increase to eighteen percent (18%); and (ii) with a 30-day written notice to the Company of an Event of Default, the holder may convert a portion of the Series B Bond into common stock up to a principal amount equal to eight percent (8%) of the original principal amount (plus any accrued and unpaid interest outstanding on the debenture) at a conversion price per share equal to seventy-five percent (75%) of the average of the 20 VWAPs of the common stock immediately prior to the applicable default conversion date until the earlier of: (A) the Event of Default is cured to the satisfaction of the holder; or (B) the Series B Bond is repaid in full; or (C) the Series B Bond is converted in full. The holder shall have the right to submit additional default conversion notices until the debenture is no longer outstanding, provided that the holder may not submit more than one such notice per 30-day period. In the event the Company fails to deliver the common stock shares within five (5) days of receiving the default conversion notice, the Company may be subject to additional cash penalty payments to the Series B Bond holders. | (i) in the event the Companys common stock shares are trading at $26.70 or higher based on a 10-Day VWAP immediately prior to the Maturity Date, then the repayment conversion price shall be set at $20.00 per share, or (ii) in the event the Companys common stock shares are trading below $26.70 based on a 10-Day VWAP, then the repayment conversion price shall be set at a twenty-five percent (25%) discount to the 10-Day VWAP calculated immediately prior to the Maturity Date, provided however, that in no event will the repayment conversion price be less than $15.00. | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 20 | $ 20 | |||||||||||||||
Debt Instrument, Placement Agent Terms | As part of the Series B Bond offering, the placement agent was entitled to: (i) a fee in cash of $88,335, nine percent (9%) of the aggregate gross proceeds raised, plus reimbursement of certain expense, (ii) 589 common stock shares equal to six percent (6%) of the Equity Consideration issued, and (iii) a three (3) year warrant, exercisable at $20.00 per share, to purchase 2,945 common stock shares with such exercise price subject to certain adjustments | ||||||||||||||||
Other Restructuring Costs | $ 154,489 | 40,216 | |||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 223,894 | 223,894 | $ 223,894 | $ 153,793 | |||||||||||||
Interest Paid | 43,430 | $ 29,364 | $ 29,042 | $ 25,207 | |||||||||||||
Repayments of Debt | $ 25,000 | ||||||||||||||||
Series B Convertible Bonds [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 0 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||||||||||
Series B Convertible Bonds [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 12 | ||||||||||||||||
Series B Convertible Bonds [Member] | Private Placement Agent [Member] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,630 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 48,149 | ||||||||||||||||
Series B Convertible Bonds [Member] | Amendment One [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | ||||||||||||||||
Shares Issuable Contingent On Investment | 2,500 | ||||||||||||||||
Shares Issuable Investment Threshold | $ 100,000 | ||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2016 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||||||||||
Series B Convertible Bonds [Member] | Amendment Two A [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ 426,500 | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | ||||||||||||||||
Debt Instrument, Payment Terms | the Company shall make payments on the principal amount of the Series B Bonds in six (6) equal tranches, every month, beginning on December 15, 2015 and (ii) the Company shall pay all accrued interest on the Series B Bonds by December 11, 2015 | ||||||||||||||||
Series B Convertible Bonds [Member] | Amendment Two A [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ||||||||||||||||
Series B Convertible Bonds [Member] | Amendment Two A [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 12 | ||||||||||||||||
Series B Convertible Bonds [Member] | Amendment Three A [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||
Accrued interest | $ 2,876 | ||||||||||||||||
Debt Instrument, Maturity Date | Nov. 6, 2015 | ||||||||||||||||
Repayments of Debt | $ 75,000 | ||||||||||||||||
Series B Convertible Bonds [Member] | Amendment Three B [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2015 | ||||||||||||||||
Series B Convertible Bonds [Member] | Subsequent Event [Member] | |||||||||||||||||
Prepaid Interest | $ 3,155 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,255,350 | ||||||||||||||||
Interest Expense, Debt | 6,016 | ||||||||||||||||
Accrued interest | $ 0 | $ 0 | $ 0 | ||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (i) in the event the Companys common stock shares are trading at $26.70 or higher based on a 10-Day VWAP immediately prior to the Maturity Date, then the repayment price shall be set at $20.00 per share, or (ii) in the event the Companys common stock shares are trading below $26.70 based on a 10-Day VWAP, then the repayment price shall be set at a twenty-five percent (25%) discount to the 10-Day VWAP calculated immediately prior to the Maturity Date, provided however, that in no event will the repayment conversion price be less than $12.00. | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 6 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Oct. 30, 2015 | Feb. 15, 2013 | |
Related Party Transaction [Line Items] | ||||
Consulting Agreement, Cash Compensation Payable | $ 50,000 | $ 300,000 | ||
Trilogy Capital Partners, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Related Parties | 0 | $ 25,000 | ||
Accounts Payable, Related Parties, Noncurrent | $ 50,000 | |||
Stock Issued During Period, Shares, Issued for Services | 2,500 | |||
Consulting Agreement, Cash Compensation Payable | $ 300,000 | |||
Consulting Agreement Common Stock To Be Issued As Compensation Shares | 25,000 | |||
Grandview Capital Partners, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Related Parties | $ 0 | 40,000 | ||
Accounts Payable, Related Parties, Noncurrent | 0 | |||
Dimitri Villard [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Related Parties | 15,000 | 15,000 | ||
Professional and Contract Services Expense | 10,000 | $ 10,000 | ||
Accounts Payable, Related Parties, Noncurrent | $ 0 | |||
Bonus Shares | 3,000 | |||
Bonus Shares Value | $ 149,997 | |||
Dimitri Villard [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 3,000 | 2,999 | ||
Stock Issued During Period, Value, Issued for Services | $ 18,600 | $ 45,691 | ||
Robert Mayer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Related Parties | 0 | $ 15,000 | ||
Accounts Payable, Related Parties, Noncurrent | $ 0 | |||
Robert Mayer [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 0 | 24,996 | ||
Stock Issued During Period, Value, Issued for Services | $ 38,078 | |||
Jeff Grout [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Related Parties | $ 15,000 | 15,000 | ||
Professional and Contract Services Expense | 10,000 | $ 10,000 | ||
Accounts Payable, Related Parties, Noncurrent | $ 0 | |||
Bonus Shares | 3,000 | |||
Bonus Shares Value | $ 149,997 | |||
Jeff Grout [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 3,000 | 24,996 | ||
Stock Issued During Period, Value, Issued for Services | $ 18,600 | $ 38,078 | ||
Nick Florio [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting Fees Related Parties | 15,000 | 15,000 | ||
Professional and Contract Services Expense | 10,000 | $ 10,000 | ||
Accounts Payable, Related Parties, Noncurrent | $ 0 | |||
Bonus Shares | 3,000 | |||
Bonus Shares Value | $ 149,997 | |||
Nick Florio [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 2,500 | 75,829 | ||
Stock Issued During Period, Value, Issued for Services | $ 15,500 | $ 102,202 |
ACCOUNTS RECEIVABLE FINANCING (
ACCOUNTS RECEIVABLE FINANCING (Details Textual) | Nov. 05, 2015GBP (£) | Apr. 08, 2015USD ($) | Jul. 25, 2014USD ($) | Feb. 28, 2014 | Nov. 30, 2015USD ($) | Nov. 30, 2015GBP (£) | May. 31, 2014 | Nov. 30, 2015GBP (£) | May. 31, 2015USD ($) | May. 31, 2015GBP (£) | Nov. 01, 2012USD ($) |
Accounts Receivable Financing [Line Items] | |||||||||||
Other Short-term Borrowings | $ 14,788,001 | $ 13,015,618 | |||||||||
Wells Fargo Credit Facility [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Line of Credit Facility Termination Fee | $ 100,000 | ||||||||||
Line of Credit Facility, Interest Rate During Period | 5.15% | ||||||||||
Line of Credit, Current | $ 0 | ||||||||||
Staffing 360 UK [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 1,250,000 | ||||||||||
Line of Credit Facility, Increase (Decrease), Net, Total | £ | £ 3,500,000 | ||||||||||
MidCap Financial Trust [Member] | PeopleSERVE PRS, Inc [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||||||
MidCap Financial Trust [Member] | Revolving Credit Facility [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 47,000,000 | ||||||||||
Long-term Line of Credit | $ 22,000,000 | ||||||||||
Line of Credit Facility, Interest Rate Description | (4.0%) plus LIBOR, with a LIBOR floor of one percent (1.0%) per annum | ||||||||||
Line of Credit Facility, Frequency of Payment and Payment Terms | The Company may prepay all or any portion of the balance at any time subject to a prepayment premium of: (i) two percent (2.0%) if prepaid in the first year of the Loan; and (ii) one percent (1.0%) if prepaid thereafter. | ||||||||||
Line of Credit Facility, Expiration Period | 4 years | ||||||||||
MidCap Financial Trust [Member] | Revolving Credit Facility [Member] | PeopleSERVE PRS, Inc [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Long-term Line of Credit | $ 3,000,000 | ||||||||||
Line of Credit Facility, Interest Rate Description | (4.0%) plus LIBOR, with a LIBOR floor of one percent (1.0%) per annum | facility will bear interest at a rate equal to three percent (3.0%) above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default. | facility will bear interest at a rate equal to three percent (3.0%) above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default. | ||||||||
Line of Credit Facility, Frequency of Payment and Payment Terms | The Company may prepay all or any portion of the balance at any time subject to a prepayment premium of: (i) two percent (2.0%) if prepaid in the first year of the Loan; and (ii) one percent (1.0%) if prepaid thereafter. | ||||||||||
Accounts Receivable Financing [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Factoring Arrangement Advance Percentage Eligible Receivable | 90.00% | 90.00% | |||||||||
Debt Instrument Interest Rate Per Day Stated Percentage | 0.025% | 0.025% | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||||||||
Debt Instrument Closing Fee | $ 500 | ||||||||||
Line of Credit, Current | $ 3,000,000 | ||||||||||
Accounts Receivable Financing [Member] | Staffing 360 UK [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Factoring Arrangement Advance Percentage Eligible Receivable | 90.00% | 90.00% | 90.00% | ||||||||
Factoring Arrangement Advance Percentage Eligible Receivable Temporary Placements | 75.00% | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | £ | £ 1,250,000 | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2.50% | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.50% | 3.90% | 3.90% | ||||||||
Line Of Credit Facility Interest Bearing Borrowing Threshold | £ | £ 750,000 | £ 200,000 | |||||||||
Line of Credit Facility, Current Borrowing Capacity | £ | £ 25,000 | ||||||||||
Line of Credit Facility, Periodic Payment | £ | £ 8,333 | ||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.00% | 3.50% | 3.50% | ||||||||
Accounts Receivable Financing [Member] | Staffing 360 UK [Member] | Base Rate [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 0.50% | 0.50% | |||||||||
Credit and Security Agreement [Member] | |||||||||||
Accounts Receivable Financing [Line Items] | |||||||||||
Line of Credit Facility, Initiation Date | Nov. 1, 2012 | Nov. 1, 2012 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 14,000,000 | $ 14,000,000 | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | 5.00% | |||||||||
Line Of Credit Facility Interest Bearing Borrowing Threshold | $ 5,000,000 | ||||||||||
Line of Credit Facility, Expiration Date | Oct. 31, 2015 | Oct. 31, 2015 | |||||||||
Line of Credit Facility, Increase (Decrease), Net, Total | $ 15,000,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Jul. 08, 2015 | Nov. 30, 2015 | May. 31, 2015 |
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 10,460 | ||
Shares issued to consultants [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 42,746 | 23,250 | |
Fair Value at Issuance | $ 242,830 | $ 215,000 | |
Shares issued to consultants [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 4.30 | $ 6.20 | |
Shares issued to consultants [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 8.20 | $ 19.20 | |
Shares issued for conversion of convertible notes payable [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 125,000 | 40,000 | |
Fair Value at Issuance | $ 507,146 | $ 600,000 | |
Fair Value at Issuance (per share) | $ 4.10 | $ 15 | |
Shares issued in connection with accrued interest on convertible notes [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 791 | ||
Fair Value at Issuance | $ 11,868 | ||
Fair Value at Issuance (per share) | $ 15 | ||
Shares issued in connection with convertible notes [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 8,450 | ||
Fair Value at Issuance | $ 123,345 | ||
Fair Value at Issuance (per share) | $ 6.90 | ||
Shares issued in connection with amendment of convertible notes [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 2,604 | ||
Fair Value at Issuance | $ 16,923 | ||
Fair Value at Issuance (per share) | $ 6.50 | ||
Shares issued in connection with Series A convertible bonds [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 10,600 | ||
Fair Value at Issuance | $ 174,142 | ||
Fair Value at Issuance (per share) | $ 6.10 | ||
Shares issued in connection with amendment of Series A convertible bonds [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 9,290 | ||
Fair Value at Issuance | $ 93,781 | ||
Shares issued in connection with amendment of Series A convertible bonds [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 6.50 | ||
Shares issued in connection with amendment of Series A convertible bonds [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 13.90 | ||
Shares issued in connection with Series B convertible bonds [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 9,815 | ||
Fair Value at Issuance | $ 123,505 | ||
Fair Value at Issuance (per share) | $ 12.60 | ||
Shares issued to board and committees members [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 98,500 | 30,250 | |
Fair Value at Issuance | $ 502,687 | $ 283,530 | |
Shares issued to board and committees members [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 4.399 | $ 3 | |
Shares issued to board and committees members [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 8 | $ 19.50 | |
Shares issued as interest on debt [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 43,375 | ||
Fair Value at Issuance | $ 309,240 | ||
Shares issued as interest on debt [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 2.80 | ||
Shares issued as interest on debt [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 18.50 | ||
Shares issued to private placement agent [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 9,630 | 1,651 | |
Fair Value at Issuance | $ 48,149 | $ 27,832 | |
Shares issued to private placement agent [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 4.9999 | $ 8.50 | |
Shares issued to private placement agent [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 5 | $ 19.50 | |
Shares issued in connection with conversion of accounts payable [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 23,662 | ||
Fair Value at Issuance | $ 215,674 | ||
Shares issued in connection with conversion of accounts payable [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 8.40 | ||
Shares issued in connection with conversion of accounts payable [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 17.30 | ||
Shares issued in connection with conversion of Initio promissory notes [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 305,603 | ||
Fair Value at Issuance | $ 2,290,210 | ||
Shares issued in connection with conversion of Initio promissory notes [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 6.50 | ||
Shares issued in connection with conversion of Initio promissory notes [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 7.501 | ||
Shares issued in connection with conversion of accrued interest and interest expense associated with Initio promissory notes [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 30,236 | ||
Fair Value at Issuance | $ 226,189 | ||
Shares issued in connection with conversion of accrued interest and interest expense associated with Initio promissory notes [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 6.50 | ||
Shares issued in connection with conversion of accrued interest and interest expense associated with Initio promissory notes [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 7.501 | ||
Shares issued for conversion of Series A bonds [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 370,969 | ||
Fair Value at Issuance | $ 3,709,655 | ||
Fair Value at Issuance (per share) | $ 10 | ||
Shares issued for conversion of Earn-out liability [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 113,405 | ||
Fair Value at Issuance | $ 340,215 | ||
Fair Value at Issuance (per share) | $ 3 | ||
Shares issued in connection with settlement agreement [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 27,500 | ||
Fair Value at Issuance | $ 255,750 | ||
Fair Value at Issuance (per share) | $ 9.30 | ||
Shares issued as a bonus [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 22,400 | ||
Fair Value at Issuance | $ 188,160 | ||
Fair Value at Issuance (per share) | $ 8.40 | ||
Shares issued to employees [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 138,300 | ||
Fair Value at Issuance | $ 687,928 | ||
Shares issued to employees [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 4.30 | ||
Shares issued to employees [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 8 | ||
Shares issued pursuant to acquisition of subsidiary [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 102,460 | ||
Fair Value at Issuance | $ 700,168 | ||
Shares issued pursuant to acquisition of subsidiary [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 4.70 | ||
Shares issued pursuant to acquisition of subsidiary [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 8.20 | ||
Shares issued in connection with extension of Series A convertible bonds [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 4,375 | ||
Fair Value at Issuance | $ 23,975 | ||
Fair Value at Issuance (per share) | $ 5.48 | ||
Shares issued in connection with extension of Series B convertible bonds [Member] | |||
Stockholders Equity [Line Items] | |||
Number of Common Stock Shares | 1,375 | ||
Fair Value at Issuance | $ 6,875 | ||
Shares issued in connection with extension of Series B convertible bonds [Member] | Minimum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 4.999 | ||
Shares issued in connection with extension of Series B convertible bonds [Member] | Maximum [Member] | |||
Stockholders Equity [Line Items] | |||
Fair Value at Issuance (per share) | $ 5 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 6 Months Ended | |||
Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | May. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price | $ 12.50 | $ 12.50 | ||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number Outstanding | 1,637,903 | |||
Warrants Outstanding Weighted Average Remaining Contractual Life (years) | 3 years 9 months 25 days | |||
Weighted Average Exercise Price | $ 15.80 | $ 17.60 | $ 19.70 | |
Number Exercisable | 1,637,903 | |||
Warrants Exercisable Weighted Average Exercise Price | $ 15.80 | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price | 20 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price | $ 10 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Nov. 30, 2015 | May. 31, 2015 | |
Number of Shares | ||
Outstanding | 1,245,903 | 676,077 |
Issued | 392,000 | 569,826 |
Exercised | 0 | 0 |
Expired | 0 | 0 |
Outstanding | 1,637,903 | 1,245,903 |
Weighted Average Price Per Share | ||
Outstanding | $ 17.60 | $ 19.70 |
Issued | 10 | 15 |
Exercised | 0 | 0 |
Expired | 0 | 0 |
Outstanding | $ 15.80 | $ 17.60 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - $ / shares | 6 Months Ended | |
Nov. 30, 2015 | Jan. 01, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market price at date of grant: | $ 10 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility (minimum): | 50.57% | |
Volatility (maximum): | 162.519% | |
Expected dividend rate: | 0.00% | |
Risk-free interest rate (minimum): | 1.45% | |
Risk-free interest rate (maximum): | 2.77% | |
Maximum [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price: | $ 20 | |
Market price at date of grant: | $ 19.90 | |
Expected terms (years): | 10 years | |
Minimum [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price: | $ 10 | |
Market price at date of grant: | $ 3 | |
Expected terms (years): | 5 years |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - Employee Stock Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | May. 31, 2015 | ||
Options | |||
Outstanding | 337,000 | 190,000 | |
Granted | 12,500 | 147,000 | |
Exercised | 0 | 0 | |
Expired or cancelled | 0 | 0 | |
Decrease in weighted average exercise price due to modification (1) | [1] | 0 | |
Outstanding | 349,500 | 337,000 | |
Weighted Average Exercise Price | |||
Outstanding | $ 13.10 | $ 20 | |
Granted | 10 | 17.2 | |
Exercised | 0 | ||
Expired or cancelled | 0 | ||
Decrease in weighted average exercise price due to modification (1) | [1] | (4.1) | |
Outstanding | $ 13 | $ 13.10 | |
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value Outstanding | $ 0 | $ 0 | |
Aggregate Intrinsic Value Outstanding | $ 0 | $ 0 | |
[1] | On December 8, 2014, the Company modified the exercise price on its unvested 138,000 options from an exercise price of $20.00 per share to $10.00 per share. |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Jul. 08, 2015 | Dec. 08, 2014 | Sep. 17, 2015 | May. 29, 2015 | Dec. 31, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | May. 07, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Preferred stock, par value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Common Stock, Shares, Issued | 4,891,320 | 4,891,320 | 4,573,360 | ||||||||
Common Stock, Shares, Outstanding | 4,891,320 | 4,891,320 | 4,573,360 | ||||||||
Share-based payment expense | $ 1,611,102 | $ 456,305 | |||||||||
Stock Issued During Period, Shares, New Issues | 10,460 | ||||||||||
Preferred Stock Dividends, Income Statement Impact | $ 49,890 | $ 0 | $ 99,780 | 0 | |||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 45,732,674 | ||||||||||
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 4,573,360 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 138,000 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 908,270 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 43 months | ||||||||||
Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred Stock Dividends, Income Statement Impact | $ 149,670 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 20 | ||||||||||
Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $ 10 | ||||||||||
Common Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common Stock, Shares, Issued | 4,899,291 | 4,899,291 | 4,368,905 | ||||||||
Common Stock, Shares, Outstanding | 4,899,291 | 4,899,291 | 4,368,905 | ||||||||
Stock Issued During Period, Shares, New Issues | 522,386 | 1,073,851 | |||||||||
Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted | 12,500 | 147,000 | |||||||||
Options, exercise price | $ 10 | $ 17.2 | |||||||||
2014 Equity Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum options authorized for issuance | 150,000 | 150,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 250,000 | 250,000 | |||||||||
2014 Equity Plan [Member] | Stock Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment expense | $ 177,657 | $ 112,531 | |||||||||
Options granted | 138,000 | 138,000 | 242,500 | ||||||||
Options, exercise price | $ 20 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 75,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 173,000 | ||||||||||
Amortization of Modification Expenses | $ 104,759 | ||||||||||
2014 Equity Plan [Member] | Stock Options [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options, exercise price | $ 20 | $ 20 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||||||||||
2014 Equity Plan [Member] | Stock Options [Member] | Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options, exercise price | $ 10 | $ 10 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 5 years | ||||||||||
2014 Equity Plan [Member] | Stock Option Two [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted | 107,000 | ||||||||||
Options, exercise price | $ 10 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 1,663,008 | 1,663,008 | 1,663,008 | ||||||||
Preferred stock, par value per share | $ 10 | $ 10 | $ 10 | $ 10 | |||||||
Preferred Stock, Shares Issued | 1,663,008 | 1,663,008 | 0 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | 12.00% | |||||||||
Preferred Stock, Redemption Terms | Shares of the Series A Preferred Stock are convertible into shares of Common Stock at the holders election at any time prior to December 31, 2018 (the Redemption Date), at a conversion rate of one and three tenths (1.3) shares of Common Stock for every one share of Series A Preferred Stock that the holder elects to convert. | ||||||||||
Series A Preferred Stock [Member] | Designated Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 1,663,008 | 1,663,008 | |||||||||
Preferred stock, par value per share | $ 0.00001 | $ 0.00001 | |||||||||
Convertible Preferred Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 1,663,008 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | ||||||||||
Preferred Stock, Redemption Price Per Share | $ 1 | ||||||||||
Preferred Stock, Redemption Terms | Shares of the Series A Preferred Stock are convertible into shares of Common Stock at the holders election at any time prior to December 31, 2018 (the Redemption Date), at a conversion rate of thirteen hundredths (0.13) shares of Common Stock for every one share of Series A Preferred Stock that the Holder elects to convert. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. | ||||||||||
Convertible Preferred Stock [Member] | Designated Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 1,663,008 | ||||||||||
Preferred stock, par value per share | $ 0.00001 | ||||||||||
Blank Check Preferred Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | ||||||||||
Preferred stock, par value per share | $ 0.00001 | ||||||||||
Blank Check Preferred Shares [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common Stock, Shares Authorized | 200,000,000 | ||||||||||
Blank Check Preferred Shares [Member] | Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common Stock, Shares Authorized | 75,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | Jul. 08, 2015USD ($)shares | Jun. 03, 2015USD ($) | Jan. 03, 2014 | Nov. 04, 2013USD ($) | Aug. 14, 2013USD ($) | Nov. 30, 2015USD ($)$ / shares | Oct. 21, 2015USD ($) | May. 20, 2015USD ($) | Feb. 28, 2015USD ($) | Feb. 27, 2015USD ($) | Dec. 31, 2014USD ($) | May. 31, 2014USD ($)shares | May. 17, 2014USD ($) | Apr. 30, 2014USD ($)shares | Feb. 24, 2014 | Aug. 22, 2013USD ($)shares | Apr. 26, 2013USD ($)shares | Feb. 24, 2013USD ($)shares | Feb. 15, 2013USD ($)shares | Nov. 30, 2015USD ($)$ / shares | Nov. 30, 2014USD ($) | Nov. 30, 2015USD ($)$ / shares | Nov. 30, 2014USD ($) | Feb. 28, 2014USD ($)shares | Oct. 31, 2015EUR (€) | May. 31, 2015USD ($)$ / shares | May. 31, 2014USD ($)shares | Oct. 30, 2015USD ($)shares | Oct. 30, 2015EUR (€)shares | Mar. 31, 2015USD ($)shares | Jan. 30, 2015USD ($) | Sep. 30, 2014shares | Mar. 17, 2014USD ($) | Mar. 02, 2014USD ($) | Jan. 01, 2014USD ($)shares | Feb. 14, 2013USD ($) | Jul. 15, 2012USD ($)$ / sharesshares |
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, total contractual obligation payable | $ 52,000 | $ 52,000 | $ 52,000 | ||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 50,000 | $ 300,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 3,000 | $ 10,000 | $ 25,000 | $ 13,000 | |||||||||||||||||||||||||||||||||
Common stock, par value per share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||
Minimum lease obligation, 2016 | $ 457,685 | $ 457,685 | $ 457,685 | ||||||||||||||||||||||||||||||||||
Minimum lease obligation, 2017 | 442,860 | 442,860 | 442,860 | ||||||||||||||||||||||||||||||||||
Minimum lease obligation, 2018 | 146,065 | 146,065 | 146,065 | ||||||||||||||||||||||||||||||||||
Rent expense | 522,263 | $ 560,783 | |||||||||||||||||||||||||||||||||||
Common stock issued to officer pursuant to agreement, shares | shares | 20,000 | 5,000 | 15,000 | 2,500 | |||||||||||||||||||||||||||||||||
Performance based compensation, gross profit threshold | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||
Options to be granted | shares | 25,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable per month after increase | $ 5,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||
Percentage of performance fee | 1.00% | ||||||||||||||||||||||||||||||||||||
Percentage of performance fee, maximum | 10.00% | ||||||||||||||||||||||||||||||||||||
Consulting Agreement Percent Of Net Sales | 2.00% | ||||||||||||||||||||||||||||||||||||
Business Combination Maximum Contingent Consideration | $ 2,100,000 | $ 1,500,000 | |||||||||||||||||||||||||||||||||||
Performance Based Compensation Percentage Of Gross Profit Below Threshold | 20.00% | 20.00% | 90.00% | ||||||||||||||||||||||||||||||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 16.00% | 7.00% | |||||||||||||||||||||||||||||||||||
Payments To Earn Out Agreement | $ 113,405 | $ 2,100,000 | $ 5,000,000 | 86,364 | 255,980 | $ 111,375 | $ 254,575 | ||||||||||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,100,000 | 1,192,000 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 102,500 | ||||||||||||||||||||||||||||||||||||
Minimum lease obligation, Thereafter | 299,130 | 299,130 | 299,130 | ||||||||||||||||||||||||||||||||||
Discontinued Monthly Equity Consideration, Shares | shares | 500 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,460 | ||||||||||||||||||||||||||||||||||||
Repayments of Debt | 1,024,000 | ||||||||||||||||||||||||||||||||||||
Exchange Rate On Earn Out Liability | 1.5406 | 1.5406 | |||||||||||||||||||||||||||||||||||
Gross Profit | 7,469,925 | $ 5,841,462 | 13,790,378 | $ 11,505,557 | € 850,000 | ||||||||||||||||||||||||||||||||
Fogel Agreements [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 2 years | ||||||||||||||||||||||||||||||||||||
President [Member] | Fogel Agreements [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Officers' Compensation | $ 100,000 | ||||||||||||||||||||||||||||||||||||
TRG Acquisition [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Performance based compensation, gross profit threshold | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Business Combination Maximum Contingent Consideration | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||
Performance Based Compensation Percentage Of Gross Profit Below Threshold | 20.00% | ||||||||||||||||||||||||||||||||||||
Performance Based Compensation Percentage Of Gross Profit Above Threshold | 7.00% | ||||||||||||||||||||||||||||||||||||
Payments To Earn Out Agreement | $ 113,405 | $ 5,000,000 | 111,375 | 254,575 | |||||||||||||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,192,000 | ||||||||||||||||||||||||||||||||||||
CSI Acquisition [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Payments To Earn Out Agreement | 628,777 | 1,471,223 | $ 279,696 | ||||||||||||||||||||||||||||||||||
JM Group Acquisition [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Performance based compensation, gross profit threshold | € | € 850,000 | ||||||||||||||||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability | 1,309,510 | 1,309,510 | 1,309,510 | $ 1,309,510 | € 850,000 | ||||||||||||||||||||||||||||||||
Corporate services agreement [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Percentage of performance fee | 3.00% | ||||||||||||||||||||||||||||||||||||
Percentage of performance fee, maximum | 5.00% | ||||||||||||||||||||||||||||||||||||
Common stock issued to consultant pursuant to agreement, shares | shares | 175,734 | 15,000 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 175,734 | 15,000 | |||||||||||||||||||||||||||||||||||
Dimitri Villard [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued to consultant pursuant to agreement, shares | shares | 2,500 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 2,500 | ||||||||||||||||||||||||||||||||||||
Bonus Shares | shares | 25,000 | ||||||||||||||||||||||||||||||||||||
Bonus Shares Value | $ 7,192 | ||||||||||||||||||||||||||||||||||||
Dimitri Villard [Member] | Corporate Governance And Nominating Committee [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 20,000 | 20,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 1,667 | $ 1,667 | |||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 83 | 83 | |||||||||||||||||||||||||||||||||||
Dimitri Villard [Member] | Compensation Committee [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 83 | 83 | |||||||||||||||||||||||||||||||||||
Dimitri Villard [Member] | Board Of Directors [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, total contractual obligation payable | $ 45,000 | ||||||||||||||||||||||||||||||||||||
Common stock to be issued to adviser as consulting compensation, value | 22,500 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | 22,500 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 1,875 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 30,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 2,500 | ||||||||||||||||||||||||||||||||||||
Common stock, par value per share | $ / shares | $ 250 | ||||||||||||||||||||||||||||||||||||
Employment agreement, officer, shares transfer percentage | 50.00% | ||||||||||||||||||||||||||||||||||||
Dimitri Villard [Member] | Separate Advisory Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock to be issued to adviser as consulting compensation, value | 30,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 2,500 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 250 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 3,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, advisor fee | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Shares issued to board of directors, shares | shares | 1,000 | ||||||||||||||||||||||||||||||||||||
Jeff Grout [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Bonus Shares | shares | 30,000 | 30,000 | 25,000 | ||||||||||||||||||||||||||||||||||
Bonus Shares Value | $ 149,997 | $ 7,192 | |||||||||||||||||||||||||||||||||||
Jeff Grout [Member] | Corporate Governance And Nominating Committee [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 1,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 83 | ||||||||||||||||||||||||||||||||||||
Jeff Grout [Member] | Compensation Committee [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 20,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 1,667 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 1,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 83 | ||||||||||||||||||||||||||||||||||||
Jeff Grout [Member] | Board Of Directors [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 30,000 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 2,500 | ||||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 250 | ||||||||||||||||||||||||||||||||||||
Nick Florio [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 5,000 | ||||||||||||||||||||||||||||||||||||
Bonus Shares | shares | 30,000 | 30,000 | 25,000 | ||||||||||||||||||||||||||||||||||
Bonus Shares Value | $ 149,997 | $ 7,192 | |||||||||||||||||||||||||||||||||||
Nick Florio [Member] | Corporate Governance And Nominating Committee [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 83 | 83 | |||||||||||||||||||||||||||||||||||
Nick Florio [Member] | Audit Committee [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 20,000 | $ 20,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 1,667 | $ 1,667 | |||||||||||||||||||||||||||||||||||
Consulting agreement, common stock to be issued as compensation, shares | shares | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 83 | 83 | |||||||||||||||||||||||||||||||||||
Nick Florio [Member] | Board Of Directors [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Consulting agreement, cash compensation payable | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||||||||||||
Consulting agreement, cash portion fee payable per month | $ 2,500 | $ 2,500 | |||||||||||||||||||||||||||||||||||
Consulting agreement, number of shares to be issued each month | shares | 250 | 250 | |||||||||||||||||||||||||||||||||||
Darren Minton [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Employment agreement, officer, compensation | $ 48,000 | ||||||||||||||||||||||||||||||||||||
Additional share based compensation | shares | 2,000 | ||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | 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 received an additional grant of 2,000 common stock shares. The employment agreement has a term of eighteen (18) months. | ||||||||||||||||||||||||||||||||||||
Charlie Cooper [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Employment agreement, officer, compensation | $ 200,000 | ||||||||||||||||||||||||||||||||||||
Employment agreement, officer, commission percentage of gross profit | 2.00% | ||||||||||||||||||||||||||||||||||||
Employment agreement, officer, commission, maximum percentage of gross profit per month | 1.75% | ||||||||||||||||||||||||||||||||||||
Performance based compensation, gross profit threshold | $ 2,200,000 | ||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On November 4, 2013, in connection with the CSI Acquisition, the Company entered into a four (4) year employment agreement with Charlie Cooper (Cooper Employment Agreement), to serve as Vice President of the Company and as Chief Operating Officer of CSI, the Companys 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 (1) year terms following the completion of the initial four (4) year term of the agreement unless terminated by the Company or Mr. Cooper ninety (90) days prior to the end of such term. On March 13, 2015, Mr. Coopers employment was terminated for cause. | ||||||||||||||||||||||||||||||||||||
Margaret Gesualdi [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Employment agreement, officer, compensation | $ 190,000 | ||||||||||||||||||||||||||||||||||||
Employment agreement, officer, commission percentage of gross profit | 2.00% | ||||||||||||||||||||||||||||||||||||
Employment agreement, officer, commission, maximum percentage of gross profit per month | 1.75% | ||||||||||||||||||||||||||||||||||||
Performance based compensation, gross profit threshold | $ 750,000 | ||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On November 4, 2013, in connection with the CSI Acquisition, the Company entered into a four (4) year employment agreement with Margaret Gesualdi (Gesualdi Employment Agreement), to serve as Vice President of the Company and as Mid-Atlantic Region Managing Partner of CSI, the Companys 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 (4) 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 13, 2015, Ms. Gesualdis employment was terminated for cause. | ||||||||||||||||||||||||||||||||||||
Simon Dealy [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On November 4, 2013, in connection with the CSI Acquisition, the Company entered into a four (4) year employment agreement with Simon Dealy (Dealy Employment Agreement), to serve as Sr. Vice President of the Company and as Chief Executive Officer of CSI, the Companys 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 received a salary of $200,000 annually, plus reasonable expenses. Mr. Dealy was 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. On November 13, 2015, Mr. Dealys employment was terminated for cause. | ||||||||||||||||||||||||||||||||||||
Matt Briand [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On January 3, 2014, in connection with the Initio Acquisition, the Company entered into an employment agreement with Matt Briand (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. Mr. Briand will also be entitled to an annual bonus of up to fifty percent (50%) of his annual base salary based on reaching certain financial milestones. Additionally, Mr. Briand is entitled to Gross Profit Appreciation Participation, which entitles the participants to ten (10%) of Initios Excess Gross Profit, which is defined as the increase in Initio gross profits in excess of one hundred twenty percent (120%) of the base years gross profit, up to $400,000. Mr. Briands participating level is thirty-seven and one-half percent (37.5%). On May 29, 2015, the Gross Profit Appreciation Bonus associated with this employment agreement was converted into Series A Preferred Stock. 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 January 27, 2015, Mr. Briand was given the additional title of President. | ||||||||||||||||||||||||||||||||||||
Brendan Flood [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On January 3, 2014, in connection with the Initio Acquisition, the Company entered into an employment agreement with Brendan Flood (Flood Employment Agreement). Pursuant to the Flood Employment Agreement, Mr. Flood will serve as Executive Chairman of the board of directors, as well as, Chief Executive Officer of Initio. Mr. Flood will be paid a salary of 192,000 (At November 30, 2015, the foreign currency year-to-date average exchange rate of 1.5031 makes this approximately $289,000) 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 (UK). Mr. Floods salary will be adjusted (but not decreased) annually based upon the Consumer Price Index for All Urban Consumers for the Northeast Region as determined by the United States Department of Labor Bureau of Labor Statistics. Mr. Flood will also be entitled to an annual bonus of up to 50% of his annual base salary based reaching certain financial milestones. Additionally, Mr. Flood is entitled to Gross Profit Appreciation Participation, which entitles the participants to ten (10%) of Initios Excess Gross Profit, which is defined as the increase in Initio gross profits in excess of one hundred twenty percent (120%) of the base years gross profit, up to $400,000. Mr. Floods participating level is sixty-two and one-half percent (62.5%). On May 29, 2015, the Gross Profit Appreciation Bonus associated with this employment agreement was converted into Series A Preferred Stock. 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. | ||||||||||||||||||||||||||||||||||||
Jeff R. Mitchell [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On March 17, 2014, the Company entered into an employment agreement with Jeff R. Mitchell (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 fifty percent (50%) of his annual base salary based on reaching certain milestones. Mr. Mitchell will also receive a grant of 12,500 common stock shares, issuable as follows: (i) 5,000 common stock shares on June 1, 2014, and (ii) 2,500 common stock shares on each one (1) year anniversary thereafter. In addition, Mr. Mitchell is entitled to 15,000 stock options to purchase common stock to be issued under the Companys Stock Option Plan, which such stock options shall vest as follows: (i) 3,000 on March 17, 2014, and (ii) 3,000 on each one (1) year anniversary thereafter. The initial vesting of stock options have an exercise price of $20.00 per share (all options thereafter will have an exercise price of $10.00 per share), and are exercisable for a period of ten (10) 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 twelve (12) months after termination of employment. | ||||||||||||||||||||||||||||||||||||
Linda Moraski [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Employment agreement, officer, compensation | $ 112,500 | $ 37,500 | |||||||||||||||||||||||||||||||||||
Employment agreement, officer, commission percentage of gross profit | 3.00% | ||||||||||||||||||||||||||||||||||||
Employment agreement, officer, commission, maximum percentage of gross profit per month | 2.50% | ||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Description | On May 17, 2014, in connection with the PS Acquisition, the Company entered into an employment agreement with Linda Moraski (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. | ||||||||||||||||||||||||||||||||||||
NewCSI Inc [Member] | |||||||||||||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||
Damage sought, deferred tax asset | $ 54,452 | $ 154,433 | |||||||||||||||||||||||||||||||||||
Acceleration of Earn Out Payments Amount | $ 1,152,143 | $ 1,670,635 | $ 1,152,143 | $ 1,152,143 | |||||||||||||||||||||||||||||||||
Payments To Earn Out Agreement | $ 1,400,000 | ||||||||||||||||||||||||||||||||||||
Post Judgement Interest Percentage | 0.23% | ||||||||||||||||||||||||||||||||||||
Litigation Settlement, Amount | $ 1,306,576 | ||||||||||||||||||||||||||||||||||||
Litigation Settlement Interest | $ 77,186.50 |
GEOGRAPHICAL SEGMENTS (Details)
GEOGRAPHICAL SEGMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | May. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | $ 41,349,934 | $ 33,102,321 | $ 77,233,452 | $ 65,677,322 | |
Assets | 56,489,201 | 56,489,201 | $ 42,332,255 | ||
Liabilities | 46,355,337 | 46,355,337 | 32,830,195 | ||
UNITED STATES | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 36,952,097 | 30,965,896 | 70,711,418 | 61,290,063 | |
Assets | 48,331,779 | 48,331,779 | 40,682,286 | ||
Liabilities | 36,548,622 | 36,548,622 | 30,799,332 | ||
CANADA | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 35,955 | 7,119 | 61,412 | 70,122 | |
Assets | 44,858 | 44,858 | 57,713 | ||
Liabilities | 4,678 | 4,678 | 7,502 | ||
UNITED KINGDOM | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 4,361,882 | $ 2,129,306 | 6,460,622 | $ 4,317,137 | |
Assets | 8,112,565 | 8,112,565 | 1,592,256 | ||
Liabilities | $ 9,802,037 | $ 9,802,037 | $ 2,023,361 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Nov. 30, 2015 | Nov. 05, 2015 | Jul. 08, 2015 | May. 17, 2014 | Feb. 28, 2014 | Jan. 03, 2014 | Nov. 04, 2013 | Apr. 26, 2013 |
TRG Acquisition [Member] | ||||||||
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 Acquisition [Member] | ||||||||
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] | ||||||||
ASSETS: | ||||||||
Current assets | $ 15,550,449 | |||||||
Intangible assets | 10,050,000 | |||||||
Goodwill | 2,994,057 | |||||||
Total | 28,594,506 | |||||||
LIABILITIES: | ||||||||
Current liabilities | 15,254,943 | |||||||
Net purchase price | $ 13,339,563 | |||||||
Poolia [Member] | ||||||||
ASSETS: | ||||||||
Current assets | $ 1,207,897 | |||||||
Intangible assets | $ 465,321 | 465,321 | ||||||
Goodwill | 584,701 | |||||||
Total | 2,257,919 | |||||||
LIABILITIES: | ||||||||
Current liabilities | 631,653 | |||||||
Net purchase price | $ 1,626,266 | |||||||
PS [Member] | ||||||||
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 | |||||||
Lighthouse Acquisition [Member] | ||||||||
ASSETS: | ||||||||
Current assets | $ 153,990 | |||||||
Intangible assets | 2,269,403 | |||||||
Goodwill | 3,864,118 | |||||||
Total | 6,287,511 | |||||||
LIABILITIES: | ||||||||
Current liabilities | 153,990 | |||||||
Net purchase price | $ 6,133,521 | |||||||
JM Group Acquisition [Member] | ||||||||
ASSETS: | ||||||||
Current assets | $ 5,138,078 | |||||||
Intangible assets | 1,142,779 | |||||||
Goodwill | 1,945,813 | |||||||
Total | 8,226,670 | |||||||
LIABILITIES: | ||||||||
Current liabilities | 4,709,452 | |||||||
Net purchase price | $ 3,517,218 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net loss per share from continuing operations | $ (0.68) | $ (2.44) | $ (1.06) | $ (3.87) |
Weighted average number of common stock shares - Basic and diluted (in shares) | 4,706,554 | 3,575,949 | 4,599,032 | 3,451,770 |
Pro Forma [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net Revenues | $ 45,705,851 | $ 44,494,373 | $ 89,200,501 | $ 88,713,029 |
Net loss from continuing operations | $ (3,179,823) | $ (8,714,329) | $ (4,748,250) | $ (12,533,981) |
Net loss per share from continuing operations | $ (0.67) | $ (2.44) | $ (1.02) | $ (3.56) |
Weighted average number of common stock shares - Basic and diluted (in shares) | 4,734,999 | 3,574,950 | 4,646,016 | 3,518,231 |
ACQUISITIONS (Details Textual)
ACQUISITIONS (Details Textual) | Nov. 05, 2015USD ($) | Nov. 04, 2015USD ($)$ / sharesshares | Nov. 04, 2015EUR (€)shares | Jul. 08, 2015USD ($)$ / sharesshares | Jan. 03, 2014USD ($)$ / sharesshares | Nov. 04, 2013USD ($) | Nov. 30, 2015USD ($) | Feb. 27, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2014USD ($) | May. 17, 2014USD ($)$ / sharesshares | Feb. 28, 2014USD ($) | Feb. 28, 2014EUR (€) | Apr. 26, 2013USD ($)$ / sharesshares | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | May. 31, 2015USD ($) | May. 31, 2014USD ($) | Nov. 05, 2015GBP (£) | Aug. 31, 2015USD ($) | Jun. 03, 2014 |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash payment | $ 3,653,829 | $ 0 | |||||||||||||||||||||
Issuance of promissory note as part of business combination | $ 3,056,030 | $ 3,056,030 | 3,056,030 | $ 3,056,030 | |||||||||||||||||||
Net income attributable to non-controlling interest | 206,357 | $ 111,892 | 220,913 | 216,555 | |||||||||||||||||||
Business Combination Maximum Contingent Consideration | $ 2,100,000 | $ 1,500,000 | |||||||||||||||||||||
Payments To Earn Out Agreement | $ 113,405 | $ 2,100,000 | 5,000,000 | 86,364 | 255,980 | $ 111,375 | $ 254,575 | ||||||||||||||||
Amortization of intangible | 1,428,791 | 1,311,159 | |||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 614,475 | 614,475 | 614,475 | ||||||||||||||||||||
Intangible, net | 12,552,253 | 12,552,253 | 12,552,253 | 10,568,862 | |||||||||||||||||||
TRG Acquisition [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Aggregate consideration price | 2,509,342 | ||||||||||||||||||||||
Cash payment | $ 907,287 | ||||||||||||||||||||||
Shares issued in business acquisition | shares | 51,257 | ||||||||||||||||||||||
Fair Value at Issuance (per share) | $ / shares | $ 8 | ||||||||||||||||||||||
Business Combination Maximum Contingent Consideration | $ 1,500,000 | ||||||||||||||||||||||
Payments To Earn Out Agreement | $ 113,405 | 5,000,000 | 111,375 | 254,575 | |||||||||||||||||||
Intangible assets | 1,054,801 | ||||||||||||||||||||||
Amortization of intangible | 1,192,000 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 410,055 | ||||||||||||||||||||||
TRG Acquisition [Member] | Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Payments To Earn Out Agreement | 111,374 | ||||||||||||||||||||||
CSI Acquisition [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Aggregate consideration price | 3,530,454 | ||||||||||||||||||||||
Cash payment | 1,311,454 | ||||||||||||||||||||||
Payments To Earn Out Agreement | 628,777 | 1,471,223 | 279,696 | ||||||||||||||||||||
Intangible assets | $ 912,000 | ||||||||||||||||||||||
Estimated useful life | 4 years | 4 years | 4 years | ||||||||||||||||||||
Amortization of intangible | 91,099 | 107,654 | |||||||||||||||||||||
Impairment of intangible assets | $ 703,222 | $ 10,025 | |||||||||||||||||||||
Intangible, net | 0 | 0 | 0 | 0 | |||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 119,000 | ||||||||||||||||||||||
CSI Acquisition [Member] | Intangible Assets Amortization [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Intangible, net | 0 | $ 0 | 0 | $ 0 | 0 | 0 | |||||||||||||||||
Poolia [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Aggregate consideration price | $ 1,626,266 | ||||||||||||||||||||||
Cash payment | 1,237,500 | € 750,000 | 388,766 | ||||||||||||||||||||
Intangible assets | 465,321 | $ 465,321 | 465,321 | 465,321 | |||||||||||||||||||
Estimated useful life | 4 years | 4 years | |||||||||||||||||||||
Amortization of intangible | 58,165 | 58,165 | |||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 58,165 | 58,165 | 58,165 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 116,330 | 116,330 | 116,330 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 87,248 | 87,248 | 87,248 | ||||||||||||||||||||
Intangible, net | $ 261,743 | $ 261,743 | $ 261,743 | 319,908 | |||||||||||||||||||
PeopleSERVE PRS, Inc. [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business combination, percentage of voting interests transferred | 49.00% | 49.00% | 49.00% | 49.00% | |||||||||||||||||||
Aggregate consideration price | $ 8,387,108 | ||||||||||||||||||||||
Cash payment | $ 2,705,675 | ||||||||||||||||||||||
Shares issued in business acquisition | shares | 112,737 | ||||||||||||||||||||||
Fair Value at Issuance (per share) | $ / shares | $ 19.30 | ||||||||||||||||||||||
Non-controlling interest | $ 572,900 | $ 572,900 | $ 572,900 | ||||||||||||||||||||
Net income attributable to non-controlling interest | 220,913 | ||||||||||||||||||||||
Intangible assets | 2,999,100 | 2,999,100 | 2,999,100 | ||||||||||||||||||||
Amortization of intangible | 189,543 | 0 | |||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 227,451 | 227,451 | 227,451 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 454,903 | 454,903 | 454,903 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 590,922 | 590,922 | 590,922 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 49,200 | 49,200 | 49,200 | ||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Years Five Through Fourteen | 47,150 | 47,150 | 47,150 | ||||||||||||||||||||
Intangible, net | 2,051,748 | 2,051,748 | 2,051,748 | ||||||||||||||||||||
Net Working Capital | $ 1,138,153 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 2,175,814 | ||||||||||||||||||||||
PeopleSERVE PRS, Inc. [Member] | People Serve Promissory Notes [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Issuance of promissory note as part of business combination | 2,367,466 | ||||||||||||||||||||||
PS [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Non-controlling interest | 572,900 | ||||||||||||||||||||||
Intangible assets | $ 2,999,100 | ||||||||||||||||||||||
Estimated useful life | 4 years | 4 years | |||||||||||||||||||||
Intangible, net | 2,051,784 | 2,051,784 | 2,051,784 | 2,359,022 | |||||||||||||||||||
Staffing 360 UK [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Aggregate consideration price | $ 13,289,563 | ||||||||||||||||||||||
Cash payment | $ 6,440,000 | ||||||||||||||||||||||
Shares issued in business acquisition | shares | 329,670 | ||||||||||||||||||||||
Fair Value at Issuance (per share) | $ / shares | $ 8.75 | ||||||||||||||||||||||
Issuance of promissory note as part of business combination | $ 3,964,949 | ||||||||||||||||||||||
Intangible assets | 10,050,000 | ||||||||||||||||||||||
Amortization of intangible | 854,658 | 854,658 | |||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 854,658 | 854,658 | 854,658 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,709,317 | 1,709,317 | 1,709,317 | ||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,118,796 | 1,118,796 | 1,118,796 | ||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Years Five Through Fourteen | 292,428 | 292,428 | 292,428 | ||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Year Fifteen | 170,372 | 170,372 | 170,372 | ||||||||||||||||||||
Intangible, net | 7,035,275 | 7,035,275 | 7,035,275 | ||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,884,614 | ||||||||||||||||||||||
Staffing 360 UK [Member] | Promissory notes - Staffing 360 Solutions (UK) [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||
Lighthouse Placement Services [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business combination, percentage of voting interests transferred | 100.00% | ||||||||||||||||||||||
Aggregate consideration price | $ 6,133,521 | ||||||||||||||||||||||
Cash payment | $ 2,498,379 | ||||||||||||||||||||||
Shares issued in business acquisition | shares | 62,460 | ||||||||||||||||||||||
Fair Value at Issuance (per share) | $ / shares | $ 8.20 | ||||||||||||||||||||||
Intangible assets | $ 2,269,403 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 454,903 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 454,903 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 75,391 | ||||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Years Six Through Sixteen | 40,890 | ||||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Year Seventeen | 3,408 | ||||||||||||||||||||||
Intangible, net | 2,079,860 | 2,079,860 | 2,079,860 | ||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 512,168 | ||||||||||||||||||||||
Lighthouse Placement Services [Member] | Lighthouse Placement Promissory Notes One [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Issuance of promissory note as part of business combination | 2,498,379 | ||||||||||||||||||||||
Lighthouse Placement Services [Member] | Lighthouse Placement Promissory Notes Two [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Issuance of promissory note as part of business combination | $ 624,595 | ||||||||||||||||||||||
JM Group Acquisition [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business combination, percentage of voting interests transferred | 100.00% | ||||||||||||||||||||||
Aggregate consideration price | $ 3,517,218 | ||||||||||||||||||||||
Cash payment | $ 1,155,000 | € 750,000 | |||||||||||||||||||||
Shares issued in business acquisition | shares | 40,000 | 40,000 | |||||||||||||||||||||
Fair Value at Issuance (per share) | $ / shares | $ 4.70 | ||||||||||||||||||||||
Issuance of promissory note as part of business combination | $ 770,000 | £ 500,000 | |||||||||||||||||||||
Intangible assets | $ 1,142,779 | ||||||||||||||||||||||
Estimated useful life | 4 years | ||||||||||||||||||||||
Amortization of intangible | 19,187 | $ 0 | |||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 114,437 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 229,071 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 229,071 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 229,071 | ||||||||||||||||||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 107,457 | ||||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Years Five Through Fourteen | 20,591 | ||||||||||||||||||||||
Finite Lived Intangible Assets Amortization Expense Years Six Through Sixteen | 8,579 | ||||||||||||||||||||||
Intangible, net | $ 1,123,592 | $ 1,123,592 | $ 1,123,592 | $ 1,123,592 | $ 0 | ||||||||||||||||||
Anniversary Gross Profit Description | performance based compensation in an amount in cash equal to 850,000 (approximately $1,310,000) and (v) an aggregate of 20,000 shares of Common Stock valued at $4.70 totaling $94,000, if the Anniversary Gross Profit is 100% or more the Completion Gross Profit; or if the Anniversary Gross Profit is greater than or equal to 75% of the Completion Gross Profit, but less than 100% of the Completion Gross Profit, an amount of shares equal to the product of (i) the Anniversary Gross Profit divided by the Completion Gross Profit and (ii) 20,000 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 188,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Dec. 11, 2015 | Dec. 23, 2015 | Jul. 24, 2015 | Dec. 30, 2015 | Dec. 03, 2015 | Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | May. 27, 2014 |
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 3,056,030 | $ 3,056,030 | |||||||
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||
Extinguishment of Debt, Amount | $ 283,001 | ||||||||
Series B Bond [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Payment Terms | Company shall make payments on the principal amount of the Series B Bonds in six (6) equal tranches, every month, beginning on December 15, 2015, (ii) the Company shall pay all accrued interest on the Series B Bonds by November 6, 2015 | ||||||||
Designated Shares [Member] | Series B Bond [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred Stock Par Value Per Share | $ 0.00001 | ||||||||
Preferred Stock Stated Value Per Share | $ 10 | ||||||||
Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 950,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants Issued To Purchase Shares From Placement Agent | 30,087 | ||||||||
Subsequent Event [Member] | Series B Bond [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 18.00% | ||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 12.00% | ||||||||
Subsequent Event [Member] | Series B Bond [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 12 | ||||||||
Subsequent Event [Member] | Series B Bond [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Extinguishment of Debt, Amount | $ 359,000 | ||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 200,000 | ||||||||
Warrants To Purchase Shares Of Stock | 392,000 | ||||||||
Additional Warrants To Purchase Shares Of Stock | 392,000 | ||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | Designated Shares [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 200,000 | ||||||||
Preferred Stock, Shares Issued | 100,000 |