FIRST RATE STAFFING (FRSI) 10-Q 21 Nov 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Registrant Name	FIRST RATE STAFFING Corp
Entity Central Index Key	1,522,215
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	FRSI
Entity Common Stock, Shares Outstanding		7,500,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash	$ 90,924	$ 565,040
Accounts receivable, net	786,657	733,009
Total current assets	877,581	1,298,049
Property and equipment, net	43,025	53,309
Intangible assets, net	204,392	272,522
Notes receivable - related party	97,418	98,918
Deposit and other assets	132,640	7,640
Total assets	1,355,056	1,730,438
Current liabilities
Accounts payable	69,905	355,452
Accrued expenses	1,277,874	780,863
Car loan payable, current portion	5,376	4,623
Notes payable - current portion, net of discount	112,244	107,786
Total current liabilities	1,465,399	1,248,724
Car loan payable, net of current portion	27,738	31,605
Notes payable, net of current portion	40,000	130,000
Total liabilities	1,533,137	1,410,329
Commitments and contingencies
Stockholders' equity (deficit)
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 September 30, 2016 (unaudited) and December 31, 2015	750	750
Additional paid-in capital	1,089,802	1,089,802
Accumulated deficit	(1,268,633)	(770,443)
Total stockholders' equity (deficit)	(178,081)	320,109
Total liabilities and stockholders' equity (deficit)	$ 1,355,056	$ 1,730,438

BALANCE SHEETS _Parenthetical_

BALANCE SHEETS [Parenthetical] - $ / shares	Sep. 30, 2016	Dec. 31, 2015
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, authorized	7,500,000	7,500,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues	$ 7,594,648	$ 8,904,327	$ 20,911,704	$ 21,770,957
Cost of revenues	6,913,670	7,910,070	19,062,208	19,749,396
Gross profit	680,978	994,257	1,849,496	2,021,561
General and administrative expenses	746,760	723,302	2,143,329	1,876,634
Income (loss) from operations	(65,782)	270,955	(293,833)	144,927
Gain on sale of property and equipment	0	0	0	5,292
Gain on settlement agreement	0	0	0	75,000
Interest and other expense, net	(69,740)	(66,965)	(204,357)	(181,420)
Income (loss) before income tax	(135,522)	203,990	(498,190)	43,799
Income tax expense	0	0	0	0
Net income (loss)	$ (135,522)	$ 203,990	$ (498,190)	$ 43,799
Net income (loss) per share:
Basic and diluted	$ (0.02)	$ 0.03	$ (0.07)	$ 0.01
Weighted average shares outstanding:
Basic and diluted	7,500,000	7,500,000	7,500,000	7,500,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating activities
Net income (loss)	$ (498,190)	$ 43,799
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense	78,414	225,353
Provision for bad debt	38,605	30,127
Amortization of discount on note payable	4,458	11,463
Gain on sale of property and equipment	0	(5,292)
Gain on settlement agreement	0	(75,000)
Changes in operating assets and liabilities:
Accounts receivable	(92,253)	(301,697)
Deposits and other assets	(125,000)	(1,440)
Accounts payable	(285,547)	(163,039)
Accrued expenses	497,011	214,019
Net cash used in operating activities	(382,502)	(21,707)
Investing activities
Notes receivable - related party (borrowing) collections	1,500	(64,030)
Procees from sale of property and equipment	0	12,500
Net cash provided by (used in) investing activities	1,500	(51,530)
Financing activities
Payments on note payable	(90,000)	(145,000)
Payments on car loan payable	(3,114)	(346)
Payments on note payable - related party, net	0	(2,118)
Net cash used in financing activities	(93,114)	(147,464)
Net change in cash	(474,116)	(220,701)
Cash, beginning of the year	565,040	787,238
Cash, end of year	90,924	566,537
Supplemental disclosure of cash flow information:
Interest paid	8,229	2,332
Incone taxes paid	0	0
Supplemental disclosures of non-cash investing and financing transactions:
Acquisition of property and equipment through loan	$ 0	$ 49,612

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	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	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Accounting [Text Block]	2. BASIS OF PRESENTATION The accompanying balance sheet as of December 31, 2015, which has been derived from the Company’s audited financial statements as of that date, and the unaudited financial information of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015, has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the entire year. Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission (“SEC”). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 30, 2016.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2016
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 original maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2016 and December 31, 2015. 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. 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 was $ 29,824 The Company entered into an 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 0.015 0.011806 2,746,254 4,180,834 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 did not measure any financial instruments on a recurring basis using significantly unobservable inputs (Level 3) as of September 30, 2016. 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 income in the period that such determination was made. Property and equipment is presented at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation and amortization applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the statements of operations Equipment are recorded at cost and depreciated using the straight-line method over an estimated useful life of 5 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 being amortized over their remaining estimated useful lives of 3 years using the straight-line method, which represents the economic benefit pattern of the intangible 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’s management currently believes there is no impairment of its long-lived assets as of September 30, 2016 and December 31, 2015. There can be no assurance, however, that market conditions will not change or demand for the Company’s business model will continue. Either of these could result in future impairment of long-lived assets. The Company’s revenue is derived from providing temporary staffing services to its clients. The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 loss per share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. The Company had no common stock equivalents outstanding for the nine months ended September 30, 2016 and 2015. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company evaluates the accounting for uncertainty in income tax recognized in its financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued for any such uncertain tax positions as of September 30, 2016 or December 31, 2015. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on determining management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The guidance in ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 with early application permitted. Management is in the process of assessing the impact of ASU 2014-15 on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires that lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU No. 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The standard will take effect for fiscal years and interim periods within those fiscal years beginning after December 15, 2018 with earlier adoption permitted. The Company is assessing the impact of adopting ASU No. 2016-02 on our financial statements. In March 2016, the FASB issued ASU No. 2016-09 ("ASU 2016-09"), Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2016
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 $ 1,268,633 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	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of September 30, 2016 and December 31, 2015. September 30, December 31, 2016 2015 (Unaudited) Furniture and equipment $ 5,658 $ 5,658 Vehicles 63,612 63,612 69,270 69,270 Less: accumulated depreciation 26,245 15,961 $ 43,025 $ 53,309 Depreciation expense for the three months ended September 30, 2016 and 2015 amounted to $ 3,409 1,665 10,284

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2016
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 reduce the total note payable portion of the purchase price from $500,000 to $ 425,000 160,000 Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were based on valuations using the income approach. 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 3 Amortization expense for intangible assets for the three months ended September 30, 2016 and 2015 amounted to $ 22,710 73,293 68,130 219,880 640,733 Year Ended December 31, 2016 (remainder of) $ 22,711 2017 90,841 2018 90,840 $ 204,392

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2016
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block]	7. ACCRUED EXPENSES Accrued expenses consisted of the following as of September 30, 2016 and December 31, 2015. September 30, December 31, 2016 2015 (Unaudited) Accrued payroll expenses $ 1,171,285 $ 590,411 Other accrued operating expenses 101,193 185,056 Accrued interest 5,396 5,396 $ 1,277,874 $ 780,863

NOTES RECEIVABLE - RELATED PART

NOTES RECEIVABLE - RELATED PARTY	9 Months Ended
	Sep. 30, 2016
Notes Receivable [Member]
Related Party Transaction [Line Items]
Related Party Transactions Disclosure [Text Block]	8. NOTES RECEIVABLE – RELATED PARTY The Company issued a series of unsecured notes receivables due from an officer of the Company totaling $ 97,418 38,500 6 31,918 19,500 7,500 38,500

NOTES PAYABLE - ACQUISITION

NOTES PAYABLE - ACQUISITION	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Long-term Debt [Text Block]	9. NOTES PAYABLE – ACQUISITION September 30, December 31, 2016 2015 (Unaudited) Settment 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. $ 160,000 $ 250,000 Discount on notes payable (7,756) (12,214) Notes payable, net 152,244 237,786 Less: current portion of notes payable 112,244 107,786 Notes payable, net of curent portion $ 40,000 $ 130,000 Year Ended December 31, 2016 (remainder of) $ 30,000 2017 120,000 2018 10,000 $ 160,000 As the note payable from the acquisition of Loyalty has no stated interest, the Company has imputed total interest of $ 55,637 10 1,486 1,486 4,458 11,463 7,756

CAR LOAN PAYABLE

CAR LOAN PAYABLE	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Short-term Debt [Text Block]	10. 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 33,114 December 31, 2016 (remainder of) $ 1,509 2017 5,242 2018 5,972 2019 6,804 2020 7,751 Thereafter 5,836 Total $ 33,114

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	11. COMMITMENTS AND CONTINGENCIES Leases The Company leases its office location located in Phoenix, Arizona under an operating lease on a month-to-month basis at a monthly rate of $ 737 December 2018 Year Ended December 31, 2016 (remainder of) $ 14,838 2017 59,352 2018 33,676 Total $ 107,866 Contingencies The Company has determined it is eligible for reimbursement of certain costs under its workers’ compensation insurance policy that ran through May 2016. The Company is currently working with its insurance carrier to determine the final recovery amount. No amounts have been recorded in the accompanying financial statements related to the reimbursement as of September 30, 2016. The Company will record the reimbursement amount once the final amount is known and all contingencies have been resolved.

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2016
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 original maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2016 and December 31, 2015. 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.
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 was $ 29,824 The Company entered into an 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 0.015 0.011806 2,746,254 4,180,834
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 did not measure any financial instruments on a recurring basis using significantly unobservable inputs (Level 3) as of September 30, 2016.
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 income in the period that such determination was made.
Property, Plant and Equipment, Policy [Policy Text Block]	Property and Equipment Property and equipment is presented at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation and amortization applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the statements of operations Equipment are recorded at cost and depreciated using the straight-line method over an estimated useful life of 5
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 being amortized over their remaining estimated useful lives of 3 years using the straight-line method, which represents the economic benefit pattern of the intangible assets.
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’s management currently believes there is no impairment of its long-lived assets as of September 30, 2016 and December 31, 2015. There can be no assurance, however, that market conditions will not change or demand for the Company’s business model will continue. Either of these could result in future impairment of long-lived assets.
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 Loss Per Share Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. The Company had no common stock equivalents outstanding for the nine months ended September 30, 2016 and 2015.
Income Tax, Policy [Policy Text Block]	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company evaluates the accounting for uncertainty in income tax recognized in its financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued for any such uncertain tax positions as of September 30, 2016 or December 31, 2015.
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). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on determining management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The guidance in ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 with early application permitted. Management is in the process of assessing the impact of ASU 2014-15 on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires that lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU No. 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The standard will take effect for fiscal years and interim periods within those fiscal years beginning after December 15, 2018 with earlier adoption permitted. The Company is assessing the impact of adopting ASU No. 2016-02 on our financial statements. In March 2016, the FASB issued ASU No. 2016-09 ("ASU 2016-09"), Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following as of September 30, 2016 and December 31, 2015. September 30, December 31, 2016 2015 (Unaudited) Furniture and equipment $ 5,658 $ 5,658 Vehicles 63,612 63,612 69,270 69,270 Less: accumulated depreciation 26,245 15,961 $ 43,025 $ 53,309

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2016
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]	Estimated future amortization of intangible assets, after taking into account the impairment loss of $ 640,733 Year Ended December 31, 2016 (remainder of) $ 22,711 2017 90,841 2018 90,840 $ 204,392

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2016
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities [Table Text Block]	Accrued expenses consisted of the following as of September 30, 2016 and December 31, 2015. September 30, December 31, 2016 2015 (Unaudited) Accrued payroll expenses $ 1,171,285 $ 590,411 Other accrued operating expenses 101,193 185,056 Accrued interest 5,396 5,396 $ 1,277,874 $ 780,863

NOTES PAYABLE - ACQUISITION (Ta

NOTES PAYABLE - ACQUISITION (Tables) - Loyalty Staffing Services Inc. [Member]	9 Months Ended
	Sep. 30, 2016
Schedule Of Debt Disclosure [Line Items]
Schedule of Debt [Table Text Block]	Notes payable resulting from the acquisition of Loyalty consisted of the following. September 30, December 31, 2016 2015 (Unaudited) Settment 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. $ 160,000 $ 250,000 Discount on notes payable (7,756) (12,214) Notes payable, net 152,244 237,786 Less: current portion of notes payable 112,244 107,786 Notes payable, net of curent portion $ 40,000 $ 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 (remainder of) $ 30,000 2017 120,000 2018 10,000 $ 160,000

CAR LOAN PAYABLE (Tables)

CAR LOAN PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2016
Car Loan [Member]
Short-term Debt [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. December 31, 2016 (remainder of) $ 1,509 2017 5,242 2018 5,972 2019 6,804 2020 7,751 Thereafter 5,836 Total $ 33,114

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2016
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 (remainder of) $ 14,838 2017 59,352 2018 33,676 Total $ 107,866

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
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	$ 2,746,254	$ 4,180,834
Finite-Lived Intangible Asset, Useful Life	5 years
Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life	3 years

GOING CONCERN (Details Textual)

GOING CONCERN (Details Textual) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Retained Earnings (Accumulated Deficit), Total	$ (1,268,633)	$ (770,443)
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 ($)	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Total	$ 69,270	$ 69,270
Less: accumulated depreciation	26,245	15,961
Property, Plant and Equipment, Net	43,025	53,309
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Total	5,658	5,658
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross, Total	$ 63,612	$ 63,612

PROPERTY AND EQUIPMENT (Detai27

PROPERTY AND EQUIPMENT (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Depreciation	$ 3,409	$ 1,665	$ 10,284	$ 4,995

ACQUISITION (Details)

ACQUISITION (Details)	Sep. 30, 2016USD ($)
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]
2016 (remainder of)	$ 22,711
2,017	90,841
2,018	90,840
Finite-Lived Intangible Assets, Net, Total	$ 204,392

ACQUISITION (Details Textual)

ACQUISITION (Details Textual) - USD ($)	Feb. 11, 2014	Jun. 24, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Business Combination, Consideration Transferred, Total	$ 1,444,363
Business Combination Consideration Transferred 1 Cash Payable	100,000
Notes Payable, Total	400,000	$ 425,000	$ 160,000		$ 160,000
Business Combination Consideration Transferred 1 Amount Due	$ 500,000
Impairment of Intangible Assets, Finite-lived							$ 640,733
Amortization of Intangible Assets			$ 22,710	$ 73,293	$ 68,130	$ 219,880
Finite Lived Intangible Asset Remaining Estimated Useful Life							5 years
Customer Relationships [Member]
Finite Lived Intangible Asset Remaining Estimated Useful Life							3 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.

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Schedule Of Accrued Expenses [Line Items]
Accrued payroll expenses	$ 1,171,285	$ 590,411
Other accrued operating expenses	101,193	185,056
Accrued interest	5,396	5,396
Accrued Liabilities, Current	$ 1,277,874	$ 780,863

NOTES RECEIVABLE - RELATED PA32

NOTES RECEIVABLE - RELATED PARTY (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2015
Related Party Transaction [Line Items]
Notes Receivable, Related Parties	$ 97,418					$ 98,918
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	$ 31,918

NOTES PAYABLE - ACQUISITION (De

NOTES PAYABLE - ACQUISITION (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Schedule Of Debt Disclosure [Line Items]
Less: current portion of notes payable	$ 112,244	$ 107,786
Notes payable, net of current portion	40,000	130,000
Loyalty Staffing Services Inc. [Member]
Schedule Of Debt Disclosure [Line Items]
Long-term Debt, Gross	160,000
Discount on notes payable	(7,756)	(12,214)
Notes payable, net	152,244	237,786
Less: current portion of notes payable	112,244	107,786
Notes payable, net of current portion	40,000	130,000
Loyalty Staffing Services Inc. [Member] | Settlement Agreement Payable to Seller [Member]
Schedule Of Debt Disclosure [Line Items]
Long-term Debt, Gross	$ 160,000	$ 250,000

NOTES PAYABLE - ACQUISITION (34

NOTES PAYABLE - ACQUISITION (Details) (Parenthetical) - Settlement Agreement Payable to Seller [Member]	9 Months Ended
	Sep. 30, 2016USD ($)
Schedule Of Debt Disclosure [Line Items]
Debt Instrument, Periodic Payment, Total	$ 10,000
Debt Instrument, Maturity Date	Jan. 15, 2018

NOTES PAYABLE - ACQUISITION (35

NOTES PAYABLE - ACQUISITION (Details 1) - Loyalty Staffing Services Inc. [Member]	Sep. 30, 2016USD ($)
Schedule Of Maturities Of Long Term Debt [Line Items]
2016 (remainder of)	$ 30,000
2,017	120,000
2,018	10,000
Long-term Debt, Gross	$ 160,000

NOTES PAYABLE - ACQUISITION (36

NOTES PAYABLE - ACQUISITION (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Schedule Of Debt Disclosure [Line Items]
Amortization of Debt Discount (Premium)			$ 4,458	$ 11,463
Loyalty Staffing Services Inc. [Member]
Schedule Of Debt Disclosure [Line Items]
Notes Payable with Imputed Interest, Discount	$ 55,637		$ 55,637
Debt Instrument, Interest Rate, Effective Percentage	10.00%		10.00%
Amortization of Debt Discount (Premium)	$ 1,486	$ 1,486	$ 4,458	$ 11,463
Debt Instrument, Unamortized Discount	$ 7,756		$ 7,756		$ 12,214

CAR LOAN PAYABLE (Details)

CAR LOAN PAYABLE (Details) - Car Loan Payable [Member]	Sep. 30, 2016USD ($)
Short-term Debt [Line Items]
2016 (remainder of)	$ 1,509
2,018	5,242
2,018	5,972
2,019	6,804
2,020	7,751
Thereafter	5,836
Total	$ 33,114

CAR LOAN PAYABLE (Details Textu

CAR LOAN PAYABLE (Details Textual) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Short-term Debt [Line Items]
Noncash or Part Noncash Acquisition, Fixed Assets Acquired	$ 0	$ 49,612
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	$ 33,114

COMMITMENTS AND CONTINGENCIES39

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2015USD ($)
Commitments And Contingencies [Line Items]
2016 (remainder of)	$ 14,838
2,017	59,352
2,018	33,676
Total	$ 107,866

COMMITMENTS AND CONTINGENCIES40

COMMITMENTS AND CONTINGENCIES (Details Textual)	9 Months Ended
	Sep. 30, 2016USD ($)
Lease Expiration Term	December 2,018
Maximum [Member]
Operating Leases, Rent Expense	$ 737