SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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These financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted a December 31 fiscal year end. |
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In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results in accordance with US GAAP have been included and properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
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The three levels of the fair value hierarchy are described below: |
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Level 1 | | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | | | | | | | | | |
Level 2 | | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | | | | | | | | | |
Level 3 | | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | | | | | | | | | |
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Pursuant to ASC 825, the fair value of cash and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of cash, accounts receivables, marketable securities, accounts payable and accrued liabilities, and notes payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations. |
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Assets measured at fair value on a recurring basis were presented on the Company’s balance sheets as of March 31, 2014 and December 31, 2013 as follows: |
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| Fair Value Measurements as of March 31, 2014 Using: |
| | Total Carrying Value as of | | | Quoted Market Prices in Active Markets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs |
| | 3/31/14 | | | (Level 1) | | | (Level 2) | | | (Level 3) |
Assets: | | | | | | | | | | | |
| $ | 40,200 | | $ | 40,200 | | $ | 0 | | $ | 0 |
Equity securities |
Total | $ | 40,200 | | $ | 40,200 | | $ | 0 | | $ | 0 |
Liabilities: | | | | | | | | | | | |
Derivative liability | $ | 122,506 | | $ | 0 | | $ | 122,506 | | $ | 0 |
Contingent liability | | 37,145 | | | 0 | | | 0 | | | 37,145 |
Total | $ | 159,651 | | $ | 0 | | $ | 122,506 | | $ | 37,145 |
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| Fair Value Measurements as of December 31, 2013 Using: |
| | Total Carrying Value as of | | | Quoted Market Prices in Active Markets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs |
| | 12/31/13 | | | (Level 1) | | | (Level 2) | | | (Level 3) |
Assets: | | | | | | | | | | | |
| $ | 4,972 | | $ | 4,972 | | $ | 0 | | $ | 0 |
Equity securities |
Total | $ | 4,972 | | $ | 4,972 | | $ | 0 | | $ | 0 |
Liabilities: | | | | | | | | | | | |
Derivative liability | $ | 20,701 | | $ | 0 | | $ | 20,701 | | $ | 0 |
Contingent liability | | 79,221 | | | 0 | | | 0 | | | 79,221 |
Total | $ | 99,922 | | $ | 0 | | $ | 20,701 | | $ | 79,221 |
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Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
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Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. |
Revenue Recognition | ' |
Revenue Recognition |
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The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for customer credits, bad debts, and other allowances based on its historical experience. Staffing revenue is recognized as the services are performed. Revenue also includes billable travel and other reimbursable costs and is record net of sales tax. |
Deferred Financing Costs | ' |
Deferred Financing Costs |
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Deferred financing costs consist of costs incurred to obtain debt financing, including legal fees, origination fees and administration fees. Costs associated with the Convertible Promissory Note are deferred and amortized in our accompanying statement of operations using the straight-line method, which approximates the effective interest method, over the terms of the respective financing instrument. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Factoring Agreements and Accounts Receivable | ' |
Factoring Agreement and Accounts Receivable |
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On July 31, 2013 the Company entered into a Purchase and Sale Agreement with Transfac Capital, Inc. (“Transfac”). Advances to the Company from Transfac are with recourse and are secured by assets of the Company and are treated as a secured financing arrangement. As of March 31, 2014 and December 31, 2013, factored accounts receivable total $763,335 and $865,321, respectively. |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts |
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The Company allows for an estimated amount of receivables that may not be collected. The Company estimates its allowance for doubtful accounts based on historical experience and customer relationships. As of March 31, 2014 and December 31, 2013, the Company has recorded an allowance of $168,279 and $156,297, respectively. |
Equipment | ' |
Equipment |
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Property and equipment are stated at the lower of cost or fair value. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, as follows: |
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Description | Estimated Life | | | | | | | | | | |
Office equipment and furniture | 3 years | | | | | | | | | | |
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The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets. |
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| | 31-Mar-14 | | 31-Dec-13 | | | | | | | |
Office equipment and furniture | | $ 48,466 | | $ 11,841 | | | | | | | |
Less: accumulated depreciation | | -7,986 | | -3,948 | | | | | | | |
| | $ 40,480 | | $ 7,894 | | | | | | | |
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Customer Relationships | ' |
Customer Relationships |
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Customer relationships comprise customer lists acquired from Qwik Staffing Solutions, Inc. on April 29, 2013. Customer lists are amortized on a straight-line basis over three years. |
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| | 31-Mar-14 | | 31-Dec-13 | | | | | | | |
Customer lists | | $ 294,100 | | $ 294,100 | | | | | | | |
Less: accumulated amortization | | -90,245 | | -66,072 | | | | | | | |
| | $ 203,855 | | $ 228,028 | | | | | | | |
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Earnings (loss) per share | ' |
Earnings Per Share |
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Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. |
Convertible Debentures | ' |
Convertible Debentures |
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Beneficial Conversion Feature |
If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. |
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Debt Discount |
The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities — Distinguishing Liabilities from Equity. ASC 480, applies to certain contracts involving a company's own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer's equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: |
– A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer's equity shares with an issuance date fair value equal to a fixed dollar amount, |
– Variations in something other than the fair value of the issuer's equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer's equity shares, or |
– Variations inversely related to changes in the fair value of the issuer's equity shares, for example, a written put that could be net share settled. |
If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of convertible debt (see Note 8). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Derivative Financial Instruments | ' |
Derivative Financial Instruments |
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Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. |
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The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. |
Stock-based compensation | ' |
Stock-based compensation |
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The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. |
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The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |