Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | FIRST RATE STAFFING Corp | ||
Entity Central Index Key | 1,522,215 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Trading Symbol | FRSI | ||
Entity Common Stock, Shares Outstanding | 7,500,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 565,040 | $ 787,238 |
Accounts receivable, net | 733,009 | 330,538 |
Notes receivable - related party, current portion | 0 | 8,388 |
Total current assets | 1,298,049 | 1,126,164 |
Property and equipment, net | 53,309 | 19,823 |
Intangible assets, net | 272,522 | 1,206,429 |
Notes receivable - related party, net of current portion | 98,918 | 0 |
Deposit and other assets | 7,640 | 6,200 |
Total assets | 1,730,438 | 2,358,616 |
Current liabilities | ||
Accounts payable | 355,452 | 385,571 |
Accrued expenses | 780,863 | 534,735 |
Car loan payable, current portion | 4,623 | 0 |
Notes payable - current portion, net of discount | 107,786 | 474,837 |
Notes payable - related parties | 0 | 4,509 |
Total current liabilities | 1,248,724 | 1,399,652 |
Car loan payable, net of current portion | 31,605 | 0 |
Notes payable, net of current portion | 130,000 | 0 |
Total liabilities | $ 1,410,329 | $ 1,399,652 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, zero shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 7,500,000 shares issued and authorized at December 31, 2015 and December 31, 2014 | 750 | 750 |
Additional paid-in capital | 1,089,802 | 1,089,802 |
Accumulated deficit | (770,443) | (131,588) |
Total stockholders' equity | 320,109 | 958,964 |
Total liabilities and stockholders' equity | $ 1,730,438 | $ 2,358,616 |
BALANCE SHEETS _Parenthetical_
BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 7,500,000 | 7,500,000 |
Common Stock, Shares, Outstanding | 7,500,000 | 7,500,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 32,874,503 | $ 18,003,628 |
Cost of revenues | 29,936,133 | 16,137,224 |
Gross profit | 2,938,370 | 1,866,404 |
Impairment of intangible assets | 640,733 | 0 |
General and administrative expenses | 2,632,050 | 1,604,707 |
Income (loss) from operations | (334,413) | 261,697 |
Gain on sale of property and equipment | 5,292 | 0 |
Gain on settlement agreement | 75,000 | 0 |
Interest and other expense, net | (273,632) | (185,255) |
Income (loss) before income tax | (527,753) | 76,442 |
Income tax expense | 111,102 | 66,676 |
Net income (loss) | $ (638,855) | $ 9,766 |
Net income (loss) per share: | ||
Basic and diluted | $ (0.09) | $ 0 |
Weighted average shares outstanding: | ||
Basic and diluted | 7,500,000 | 7,442,466 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Earnings (Deficit) [Member] |
Balance at Dec. 31, 2013 | $ (50,802) | $ 0 | $ 700 | $ 89,852 | $ (141,354) |
Balance (in Shares) at Dec. 31, 2013 | 0 | 7,000,000 | |||
Common stock issued for acquisition | 1,000,000 | $ 0 | $ 50 | 999,950 | 0 |
Common stock issued for acquisition (in Shares) | 0 | 500,000 | |||
Net income (loss) | 9,766 | $ 0 | $ 0 | 0 | 9,766 |
Balance at Dec. 31, 2014 | 958,964 | $ 0 | $ 750 | 1,089,802 | (131,588) |
Balance (in Shares) at Dec. 31, 2014 | 0 | 7,500,000 | |||
Net income (loss) | (638,855) | $ 0 | $ 0 | 0 | (638,855) |
Balance at Dec. 31, 2015 | $ 320,109 | $ 0 | $ 750 | $ 1,089,802 | $ (770,443) |
Balance (in Shares) at Dec. 31, 2015 | 0 | 7,500,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net income (loss) | $ (638,855) | $ 9,766 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 302,092 | 266,098 |
Provision for bad debt | 54,186 | 0 |
Amortization of discount on note payable | 12,949 | 30,474 |
Impairment charge | 640,733 | 0 |
Gain on sale of property and equipment | (5,292) | 0 |
Gain on settlement agreement | (75,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (456,657) | (176,508) |
Prepaid expense and other current assets | 0 | 67,484 |
Deposits and other assets | (1,440) | 80 |
Accounts payable | (30,119) | 327,912 |
Accrued expenses | 246,128 | 359,487 |
Net cash provided by operating activities | 48,725 | 884,793 |
Investing activities | ||
Notes receivable - related party borrowing | (102,530) | 0 |
Proceeds from sale of property and equipment | 12,500 | 0 |
Net cash used in investing activities | (90,030) | 0 |
Financing activities | ||
Payments on note payable | (175,000) | 0 |
Payments on car loan payable | (1,384) | 0 |
Payment on note payable - related party, net | (4,509) | (151,598) |
Net cash used in financing activities | (180,893) | (151,598) |
Net change in cash | (222,198) | 733,195 |
Cash, beginning of the year | 787,238 | 54,043 |
Cash, end of year | 565,040 | 787,238 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 5,094 | 1,630 |
Income taxes paid | 5,157 | 0 |
Supplemental disclosures of non-cash investing and financing transactions: | ||
Issuance of common stock for acquisition of Loyalty Staffing Services, Inc. | 0 | 1,000,000 |
Issuance of note payable for acquisition of Loyalty Staffing Services, Inc. | 0 | 500,000 |
Acquisition of property and equipment through loan | $ 49,612 | $ 0 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND BUSINESS First Rate Staffing Corporation (“First Rate” or “the Company”), formerly known as Moosewood Acquisition Corporation (“Moosewood”) was incorporated on April 20, 2011 under the laws of the State of Delaware. The Company provides recruiting and staffing services for temporary positions in the light industrial, distribution center, assembly, and clerical areas to its clients in California and Arizona, with an option for the clients and candidates to choose the most beneficial working arrangements. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting [Text Block] | 2. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all the notes required by generally accepted accounting principles for complete financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America in all material respects, and have been consistently applied in preparing the accompanying financial statements. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2015 or 2014. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. As of December 31, 2015 and 2014, the Company had $ 315,040 537,238 Accounts receivable are carried at the original amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer's financial condition and credit history, as well as current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The allowance for doubtful accounts as of December 31, 2015 and 2014 was $ 29,824 . During 2012, the Company entered into a new accounts receivable factoring arrangement with a non-related third party financial institution (the “Factor”). Pursuant to the terms of the arrangement, the Company, from time to time, shall sell to the Factor certain of its accounts receivable balances on a recourse basis for credit approved accounts. The Factor remits 90 0.011806 4,180,834 1,824,376 The Company has accounted for its business acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805, Business Combinations The Company has intangible assets recorded as part of a business acquisition (see Note 6). Intangible assets with definite useful lives, representing customer relationships, are amortized over their estimated useful lives of 5 Long-lived assets, including intangibles, are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable. The evaluation requires that assets be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges) is less than the carrying value of the assets, the assets will be written down to their estimated fair value and such loss is recognized in income from continuing operations in the period in which the determination is made. The Company performed this impairment analysis of its intangible assets at December 31, 2015 and determined that the sum of the projected future cash flows was less than the carrying value of the intangible asset. Accordingly, the Company recorded an impairment charge of $ 640,733 Fair value is defined 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, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: • Level 1 Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: Quoted prices for similar assets or liabilities in active markets Quoted prices for identical or similar assets or liabilities in markets that are not active Inputs other than quoted prices that are observable for the asset or liability Inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company measured the fair value of its intangible assets using Level 3 inputs in estimating its future discounted cash flows to test for impairment as of December 31, 2015. The Company used an estimated discount rate of 10% which approximates the Company’s borrowing rate in performing the impairment test. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2015 and 2014 is the approximate fair value. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Historically, the Company has not experienced any losses on deposits. The Company’s policy is to maintain an allowance for doubtful accounts, if any, for estimated losses resulting from the inability of its customer to pay. However, if the financial condition of the Company’s customers were to deteriorate rapidly, resulting in nonpayment, the Company could be required to provide for additional allowances, which would decrease operating results in the period that such determination was made. The Company’s revenue is derived from providing temporary staffing services to its clients. The Company recognizes revenue in accordance with FASB ASC No. 605, Revenue Recognition The Company recognizes its revenue from temporary staffing services on a gross basis in accordance with the guidance in FASB ASC 605-45 which outlines various factors or indicators that assist in determining whether revenue should be recognized on a gross or a net basis. In connection with this guidance, the Company believes the gross basis is appropriate, as the Company is the primary obligor in its arrangements and is responsible for fulfilling the services being provided to the individual customers and for compensating the individual service providers, regardless of whether the customer accepts the work. Cost of revenue consists of wages, related payroll taxes, workers compensation, and employee benefits of the Company’s employees while they work on contract assignment as temporary staff of the Company’s customers. Basic income (loss) per share is computed by dividing the net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted income per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. There have been no common stock equivalents included in the diluted earnings per share computation for the years ended December 31, 2015 or 2014 as there were no common stock equivalents outstanding. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes ASC 740 also clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs: Contracts with Customers |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 4. GOING CONCERN The Company has an accumulated deficit of $ 770,443 640,733 The Company also has substantial expenses associated with being a public company. The Company anticipates that it will require approximately $ 700,000 1.0 The Company’s continuation as a going concern is dependent on management’s ability to develop profitable operations, and / or obtain additional financing from its shareholders and / or other third parties. In order to address the need to satisfy its continuing obligations and realize its long term strategy, management’s plans include continuing to fund operations with cash received from financing activities. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. PROPERTY AND EQUIPMENT December 31, December 31, 2015 2014 Furniture and equipment $ 5,658 $ 5,658 Vehicles 63,612 28,000 69,270 33,658 Less: accumulated depreciation 15,961 13,835 $ 53,309 $ 19,823 Depreciation expense for the years ended December 31, 2015 and 2014 amounted to $ 8,918 6,660 |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 6. ACQUISITION On February 11, 2014, the Company entered into an agreement to purchase the customer list of Loyalty Staffing Services, Inc. (“Loyalty”), a California corporation, for an aggregate purchase price of $ 1,444,363 100,000 400,000 55,637 500,000 2 500,000 The Company was in dispute with the seller of Loyalty, Nancy Esteban, concerning the terms of the cash portion and note payable portion of the payout in the original transaction described above. The Company reached a settlement with Ms. Esteban on June 24, 2015. In connection with the settlement agreement, the parties agreed to renegotiate the note payable from $500,000 to $ 425,000 250,000 Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value Intangible assets $ 1,465,867 Accounts payable (21,504) $ 1,444,363 Intangible assets acquired represented customer relationships which had an estimated useful life of 5 640,733 3 293,173 259,438 Year Ended December 31, 2016 $ 90,841 2017 90,841 2018 90,840 $ 272,522 The amount of Loyalty’s revenue and earnings included in the Company’s statement of operations for the year ended December 31, 2014. The pro forma information includes the effects of amortization of intangibles arising from the transaction, as well as interest expense from the note payable issued to the seller. Revenues Earnings (Loss) Actual from February 11, 2014 to December 31, 2014 $ 7,005,170 $ 225,426 2014 supplemental pro forma (unaudited) from January 1, 2014 to December 31, 2014 $ 18,922,592 $ 244,523 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 7. ACCRUED EXPENSES December 31, December 31, 2015 2014 Accrued payroll expenses $ 590,411 $ 430,326 Other accrued operating expenses 185,056 99,013 Accrued interest 5,396 5,396 $ 780,863 $ 534,735 |
NOTES RECEIVABLE - RELATED PART
NOTES RECEIVABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Notes Receivable [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | The Company issued a series of unsecured notes receivables due from an officer of the Company totaling $ 98,918 8,388 38,500 6 33,418 19,500 7,500 38,500 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. SHAREHOLDERS’ EQUITY The Company is authorized to issue 100,000,000 20,000,000 7,500,000 During the year ended December 31, 2014, the Company issued 500,000 Each of the Company’s five officers are eligible for restricted stock option grants for meeting revenue growth goals. Starting with the 12 months ending July 1, 2016, for each $5 million in new incremental annual revenue generated (through internal growth, acquisition, and/or merger), each of the officers will be eligible for an option grant of 100,000 options for each additional $5 million generated annually. The options would have an exercise price of $0.05 per share and are exercisable at the end of each measured periods. |
NOTES PAYABLE - RELATED PARTY
NOTES PAYABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable, Other Payables [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | During 2012, the Company obtained unsecured promissory notes payable from one of its shareholders on various dates between March 2012 and December 2012. The total aggregate amounts outstanding amounted to $ 0 4,509 6 |
NOTES PAYABLE - ACQUISITION
NOTES PAYABLE - ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 11. NOTES PAYABLE ACQUISITION December 31, December 31, 2015 2014 Cash payments due to the seller of Loyalty, $50,000 due within 5 days and $50,000 within 60 days of the UCC and personal guarantee releases. $ - $ 100,000 Promissory Note due to seller - Payable in four payments of $75,000 every 6 months after the closing date, with a remaining and final payment of $100,000 made at 30 months from the closing date. The note bears no interest and can be converted into shares of the company's common stock at any time at $2 per share. The Company was in default under the terms of the note due to a dispute with the debt holder, and the terms were in the process of being renegotiated. Until a settlement was reached, the outstanding balances on the note were presented as current liabilities. The settlement agreement was reached with the seller effective on June 24, 2015 (see below). - 400,000 Settlement Agreement Payable to seller - Payable in 30 monthly installments of $10,000 beginning August 15, 2015 through January 15, 2018. The amounts are non-interest bearing and are no longer convertible into common stock. 250,000 - $ 250,000 $ 500,000 Discount on notes payable (12,214) (25,163) Notes payable, net $ 237,786 $ 474,837 Less: current portion of notes payable 107,786 474,837 Notes payable, net of current portion $ 130,000 $ - Year Ended December 31, 2016 $ 120,000 2017 120,000 2018 10,000 $ 250,000 As the note payable from the acquisition of Loyalty has no stated interest, the Company has imputed total interest of $ 55,637 10 12,949 30,474 12,214 25,163 |
CAR LOAN PAYABLE
CAR LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | 12. CAR LOAN PAYABLE In August 2015, the Company purchased a vehicle for business purposes for an aggregate price of $ 49,612 37,612 72 13 36,228 Year Ended December 31, 2016 $ 4,623 2017 5,242 2018 5,972 2019 6,804 2020 7,751 Thereafter 5,836 Total $ 36,228 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 13. INCOME TAXES 2015 2014 Current Federal $ 89,741 $ 52,529 State 21,261 14,147 Total current 111,102 66,676 Deferred Federal - - State - - Total deferred - - Total $ 111,102 $ 66,676 2015 2014 State income taxes $ 9,282 $ 3,837 Depreciation and amortization 420,509 72,072 Total, net 429,791 75,909 Valuation allowance (429,791) (75,909) Deferred tax assets, net $ - $ - At December 31, 2015, the Company had utilized its Federal and State net operating loss carryforwards ("NOL") available to offset future taxable income. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. Management considers many factors when assessing the likelihood of future realization of the Company's deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. At December 31, 2015 and 2014, based on the weight of available evidence, management determined that it was unlikely that the Company's deferred tax assets would be realized and have provided for a full valuation allowance associated with the net deferred tax assets. The Company periodically analyzes its tax positions taken and expected to be taken and has determined that since inception there has been no need to record a liability for uncertain tax positions. The Company classifies income tax penalties and interest, if any, as part of selling, general and administrative expenses in the accompanying statements of operations. There was no accrued interest or penalties as of December 31, 2015 or 2014. The Company is neither under examination by any taxing authority, nor has it been notified of any impending examination. The Company's tax years for its Federal and State jurisdictions which are currently open for examination are the years of 2011 - 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 14. COMMITMENTS AND CONTINGENCIES Leases The Company leases its office locations located in Torrance, California and Phoenix, Arizona under operating leases on a month-to-month basis at monthly rates ranging from $ 737 3,211 Year Ended December 31, 2016 $ 31,152 2017 31,152 2018 5,476 Total $ 67,780 Litigation During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management is not aware of any outstanding litigation which would have a significant impact on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2015 or 2014. The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. As of December 31, 2015 and 2014, the Company had $ 315,040 537,238 |
Receivables, Policy [Policy Text Block] | Accounts Receivable and Factoring Accounts receivable are carried at the original amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer's financial condition and credit history, as well as current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The allowance for doubtful accounts as of December 31, 2015 and 2014 was $ 29,824 . During 2012, the Company entered into a new accounts receivable factoring arrangement with a non-related third party financial institution (the “Factor”). Pursuant to the terms of the arrangement, the Company, from time to time, shall sell to the Factor certain of its accounts receivable balances on a recourse basis for credit approved accounts. The Factor remits 90 0.011806 4,180,834 1,824,376 |
Business Combinations Policy [Policy Text Block] | Business Acquisitions The Company has accounted for its business acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805, Business Combinations |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets The Company has intangible assets recorded as part of a business acquisition (see Note 6). Intangible assets with definite useful lives, representing customer relationships, are amortized over their estimated useful lives of 5 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets, including intangibles, are evaluated for impairment whenever events or changes in circumstances have indicated that an asset may not be recoverable. The evaluation requires that assets be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest charges) is less than the carrying value of the assets, the assets will be written down to their estimated fair value and such loss is recognized in income from continuing operations in the period in which the determination is made. The Company performed this impairment analysis of its intangible assets at December 31, 2015 and determined that the sum of the projected future cash flows was less than the carrying value of the intangible asset. Accordingly, the Company recorded an impairment charge of $ 640,733 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair value is defined 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, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: • Level 1 Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: Quoted prices for similar assets or liabilities in active markets Quoted prices for identical or similar assets or liabilities in markets that are not active Inputs other than quoted prices that are observable for the asset or liability Inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company measured the fair value of its intangible assets using Level 3 inputs in estimating its future discounted cash flows to test for impairment as of December 31, 2015. The Company used an estimated discount rate of 10% which approximates the Company’s borrowing rate in performing the impairment test. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2015 and 2014 is the approximate fair value. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Historically, the Company has not experienced any losses on deposits. The Company’s policy is to maintain an allowance for doubtful accounts, if any, for estimated losses resulting from the inability of its customer to pay. However, if the financial condition of the Company’s customers were to deteriorate rapidly, resulting in nonpayment, the Company could be required to provide for additional allowances, which would decrease operating results in the period that such determination was made. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company’s revenue is derived from providing temporary staffing services to its clients. The Company recognizes revenue in accordance with FASB ASC No. 605, Revenue Recognition The Company recognizes its revenue from temporary staffing services on a gross basis in accordance with the guidance in FASB ASC 605-45 which outlines various factors or indicators that assist in determining whether revenue should be recognized on a gross or a net basis. In connection with this guidance, the Company believes the gross basis is appropriate, as the Company is the primary obligor in its arrangements and is responsible for fulfilling the services being provided to the individual customers and for compensating the individual service providers, regardless of whether the customer accepts the work. |
Cost of Sales, Policy [Policy Text Block] | Cost of Revenue Cost of revenue consists of wages, related payroll taxes, workers compensation, and employee benefits of the Company’s employees while they work on contract assignment as temporary staff of the Company’s customers. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted income per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. There have been no common stock equivalents included in the diluted earnings per share computation for the years ended December 31, 2015 or 2014 as there were no common stock equivalents outstanding. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes ASC 740 also clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs: Contracts with Customers |
PROPERTY AND EQUIPMENT (Table)
PROPERTY AND EQUIPMENT (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2015 2014 Furniture and equipment $ 5,658 $ 5,658 Vehicles 63,612 28,000 69,270 33,658 Less: accumulated depreciation 15,961 13,835 $ 53,309 $ 19,823 |
ACQUISITION (Table)
ACQUISITION (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The purchase price allocation was allocated as follows: Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value Intangible assets $ 1,465,867 Accounts payable (21,504) $ 1,444,363 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization expense for intangible assets for the year ended December 31, 2015 and 2014 amounted to $ 293,173 259,438 Year Ended December 31, 2016 $ 90,841 2017 90,841 2018 90,840 $ 272,522 |
Business Acquisition, Pro Forma Information [Table Text Block] | The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates. Revenues Earnings (Loss) Actual from February 11, 2014 to December 31, 2014 $ 7,005,170 $ 225,426 2014 supplemental pro forma (unaudited) from January 1, 2014 to December 31, 2014 $ 18,922,592 $ 244,523 |
ACCRUED EXPENSES (Table)
ACCRUED EXPENSES (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, December 31, 2015 2014 Accrued payroll expenses $ 590,411 $ 430,326 Other accrued operating expenses 185,056 99,013 Accrued interest 5,396 5,396 $ 780,863 $ 534,735 |
NOTES PAYABLE - ACQUISITION (Ta
NOTES PAYABLE - ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule Of Debt Disclosure [Line Items] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Expected future maturity of the car loan payable is as follows for each of the years ended December 31. Year Ended December 31, 2016 $ 4,623 2017 5,242 2018 5,972 2019 6,804 2020 7,751 Thereafter 5,836 Total $ 36,228 |
Loyalty Staffing Services Inc. [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Schedule of Debt [Table Text Block] | Notes payable resulting from the acquisition of Loyalty consisted of the following. December 31, December 31, 2015 2014 Cash payments due to the seller of Loyalty, $50,000 due within 5 days and $50,000 within 60 days of the UCC and personal guarantee releases. $ - $ 100,000 Promissory Note due to seller - Payable in four payments of $75,000 every 6 months after the closing date, with a remaining and final payment of $100,000 made at 30 months from the closing date. The note bears no interest and can be converted into shares of the company's common stock at any time at $2 per share. The Company was in default under the terms of the note due to a dispute with the debt holder, and the terms were in the process of being renegotiated. Until a settlement was reached, the outstanding balances on the note were presented as current liabilities. The settlement agreement was reached with the seller effective on June 24, 2015 (see below). - 400,000 Settlement Agreement Payable to seller - Payable in 30 monthly installments of $10,000 beginning August 15, 2015 through January 15, 2018. The amounts are non-interest bearing and are no longer convertible into common stock. 250,000 - $ 250,000 $ 500,000 Discount on notes payable (12,214) (25,163) Notes payable, net $ 237,786 $ 474,837 Less: current portion of notes payable 107,786 474,837 Notes payable, net of current portion $ 130,000 $ - |
Schedule of Maturities of Long-term Debt [Table Text Block] | Expected future maturity of long-term debt is as follows for each of the years ended December 31. Year Ended December 31, 2016 $ 120,000 2017 120,000 2018 10,000 $ 250,000 |
CAR LOAN PAYABLE (Tables)
CAR LOAN PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Expected future maturity of the car loan payable is as follows for each of the years ended December 31. Year Ended December 31, 2016 $ 4,623 2017 5,242 2018 5,972 2019 6,804 2020 7,751 Thereafter 5,836 Total $ 36,228 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of the provision for income taxes are summarized as follows for the years ended December 31: 2015 2014 Current Federal $ 89,741 $ 52,529 State 21,261 14,147 Total current 111,102 66,676 Deferred Federal - - State - - Total deferred - - Total $ 111,102 $ 66,676 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of deferred income tax assets and liabilities are as follows: 2015 2014 State income taxes $ 9,282 $ 3,837 Depreciation and amortization 420,509 72,072 Total, net 429,791 75,909 Valuation allowance (429,791) (75,909) Deferred tax assets, net $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following summarizes the amounts due in future periods under non-cancellable operating leases. Year Ended December 31, 2016 $ 31,152 2017 31,152 2018 5,476 Total $ 67,780 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | ||
Cash | 565,040 | 787,238 | $ 54,043 | |
Allowance for Doubtful Accounts Receivable | 29,824 | 29,824 | ||
Percentage of Accounts Receivable Remitted by Factor | 90.00% | |||
Percentage of Administrative Fee Per Diem | 0.015% | |||
Factoring Arrangement Interest Rate Per Day | 0.01181% | |||
Accounts Receivable Factored | 4,180,834 | 1,824,376 | ||
Impairment of intangible assets | $ 640,733 | $ 0 | ||
Fair Value Inputs, Discount Rate | 10.00% | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Retained Earnings (Accumulated Deficit), Total | $ (770,443) | $ (131,588) |
Impairment of Intangible Assets, Finite-lived | 640,733 | $ 0 |
Minimum [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Amount required to establish and fund its factoring facility | 700,000 | |
Maximum [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Amount required to establish and fund its factoring facility | $ 1,000,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | $ 69,270 | $ 33,658 |
Less: accumulated depreciation | 15,961 | 13,835 |
Property, Plant and Equipment, Net, Total | 53,309 | 19,823 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | 5,658 | 5,658 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
PropertyPlantAndEquipmentGross | $ 63,612 | $ 28,000 |
PROPERTY AND EQUIPMENT (Detai32
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation | $ 8,918 | $ 6,660 |
ACQUISITION (Details)
ACQUISITION (Details) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 1,465,867 |
Accounts payable | (21,504) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 1,444,363 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
2,016 | $ 90,841 |
2,017 | 90,841 |
2,018 | 90,840 |
Finite-Lived Intangible Assets, Net, Total | $ 272,522 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Revenues | $ 7,005,170 | $ 18,922,592 |
Earnings (Loss) | $ 225,426 | $ 244,523 |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) - USD ($) | Feb. 11, 2014 | Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 24, 2015 |
Business Combination, Consideration Transferred, Total | $ 1,444,363 | ||||
Business Combination Consideration Transferred 1 Cash Payable | 100,000 | ||||
Notes Payable, Total | 400,000 | $ 250,000 | $ 425,000 | ||
Business Combination Consideration Transferred 1 Amount Due | $ 500,000 | ||||
Impairment of Intangible Assets, Finite-lived | 640,733 | $ 0 | |||
Amortization of Intangible Assets | $ 293,173 | $ 259,438 | |||
Finite Lived Intangible Asset Remaining Estimated Useful Life | 3 years | ||||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Common Stock [Member] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 500,000 | ||||
Shares Issued, Price Per Share | $ 2 | ||||
Notes Payable, Other Payables [Member] | |||||
Notes Payable with Imputed Interest, Discount | $ 55,637 | ||||
Debt Instrument, Payment Terms | 1) $50,000 of the purchase price would be paid within five days of the release of certain Uniform Commercial Code liens and personal guarantees, 2) an additional $50,000 would be paid sixty days from the date of such release, 3) the Company executed a promissory note to the seller for $400,000, payable in four installments of $75,000 every six months after the closing date of the agreement, with a remaining and final payment of $100,000 payable 30 months after the closing date. | $125,000 is due upon signing of the agreement, and the remaining $300,000 is payable in 30 monthly installments of $10,000 starting in August 2015 through February 2018. The Company paid $125,000 in June 2015, and began paying the monthly installments of $10,000 beginning in August 2015 in connection with the agreement. |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Accrued Expenses [Line Items] | ||
Accrued payroll expenses | $ 590,411 | $ 430,326 |
Other accrued operating expenses | 185,056 | 99,013 |
Accrued interest | 5,396 | 5,396 |
Accrued Liabilities, Current | $ 780,863 | $ 534,735 |
NOTES RECEIVABLE - RELATED PA38
NOTES RECEIVABLE - RELATED PARTY (Details Textual) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Notes Receivable, Related Parties | $ 98,918 | $ 8,388 | ||||
Notes Receivable Related Parties Interest Bearing | $ 38,500 | |||||
Related Party Transaction, Rate | 6.00% | |||||
Scenario, Forecast [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from Related Parties | $ 38,500 | $ 7,500 | $ 19,500 | $ 33,418 |
SHAREHOLDERS' EQUITY (Details T
SHAREHOLDERS' EQUITY (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 7,500,000 | 7,500,000 |
Common Stock, Shares, Outstanding | 7,500,000 | 7,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Loyalty Staffing Services Inc. [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 500,000 | |
Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Starting with the 12 months ending July 1, 2016, for each $5 million in new incremental annual revenue generated (through internal growth, acquisition, and/or merger), each of the officers will be eligible for an option grant of 100,000 options for each additional $5 million generated annually. The options would have an exercise price of $0.05 per share and are exercisable at the end of each measured periods. | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 |
NOTES PAYABLE - RELATED PARTY (
NOTES PAYABLE - RELATED PARTY (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties, Current | $ 0 | $ 4,509 |
Related Party Transaction, Rate | 6.00% |
NOTES PAYABLE - ACQUISITION (De
NOTES PAYABLE - ACQUISITION (Details) - USD ($) | Dec. 31, 2015 | Jun. 24, 2015 | Dec. 31, 2014 | Feb. 11, 2014 |
Schedule Of Debt Disclosure [Line Items] | ||||
Notes payable, net | $ 250,000 | $ 425,000 | $ 400,000 | |
Less: current portion of notes payable | 107,786 | $ 474,837 | ||
Notes payable, net of current portion | 130,000 | 0 | ||
Loyalty Staffing Services Inc. [Member] | ||||
Schedule Of Debt Disclosure [Line Items] | ||||
Long-term Debt, Gross | 250,000 | 500,000 | ||
Discount on notes payable | (12,214) | (25,163) | ||
Notes payable, net | 237,786 | 474,837 | ||
Less: current portion of notes payable | 107,786 | 474,837 | ||
Notes payable, net of current portion | 130,000 | 0 | ||
Loyalty Staffing Services Inc. [Member] | Cash Payment Due To Seller [Member] | ||||
Schedule Of Debt Disclosure [Line Items] | ||||
Long-term Debt, Gross | 0 | 100,000 | ||
Loyalty Staffing Services Inc. [Member] | Promissory Note Due to Seller [Member] | ||||
Schedule Of Debt Disclosure [Line Items] | ||||
Long-term Debt, Gross | 0 | 400,000 | ||
Loyalty Staffing Services Inc. [Member] | Settlement Agreement Payable to Seller [Member] | ||||
Schedule Of Debt Disclosure [Line Items] | ||||
Long-term Debt, Gross | $ 250,000 | $ 0 |
NOTES PAYABLE - ACQUISITION (42
NOTES PAYABLE - ACQUISITION (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Promissory Note Due to Seller [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2 |
Settlement Agreement Payable to Seller [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Debt Instrument, Periodic Payment, Total | $ 10,000 |
Debt Instrument, Maturity Date | Jan. 15, 2018 |
Due Within 5 Days [Member] | Cash Payment Due To Seller [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Long-term Debt, Gross | $ 50,000 |
Due Within 60 Days [Member] | Cash Payment Due To Seller [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Long-term Debt, Gross | 50,000 |
Every 6 Months After Closing Date [Member] | Promissory Note Due to Seller [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Long-term Debt, Gross | 75,000 |
30 Months From Closing Date [Member] | Promissory Note Due to Seller [Member] | |
Schedule Of Debt Disclosure [Line Items] | |
Long-term Debt, Gross | $ 100,000 |
NOTES PAYABLE - ACQUISITION (43
NOTES PAYABLE - ACQUISITION (Details 1) - Loyalty Staffing Services Inc. [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Maturities Of Long Term Debt [Line Items] | ||
2,016 | $ 120,000 | |
2,017 | 120,000 | |
2,018 | 10,000 | |
Long-term Debt, Gross | $ 250,000 | $ 500,000 |
NOTES PAYABLE - ACQUISITION (44
NOTES PAYABLE - ACQUISITION (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Debt Disclosure [Line Items] | ||
Amortization of Debt Discount (Premium) | $ 12,949 | $ 30,474 |
Loyalty Staffing Services Inc. [Member] | ||
Schedule Of Debt Disclosure [Line Items] | ||
Notes Payable with Imputed Interest, Discount | $ 55,637 | |
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |
Amortization of Debt Discount (Premium) | $ 12,949 | 30,474 |
Debt Instrument, Unamortized Discount | $ (12,214) | $ (25,163) |
CAR LOAN PAYABLE (Details)
CAR LOAN PAYABLE (Details) - Car Loan Payable [Member] | Dec. 31, 2015USD ($) |
Short-term Debt [Line Items] | |
2,016 | $ 4,623 |
2,017 | 5,242 |
2,018 | 5,972 |
2,019 | 6,804 |
2,020 | 7,751 |
Thereafter | 5,836 |
Total | $ 36,228 |
CAR LOAN PAYABLE (Details Textu
CAR LOAN PAYABLE (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | $ 49,612 | $ 0 |
Car Loan Payable [Member] | ||
Short-term Debt [Line Items] | ||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | 49,612 | |
Debt Instrument, Face Amount | $ 37,612 | |
Debt Instrument, Term | 72 months | |
Debt Instrument, Interest Rate, Effective Percentage | 13.00% | |
Other Loans Payable, Total | $ 36,228 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current | ||
Federal | $ 89,741 | $ 52,529 |
State | 21,261 | 14,147 |
Total current | 111,102 | 66,676 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred | 0 | 0 |
Total | $ 111,102 | $ 66,676 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Contingency [Line Items] | ||
State income taxes | $ 9,282 | $ 3,837 |
Depreciation and amortization | 420,509 | 72,072 |
Total, net | 429,791 | 75,909 |
Valuation allowance | (429,791) | (75,909) |
Deferred tax assets, net | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES49
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2015USD ($) |
Commitments And Contingencies [Line Items] | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 31,152 |
Operating Leases, Future Minimum Payments, Due in Two Years | 31,152 |
Operating Leases, Future Minimum Payments, Due in Three Years | 5,476 |
Operating Leases, Future Minimum Payments Due, Total | $ 67,780 |
COMMITMENTS AND CONTINGENCIES50
COMMITMENTS AND CONTINGENCIES (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Lease Expiration Term | 2018-01 |
Maximum [Member] | |
Operating Leases, Rent Expense | $ 3,211 |
Minimum [Member] | |
Operating Leases, Rent Expense | $ 737 |