Document_And_Entity_Informatio
Document And Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document Information [Line Items] | ' |
Document Type | '8-K |
Amendment Flag | 'false |
Document Period End Date | 31-Dec-13 |
Entity Registrant Name | 'GREENWOOD HALL, INC. |
Entity Central Index Key | '0001557644 |
Trading Symbol | 'DVIOD |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and cash equivalents | $125,859 | $134,841 |
Accounts receivable, net | 1,001,773 | 704,918 |
Prepaid expenses and other current assets | 64,865 | 24,256 |
Current assets to be disposed of | 36,860 | 26,250 |
Total Current Assets | 1,229,357 | 890,265 |
Property and Equipment, net | 66,598 | 130,433 |
Other Assets | ' | ' |
Deposits and other assets | 16,547 | 16,547 |
Total Other Assets | 16,547 | 16,547 |
Total Assets | 1,312,502 | 1,037,245 |
Current Liabilities | ' | ' |
Accounts payable | 1,598,669 | 1,066,511 |
Accrued expenses | 385,128 | 313,357 |
Accrued payroll and related expenses | 612,305 | 427,693 |
Deferred revenue | 177,981 | 492,324 |
Accrued interest | 25,431 | 0 |
Due to shareholders / officer | 184,016 | 116,255 |
Notes payable, net of discount of $298,417 and $0 | 3,762,381 | 1,397,181 |
Current liabilities to be disposed of | 335,857 | 71,940 |
Total Current Liabilities | 7,081,768 | 3,885,261 |
Total Liabilities | 7,081,768 | 3,885,261 |
Commitments and Contingencies | ' | ' |
Stockholders’ Equity (Deficit) | ' | ' |
Common stock, $0.002 par value; 1,000,000 shares authorized,1,000,000 shares issued and outstanding | 2,000 | 2,000 |
Additional paid-in capital | 2,500 | 2,500 |
Accumulated deficit | -5,773,766 | -2,852,516 |
Total Pcs Link, Inc. Stockholders’ Equity (Deficit) | -5,769,266 | -2,848,016 |
Noncontrolling interest | 0 | 0 |
Total Stockholders’ Equity (Deficit) | -5,769,266 | -2,848,016 |
Total Liabilities And Stockholders’ Equity (Deficit) | $1,312,502 | $1,037,245 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument, Unamortized Discount | $298,417 | $0 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock, Shares, Issued | 1,000,000 | 1,000,000 |
Common Stock, Shares, Outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues | $11,215,586 | $15,358,376 |
Operating Expenses | ' | ' |
Direct cost of services | 3,635,679 | 2,533,302 |
Personnel | 4,916,964 | 7,696,899 |
Selling, general and administrative | 3,100,450 | 2,692,276 |
Total Operating Expenses | 11,653,093 | 12,922,477 |
Income (Loss) From Operations | -437,507 | 2,435,899 |
Other Income (Expense) | ' | ' |
Interest expense | -379,987 | -242,856 |
Miscellaneous income (expense), net | -24,027 | 7,125 |
Total Other Income (Expense) | -404,014 | -235,731 |
Income (Loss) From Continuing Operations Before Provision For (Benefit From) Income Taxes | -841,521 | 2,200,168 |
Provision for (benefit from) income taxes | 0 | 632,514 |
Income (Loss) From Continuing Operations | -841,521 | 1,567,654 |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax | -2,079,729 | -948,771 |
Net Income (Loss) | -2,921,250 | 618,883 |
Net income (loss) attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to PCS Link, Inc. common stockholders | ($2,921,250) | $618,883 |
Earnings per share - basic and diluted | ' | ' |
Income (loss) from continuing operations attributable to PCS Link, Inc. common stockholders (in dollars per shares) | ($0.84) | $1.57 |
Income (loss) from discontinued operations attributable to PCS Link, Inc. common stockholders (in dollars per shares) | ($2.08) | ($0.95) |
Net income (loss) attributable to PCS Link, Inc. common stockholders (in dollars per shares) | ($2.92) | $0.62 |
Weighted average common shares - basic and diluted (in shares) | 1,000,000 | 1,000,000 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total PCS Link, Inc. Stockholders’ Equity (Deficit) [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2011 | ($3,466,899) | $2,000 | $2,500 | ($3,471,399) | ($3,466,899) | $0 |
Balance (In Shares) at Dec. 31, 2011 | ' | 1,000,000 | ' | ' | ' | ' |
Net Income (Loss) | 618,883 | 0 | 0 | 618,883 | 618,883 | 0 |
Balance at Dec. 31, 2012 | -2,848,016 | 2,000 | 2,500 | -2,852,516 | -2,848,016 | 0 |
Balance (In Shares) at Dec. 31, 2012 | ' | 1,000,000 | ' | ' | ' | ' |
Net Income (Loss) | -2,921,250 | 0 | 0 | -2,921,250 | -2,921,250 | 0 |
Balance at Dec. 31, 2013 | ($5,769,266) | $2,000 | $2,500 | ($5,773,766) | ($5,769,266) | $0 |
Balance (In Shares) at Dec. 31, 2013 | ' | 1,000,000 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($2,921,250) | $618,883 |
Net (income) loss from discontinued operations | 2,079,729 | 948,771 |
Net income (loss) from continuing operations | -841,521 | 1,567,654 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations: | ' | ' |
Non-cash interest on convertible promissory notes | 31,583 | 0 |
Depreciation and amortization | 63,836 | 64,011 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -296,855 | 290,293 |
Prepaid expenses and other current assets | -40,609 | 3,000 |
Accounts payable | 532,157 | -173,582 |
Accrued expenses | 226,284 | 600,858 |
Accrued payroll and related | 82,099 | 41,921 |
Deferred revenue | -314,343 | 388,879 |
Accrued interest | 218,260 | 21,550 |
Advances from officers, net | 67,761 | -79,119 |
Net cash provided by (used in) operating activities of continuing operations | -271,348 | 2,725,465 |
Net cash provided by (used in) operating activities of discontinued operations | -1,826,422 | -1,868,851 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | -2,097,770 | 856,614 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of property and equipment | 0 | 0 |
Net cash used in investing activities of continuing operations | 0 | 0 |
Net cash used in investing activities of discontinued operations | 0 | -26,250 |
NET CASH USED IN INVESTING ACTIVITIES | 0 | -26,250 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Book overdraft | 0 | -23,125 |
Proceeds from issuance of notes payable | 3,573,650 | 0 |
Payments on notes payable | -1,432,862 | -620,398 |
Repurchase of common stock | -52,000 | -52,000 |
Net cash provided by (used in) financing activities of continuing operations | 2,088,788 | -695,523 |
Net cash provided by (used in) financing activities of discontinued operations | 0 | 0 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 2,088,788 | -695,523 |
NET INCREASE (DECREASE) IN CASH FROM CONTINUING OPERATIONS | 1,817,440 | 2,029,942 |
NET INCREASE (DECREASE) IN CASH FROM DISCONTINUED OPERATIONS | -1,826,422 | -1,895,101 |
NET INCREASE (DECREASE) IN CASH | -8,982 | 134,841 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 134,841 | 0 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 125,859 | 134,841 |
Supplemental disclosures: | ' | ' |
Interest paid in cash | 354,556 | 242,856 |
Income taxes paid in cash | $0 | $0 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||
1 | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Organization | |||
PCS Link, Inc. dba Greenwood & Hall (“Greenwood & Hall”, “Company”, “we”, “us”, “our”) is a customer relationship management and marketing firm that provides contact center services for higher education, Fortune 500 companies, non-profit and governmental agencies and offers customer relationship solutions. Through our affiliate, University Financial Aid Solutions, LLC (“UFAS”), we provided complete financial aid solutions. During 2013, UFAS ceased operations and is presently winding down its affairs. As a result, it is presented in the accompanying consolidated financial statements as discontinued operations. Greenwood & Hall was organized under the laws of the State of California in 1997. | |||
Going Concern | |||
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates the continuation of the Company as a going concern. The Company has an accumulated deficit and a working capital deficit as of December 31, 2013 and has incurred a loss from continuing operations during 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |||
The Company has historically funded its activities through cash generated from operations, debt financing, and advances from shareholders. During the year ended December 31, 2013, the Company received a net amount of approximately $2.1 million from debt financing. | |||
Management intends to become profitable by continuing to grow its operations and customer base. If the Company is not successful in becoming profitable, it may have to further delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern. | |||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of Greenwood & Hall and its affiliate, UFAS. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates. | |||
Cash and Cash Equivalents | |||
For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less. | |||
Research and Development | |||
Costs relating to designing and developing new products are expensed in the period incurred. | |||
Revenue Recognition | |||
The Company’s contracts are typically structured into two categories, i) fixed-fee service contracts that span a period of time, often in excess of one year, and ii) service contracts at agreed-upon rates based on the volume of service provided. Some of the Company’s service contracts are subject to guaranteed minimum amounts of service volume. | |||
The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, services have been rendered, the selling price is fixed or determinable, and collectability of the selling price is reasonably assured. For fixed-fee service contracts, the Company recognizes revenue on a straight-line basis over the period of contract performance. Costs incurred under these service contracts are expensed as incurred. | |||
Deferred Revenue | |||
Deferred revenue primarily consists of prepayments received from customers for which the Company’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met. | |||
Accounts Receivable | |||
The Company extends credit to its customers. An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of the Company’s customers to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the collectability of the Company’s trade accounts receivable balances. If the Company determines that the financial condition of any of its customers has deteriorated, whether due to customer specific or general economic issues, an increase in the allowance may be made. After all attempts to collect a receivable have failed, the receivable is written off. Based on the information available, management believes the Company’s accounts receivable, net of the allowance for doubtful accounts, are collectable. | |||
Property and Equipment | |||
Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets. The estimated useful lives used are as follows: | |||
Classification | Life | ||
Equipment | 5-7 Years | ||
Computer equipment | 7 Years | ||
Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. | |||
Income Taxes | |||
The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. | |||
Earnings (Loss) per Share | |||
Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted- average number of common shares and dilutive potential common shares outstanding during the period. During 2013 and 2012, the Company had no instruments that could potentially dilute the number of common shares outstanding. | |||
Variable Interest Entities | |||
Generally, an entity is defined as a variable interest entity (“VIE”) under current accounting rules if it has (a) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (b) equity investors that cannot make significant decisions about the entity’s operations, or that do not absorb the expected losses or receive the expected returns of the entity. When determining whether an entity that is a business qualifies as a VIE, we also consider whether (i) we participated significantly in the design of the entity, (ii) we provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE either involve us or are conducted on our behalf. A VIE is consolidated by its primary beneficiary, which is the party that absorbs or receives a majority of the entity’s expected losses or expected residual returns. | |||
University Financial Aid Services, LLC is 60% owned by two individuals that hold a combined 92.5% of our common stock and serve as directors of the Company. The equity owners of UFAS have no equity at risk, Greenwood & Hall has funded UFAS’ operations since it was formed in 2010, and we have the ability to exercise control over UFAS through our two shareholders / directors. | |||
Based on our assessment, we have determined that UFAS is a VIE and that we are the primary beneficiary, as defined in current accounting rules. Accordingly, we are required to consolidate the revenues and expenses of UFAS. To date, the Company has not allocated any income or loss of UFAS to noncontrolling interests as the noncontrolling interests never had any equity at risk. As previously discussed, UFAS ceased operations during 2013 and is presently winding down its affairs. The Company does not anticipate having any future involvement with UFAS after it is dissolved. | |||
Marketing and Advertising | |||
Marketing and advertising costs are expensed as incurred. Marketing and advertising amounted to $920,830 and $812,474 for the years ended December 31, 2013 and 2012, respectively, and are included in selling, general and administrative expenses. | |||
Fair Value of Financial Instruments | |||
The Company groups financial assets and financial liabilities measured at fair value into three levels of hierarchy in accordance with ASC 820-10, “Fair Value Measurements and Disclosure”. Assets and liabilities recorded at fair value in the accompanying balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. | |||
As of December 31, 2013 and 2012, the Company had no instruments subject to these classification requirements. | |||
Level Input: | Input Definition: | ||
Level I | Observable quoted prices in active markets for identical assets and liabilities. | ||
Level II | Observable quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | ||
Level III | Model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. | ||
For certain of our financial instruments, including working capital instruments, the carrying amounts are approximate fair value due to their short-term nature. Our notes payable approximate fair value based on prevailing interest rates. | |||
Effect of Recently Issued Accounting Standards | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Exists”. This pronouncement provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. ASU 2013-11 is intended to eliminate the diversity in practice in presenting such items. The Company will adopt this guidance as of January 1, 2014. Adoption of this guidance is not expected to have a material impact on our financial position, results of operations or cash flows. | |||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
2 | PROPERTY AND EQUIPMENT | |||||||
Depreciation and amortization of property and equipment amounted to $63,836 and $64,011 during the years ended December 31, 2013 and 2012, respectively, and is included in the accompanying consolidated statements of operations in selling, general and administrative expenses. | ||||||||
At December 31, 2013 and 2012, property and equipment consists of the following: | ||||||||
2013 | 2012 | |||||||
Computer equipment | $ | 395,818 | $ | 395,818 | ||||
Equipment | 51,032 | 51,032 | ||||||
446,850 | 446,850 | |||||||
Accumulated depreciation | -380,252 | -316,417 | ||||||
Net property and equipment | $ | 66,598 | $ | 130,433 | ||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt Disclosure [Text Block] | ' | ||||
3.. | NOTES PAYABLE | ||||
Bank | |||||
In October 2010, the Company issued two promissory notes to California United Bank (“CUB”). The first promissory note was for $500,000, bore interest at 5.75% per annum, and was secured by substantially all assets of the Company. This note was paid off by its terms during 2013. | |||||
The second promissory note is for $1,250,000 and has been amended several times since issuance. The note was last amended in May 2013. The note bears interest at a variable rate, subject to a minimum of 7.25% per annum. The interest rate at December 31, 2013 was 7.25%. Payments of interest are due monthly with one payment of all outstanding principal plus accrued interest due on March 5, 2014. The note is secured by substantially all assets of the Company and is guaranteed by two shareholders/officers, a trust of one of the officers/shareholders, and UFAS. The balance outstanding amounted to $1,250,000 at December 31, 2013 and 2012. | |||||
The note was amended in May 2014. Refer to footnote 11 for further discussion. | |||||
Credit Agreement | |||||
During 2013, the Company entered into a Credit Agreement with TCA Global Credit Master Fund, LP (“TCA”). Pursuant to the Credit Agreement, the Company was granted an initial revolving credit facility of $1,500,000, which was subsequently increased to $1,850,000 later in 2013, and may be increased up to $7,000,000 upon i) the written request of the Company and ii) approval by TCA. | |||||
In December 2013, the Company and TCA entered into the Second Amendment to Credit Agreement whereby the parties aggregated all amounts owed to TCA under the Credit Agreement, which totaled $2,210,798 inclusive of $330,000 of loan fees incurred in connection with the second amendment. In addition, TCA waived the Company’s default of the terms of the Credit Agreement as of December 2, 2013 in connection with the execution of Second Amendment to Credit Agreement. | |||||
Amounts outstanding under the Second Amendment to Credit Agreement bear interest at 15% per annum and are payable in monthly payments of principal and interest commencing in March 2014, with the final payment due in October 2014, and share first priority with California United Bank on a pari passu basis. | |||||
As of December 31, 2013, the amount of principal and accrued interest outstanding amounted to $2,210,798 and $25,431, respectively. The $330,000 of loan fees was recorded as a note discount on the date of the promissory note and is being amortized to interest expense over the term of the note. As of December 31, 2013, the unamortized note discount amounted to $298,417. | |||||
Loan and Security Agreement | |||||
During 2013, the Company entered into a Loan and Security Agreement with Colgan Financial Group, Inc. (“Colgan”) pursuant to which the Company issued a promissory note of $600,000. The note bears interest at 2.5% per month, is payable in monthly installments of principal and interest through June 2014, is guaranteed by one shareholder of the Company and an advisor to the Company and is secured by substantially all assets of Greenwood & Hall. This note is subordinate to the notes held by California United Bank and TCA. | |||||
The following is a schedule, by year, of future minimum principal payments required under notes payable as of December 31, 2013: | |||||
Years Ending | |||||
December 31, | |||||
2014 | $ | 4,060,798 | |||
2015 | - | ||||
2016 | - | ||||
2017 | - | ||||
2018 | - | ||||
Total | 4,060,798 | ||||
Note discount | -298,417 | ||||
$ | 3,762,381 | ||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |
Dec. 31, 2013 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions Disclosure [Text Block] | ' | |
4 | Related Party Transactions | |
One of the Company’s customers, MarkeTouch Media, Inc. (“MarkeTouch”), held a 7.5% interest in our common stock during 2013 and 2012. Sales to MarkeTouch amounted to $124,328 and $137,924 during the years ended December 31, 2013 and 2012, respectively. | ||
Pursuant to an agreement between the Company and MarkeTouch, the Company is repurchasing the shares held by MarkeTouch for $200,000. As of December 31, 2013, the Company owed $23,000 relating to this share repurchase obligation, which is recorded in accrued expenses. The shares of MarkeTouch are still considered issued and outstanding as of December 31, 2013 and 2012 and were cancelled in 2014 upon payment in full of the share repurchase obligation. | ||
As of December 31, 2013, the Company owed two shareholders $184,016 relating to non-interest bearing advances. These advances are due on demand. | ||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | |
Dec. 31, 2013 | ||
Stockholders' Equity Note [Abstract] | ' | |
Stockholders' Equity Note Disclosure [Text Block] | ' | |
5 | Stockholders’ Equity | |
The Company is authorized to issue one class of stock, which represents 1,000,000 shares of common stock, par value $0.002. | ||
The Company is in process repurchasing 75,000 shares of common stock from MarkeTouch. Refer to footnote 4 for further discussion. | ||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended | |
Dec. 31, 2013 | ||
Risks and Uncertainties [Abstract] | ' | |
Concentration Risk Disclosure [Text Block] | ' | |
6 | Concentrations | |
Concentration of Credit Risk | ||
The Company maintains its cash and cash equivalents at a financial institution which may, at times, exceed federally insured limits. Historically, the Company has not experienced any losses in such accounts. | ||
Major Customers | ||
During the years ended December 31, 2013 and 2012, 1 and 3 customers represented 30% and 48% of net revenues, respectively. As of December 31, 2013 and 2012, 1 and 3 customers represented 71% and 43% of accounts receivable, respectively. | ||
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended | |
Dec. 31, 2013 | ||
Compensation and Retirement Disclosure [Abstract] | ' | |
Compensation and Employee Benefit Plans [Text Block] | ' | |
7 | Employee Benefit Plan | |
The Company has established a 401(k) employee retirement savings plan that is available to all of its employees. Under the provisions of the plan, employees may make pre-tax contributions not to exceed the limit set by the Internal Revenue Service. The Company elected to terminate this plan effective May 2013. | ||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
8 | INCOME TAXES | |||||||
The difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to pre-tax income (loss) is mainly related to an increase in the valuation allowance, partially offset by state income taxes. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. Deferred income tax assets are mainly related to net operating loss carryforwards. Management has chosen to take a 100% valuation allowance against the deferred income tax asset until such time as management believes that its projections of future profits make the realization of the deferred income tax assets more likely than not. Significant judgment is required in the evaluation of deferred income tax benefits and differences in future results from management’s estimates could result in material differences. | ||||||||
A reconciliation of the expected income tax (benefit) from continuing operations computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Income tax (benefit) computed at federal statutory tax rate | -34 | % | 34 | % | ||||
State taxes, net of federal | -5.83 | 5.83 | ||||||
Permanent differences | 0.1 | 0.1 | ||||||
Change in valuation allowance | 39.73 | -11.18 | ||||||
Effective income tax rate | - | % | 28.75 | % | ||||
A majority of the Company’s deferred tax asset is comprised of net operating loss carryforwards, offset by a 100% valuation allowance at December 31, 2013 and 2012. | ||||||||
During 2013 and 2012, the breakdown of the provision for (benefit from) income taxes is as follows: | ||||||||
2013 | 2012 | |||||||
Continuing operations | $ | - | $ | 632,514 | ||||
Discontinued operations | - | -632,514 | ||||||
Total income tax expense | $ | - | $ | - | ||||
As of December 31, 2013, the Company is in process of determining the amount of Federal and State net operating loss carry forwards (“NOL”) available to offset future taxable income. The Company’s NOLs will begin expiring in 2032. These NOLs may be used to offset future taxable income, to the extent the Company generates any taxable income, and thereby reduce or eliminate future federal income taxes otherwise payable. Section 382 of the Internal Revenue Code imposes limitations on a corporation’s ability to utilize NOLs if it experiences an ownership change as defined in Section 382. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percent over a three-year period. In the event that an ownership change has occurred, or were to occur, utilization of the Company’s NOLs would be subject to an annual limitation under Section 382. Any unused annual limitation may be carried over to later years. The Company could experience an ownership change under Section 382 as a result of events in the past in combination with events in the future. If so, the use of the Company’s NOLs, or a portion thereof, against future taxable income may be subject to an annual limitation under Section 382, which may result in expiration of a portion of the NOLs before utilization. | ||||||||
Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate. Any carryforwards that expire prior to utilization as a result of such limitations will be removed, if applicable, from deferred tax assets with a corresponding reduction of the valuation allowance. | ||||||||
The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2013 and 2012. The Company files income tax returns with the Internal Revenue Service (“IRS”) and several states. The Company is no longer subject to examination by federal and state taxing authorities for tax years through 2009 and 2008, respectively. The Company’s net operating loss carryforwards are subject to examination until they are fully utilized and such tax years are closed. | ||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
9 | COMMITMENTS AND CONTINGENCIES | ||||
Lease Commitments | |||||
The Company leases its operating facilities under non-cancelable operating leases that expire through 2017. Total rent expense for the years ended December 31, 2013 and 2012 was $370,460 and $433,720, respectively. The Company is responsible for certain operating expenses in connection with these leases. The following is a schedule, by year, of future minimum rental payments required under non-cancelable operating leases as of December 31, 2013: | |||||
Years Ending | |||||
December 31, | |||||
2014 | $ | 420,058 | |||
2015 | 214,727 | ||||
2016 | 189,123 | ||||
2017 | 182,019 | ||||
2018 | - | ||||
Thereafter | - | ||||
$ | 1,005,927 | ||||
Employment Agreements | |||||
At December 31, 2013, the Company maintained an employment agreement with an officer, the terms of which may require the payment of severance benefits upon termination. | |||||
Legal Matters | |||||
The Company is involved from time to time in various legal proceedings in the normal conduct of its business. | |||||
Robin Hood Foundation (“Robin Hood”) filed suit in the Superior Court of the State of California for the County of Los Angeles (Central District) against Patriot Communications, LLC (“Patriot”), a client of the Company, for breach of contract and failure to perform in the amount of $5,000,000. Relating to this matter, Patriot filed a cross-complaint naming PCS Link, Inc. dba Greenwood & Hall as a cross-defendant. Patriot denies the allegations set forth by Robin Hood. However, in the event that Patriot is held liable, Patriot alleges that Greenwood & Hall should be held liable as it acted as a sub-contractor on behalf of Patriot with regard to the filed incident. The Company and Patriot are working together cooperatively in defense against the claims brought forth by Robin Hood. Based on currently available information, the Company believes that it has strong defenses and intends to defend vigorously against this lawsuit. The potential range of loss related to this matter cannot be determined; however, the outcome of this matter is inherently uncertain and could have a materially adverse effect on our business, financial condition and results of operations if decided unfavorably against the Company. | |||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||||||
10 | DISCONTINUED OPERATIONS | |||||||
During 2013, we ceased operations in our affiliated company, UFAS. The operations of UFAS are now presented as discontinued operations in the accompanying consolidated financial statements. The revenue and expenses of discontinued operations for the years ended December 31, 2013 and 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Net sales | $ | 1,017,932 | $ | 1,424,931 | ||||
Operating expenses | -3,097,661 | -3,006,216 | ||||||
Benefit from (provision for) income taxes | - | 632,514 | ||||||
Income (loss) from discontinued operations | $ | -2,079,729 | $ | -948,771 | ||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | |
Dec. 31, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
11 | SUBSEQUENT EVENTS | |
In March 2014, the Company entered into a letter of intent with Divio Holdings Corporation (“Divio”). The transaction contemplated in the letter of intent represents a reverse merger between Greenwood & Hall and Divio with Greenwood & Hall becoming a wholly owned legal subsidiary of Divio. Management expects that upon consummation of the merger, Greenwood & Hall would be the survivor for accounting purposes. Immediately following the merger, the shareholders of Greenwood & Hall expect to own 71.1% of the outstanding shares of Divio and the Company’s CEO will serve as the Chairman and CEO of Divio. | ||
In March 2014, the Company issued an unsecured promissory note in the amount of $1,350,000. The note bears interest at a rate of 10% per annum and is due in September 2014. If the Company terminates the letter of intent with Divio, as discussed above, payment on the note will become due immediately and the Company will be assessed a penalty of 30% of the principal. | ||
In May 2014, the Company and CUB amended the promissory note of $1,250,000 to extend the maturity date to the earlier of i) October 2014 or ii) the completion of specified debt / equity funding. CUB also agreed to subordinate its security interest to another lender if certain criteria were met. | ||
In May 2014, the Company entered into a Credit Agreement and related term loan and line of credit with Opus Bank (“Opus”). Pursuant to the terms of the agreement, the Company issued a promissory note in the amount of $2,000,000, the proceeds of which were required to be used to finance repayment of the amounts owed to TCA (refer to note 3). Monthly payments of principal and interest are required through the maturity date in May 2017. The amounts owed to Colgan and CUB are subordinated to amounts owed to Opus under the Credit Agreement and related debt facilities. Amounts outstanding under the Credit Agreement are secured by substantially all assets of the Company. | ||
The line of credit is for a maximum amount of $3,000,000. Payments of interest only will be due monthly with the unpaid balance due, in full, on the maturity date in May 2017. The first extension of credit under the line of credit is conditioned upon the Company successfully selling equity interests with gross cash proceeds of not less than $1.65 Million. To date, no amounts have been advanced under the line of credit. | ||
In connection with the Credit Agreement, the Company issued 9,900 warrants to purchase common stock at an exercise price of $25.25 per share. The warrants are exercisable immediately. In the event of future dilutive issuances, the number of warrants issuable shall be increased based on a specified formula. The Company is required to amend its articles of incorporation to increase the authorized shares of common stock to 2,000,000 shares from 1,000,000 shares. | ||
In May 2014, the Company issued a convertible promissory note to Colgan in the amount of $175,000. The terms of the note require either i) a payment of $200,000 if the note is paid by June 28, 2014 or ii) a payment of $225,000 if the note is paid after June 28, 2014. The note does not bear interest and matures on August 27, 2014. | ||
If the note is not paid in full by the maturity date, the Company’s board of directors is required to propose a vote within 10 days of the maturity date to amend the Company’s articles of incorporation to authorize preferred stock, which John Hall, the Company’s majority shareholder and CEO, agrees to vote in favor of. The preferred stock, if issued, would provide the holder with i) a liquidation and distribution preference over all other holders of equity securities in the Company, ii) a preferred return equal to $10,000 per month accruing from and after the maturity date regardless of the date of issuance of the preferred stock, and iii) the option to require the Company to redeem the preferred stock in cash at any time after issuance. The Company is restricted from issuing any shares of preferred stock or other equity securities that are senior to the preferred stock until such time as this note has been paid in full. In the event of a change of control, the Company is required to cancel the note and issue a new note in the acquiring company with terms substantially identical to the original note. | ||
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Liquidity Disclosure [Policy Text Block] | ' | ||
Going Concern | |||
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates the continuation of the Company as a going concern. The Company has an accumulated deficit and a working capital deficit as of December 31, 2013 and has incurred a loss from continuing operations during 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |||
The Company has historically funded its activities through cash generated from operations, debt financing, and advances from shareholders. During the year ended December 31, 2013, the Company received a net amount of approximately $2.1 million from debt financing. | |||
Management intends to become profitable by continuing to grow its operations and customer base. If the Company is not successful in becoming profitable, it may have to further delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern. | |||
Consolidation, Policy [Policy Text Block] | ' | ||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of Greenwood & Hall and its affiliate, UFAS. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||
Use of Estimates, Policy [Policy Text Block] | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates. | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||
Cash and Cash Equivalents | |||
For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less. | |||
Research and Development Expense, Policy [Policy Text Block] | ' | ||
Research and Development | |||
Costs relating to designing and developing new products are expensed in the period incurred. | |||
Revenue Recognition, Policy [Policy Text Block] | ' | ||
Revenue Recognition | |||
The Company’s contracts are typically structured into two categories, i) fixed-fee service contracts that span a period of time, often in excess of one year, and ii) service contracts at agreed-upon rates based on the volume of service provided. Some of the Company’s service contracts are subject to guaranteed minimum amounts of service volume. | |||
The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, services have been rendered, the selling price is fixed or determinable, and collectability of the selling price is reasonably assured. For fixed-fee service contracts, the Company recognizes revenue on a straight-line basis over the period of contract performance. Costs incurred under these service contracts are expensed as incurred. | |||
Revenue Recognition, Deferred Revenue [Policy Text Block] | ' | ||
Deferred Revenue | |||
Deferred revenue primarily consists of prepayments received from customers for which the Company’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met. | |||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||
Accounts Receivable | |||
The Company extends credit to its customers. An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of the Company’s customers to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the collectability of the Company’s trade accounts receivable balances. If the Company determines that the financial condition of any of its customers has deteriorated, whether due to customer specific or general economic issues, an increase in the allowance may be made. After all attempts to collect a receivable have failed, the receivable is written off. Based on the information available, management believes the Company’s accounts receivable, net of the allowance for doubtful accounts, are collectable. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||
Property and Equipment | |||
Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets. The estimated useful lives used are as follows: | |||
Classification | Life | ||
Equipment | 5-7 Years | ||
Computer equipment | 7 Years | ||
Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. | |||
Income Tax, Policy [Policy Text Block] | ' | ||
Income Taxes | |||
The Company accounts for income taxes in accordance with ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. | |||
Earnings Per Share, Policy [Policy Text Block] | ' | ||
Earnings (Loss) per Share | |||
Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted- average number of common shares and dilutive potential common shares outstanding during the period. During 2013 and 2012, the Company had no instruments that could potentially dilute the number of common shares outstanding. | |||
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | ' | ||
Variable Interest Entities | |||
Generally, an entity is defined as a variable interest entity (“VIE”) under current accounting rules if it has (a) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (b) equity investors that cannot make significant decisions about the entity’s operations, or that do not absorb the expected losses or receive the expected returns of the entity. When determining whether an entity that is a business qualifies as a VIE, we also consider whether (i) we participated significantly in the design of the entity, (ii) we provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE either involve us or are conducted on our behalf. A VIE is consolidated by its primary beneficiary, which is the party that absorbs or receives a majority of the entity’s expected losses or expected residual returns. | |||
University Financial Aid Services, LLC is 60% owned by two individuals that hold a combined 92.5% of our common stock and serve as directors of the Company. The equity owners of UFAS have no equity at risk, Greenwood & Hall has funded UFAS’ operations since it was formed in 2010, and we have the ability to exercise control over UFAS through our two shareholders / directors. | |||
Based on our assessment, we have determined that UFAS is a VIE and that we are the primary beneficiary, as defined in current accounting rules. Accordingly, we are required to consolidate the revenues and expenses of UFAS. To date, the Company has not allocated any income or loss of UFAS to noncontrolling interests as the noncontrolling interests never had any equity at risk. As previously discussed, UFAS ceased operations during 2013 and is presently winding down its affairs. The Company does not anticipate having any future involvement with UFAS after it is dissolved. | |||
Advertising Costs, Policy [Policy Text Block] | ' | ||
Marketing and Advertising | |||
Marketing and advertising costs are expensed as incurred. Marketing and advertising amounted to $920,830 and $812,474 for the years ended December 31, 2013 and 2012, respectively, and are included in selling, general and administrative expenses. | |||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||
Fair Value of Financial Instruments | |||
The Company groups financial assets and financial liabilities measured at fair value into three levels of hierarchy in accordance with ASC 820-10, “Fair Value Measurements and Disclosure”. Assets and liabilities recorded at fair value in the accompanying balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. | |||
As of December 31, 2013 and 2012, the Company had no instruments subject to these classification requirements. | |||
Level Input: | Input Definition: | ||
Level I | Observable quoted prices in active markets for identical assets and liabilities. | ||
Level II | Observable quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | ||
Level III | Model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques. | ||
For certain of our financial instruments, including working capital instruments, the carrying amounts are approximate fair value due to their short-term nature. Our notes payable approximate fair value based on prevailing interest rates. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||
Effect of Recently Issued Accounting Standards | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Exists”. This pronouncement provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. ASU 2013-11 is intended to eliminate the diversity in practice in presenting such items. The Company will adopt this guidance as of January 1, 2014. Adoption of this guidance is not expected to have a material impact on our financial position, results of operations or cash flows. | |||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Property, Plant and Equipment, Estimated Useful Lives [Table Text Block] | ' | ||
The estimated useful lives used are as follows: | |||
Classification | Life | ||
Equipment | 5-7 Years | ||
Computer equipment | 7 Years | ||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
At December 31, 2013 and 2012, property and equipment consists of the following: | ||||||||
2013 | 2012 | |||||||
Computer equipment | $ | 395,818 | $ | 395,818 | ||||
Equipment | 51,032 | 51,032 | ||||||
446,850 | 446,850 | |||||||
Accumulated depreciation | -380,252 | -316,417 | ||||||
Net property and equipment | $ | 66,598 | $ | 130,433 | ||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||
The following is a schedule, by year, of future minimum principal payments required under notes payable as of December 31, 2013: | |||||
Years Ending | |||||
December 31, | |||||
2014 | $ | 4,060,798 | |||
2015 | - | ||||
2016 | - | ||||
2017 | - | ||||
2018 | - | ||||
Total | 4,060,798 | ||||
Note discount | -298,417 | ||||
$ | 3,762,381 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
A reconciliation of the expected income tax (benefit) from continuing operations computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Income tax (benefit) computed at federal statutory tax rate | -34 | % | 34 | % | ||||
State taxes, net of federal | -5.83 | 5.83 | ||||||
Permanent differences | 0.1 | 0.1 | ||||||
Change in valuation allowance | 39.73 | -11.18 | ||||||
Effective income tax rate | - | % | 28.75 | % | ||||
Income Tax Expense Benefit Continuing And Discontinuing Operations [Table Text Block] | ' | |||||||
During 2013 and 2012, the breakdown of the provision for (benefit from) income taxes is as follows: | ||||||||
2013 | 2012 | |||||||
Continuing operations | $ | - | $ | 632,514 | ||||
Discontinued operations | - | -632,514 | ||||||
Total income tax expense | $ | - | $ | - | ||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
The following is a schedule, by year, of future minimum rental payments required under non-cancelable operating leases as of December 31, 2013: | |||||
Years Ending | |||||
December 31, | |||||
2014 | $ | 420,058 | |||
2015 | 214,727 | ||||
2016 | 189,123 | ||||
2017 | 182,019 | ||||
2018 | - | ||||
Thereafter | - | ||||
$ | 1,005,927 | ||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | |||||||
The revenue and expenses of discontinued operations for the years ended December 31, 2013 and 2012 are as follows: | ||||||||
2013 | 2012 | |||||||
Net sales | $ | 1,017,932 | $ | 1,424,931 | ||||
Operating expenses | -3,097,661 | -3,006,216 | ||||||
Benefit from (provision for) income taxes | - | 632,514 | ||||||
Income (loss) from discontinued operations | $ | -2,079,729 | $ | -948,771 | ||||
ORGANIZATION_AND_SUMMARY_OF_SI3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Estimated Useful Lives | '5-7 Years |
Computer Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Estimated Useful Lives | '7 Years |
ORGANIZATION_AND_SUMMARY_OF_SI4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Variable Interest Entity [Line Items] | ' | ' |
Proceeds from Issuance of Debt | $2,100,000 | ' |
Marketing and Advertising Expense | $920,830 | $812,474 |
University Financial Aid Services, LLC [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 60.00% | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 92.50% | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment, Gross | $446,850 | $446,850 |
Accumulated depreciation | -380,252 | -316,417 |
Net property and equipment | 66,598 | 130,433 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment, Gross | 51,032 | 51,032 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment, Gross | $395,818 | $395,818 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Depreciation, Depletion and Amortization | $63,836 | $64,011 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Years Ending December 31, | ' | ' |
2014 | $4,060,798 | ' |
2015 | 0 | ' |
2016 | 0 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Total | 4,060,798 | ' |
Note discount | -298,417 | 0 |
Long-term Debt | $3,762,381 | ' |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2010 | |
Debt Instrument, Unamortized Discount | $298,417 | $0 | ' |
California United Bank [Member] | Promissory Note One [Member] | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | 500,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 5.75% |
California United Bank [Member] | Promissory Note Two [Member] | ' | ' | ' |
Debt Instrument, Face Amount | 1,250,000 | 1,250,000 | 1,250,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ' | 7.25% |
Debt Instrument, Maturity Date | 5-Mar-14 | ' | ' |
TCA Global Credit Master Fund, LP [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ' | ' | ' |
Debt Instrument, Face Amount | 1,500,000 | ' | ' |
Debt Instrument Increase Additional Borrowings | 1,850,000 | ' | ' |
TCA Global Credit Master Fund, LP [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | Maximum [Member] | ' | ' | ' |
Debt Instrument Increase Additional Borrowings | 7,000,000 | ' | ' |
TCA Global Credit Master Fund, LP [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | Second Amendment [Member] | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ' | ' |
Debt Instrument, Outstanding Amount | 2,210,798 | ' | ' |
Debt Instrument, Fee Amount | 330,000 | ' | ' |
Debt Instrument, Increase, Accrued Interest | 25,431 | ' | ' |
Amortization of Debt Discount (Premium) | 330,000 | ' | ' |
Debt Instrument, Unamortized Discount | 298,417 | ' | ' |
Debt Instrument, Frequency of Periodic Payment | 'monthly | ' | ' |
Debt Instrument, Date of First Required Payment | 31-Mar-14 | ' | ' |
Debt Instrument Maturity Period | 'October2014 | ' | ' |
Colgan Financial Group, Inc [Member] | Loan and Security Agreement [Member] | Promissory Note [Member] | ' | ' | ' |
Debt Instrument, Face Amount | $600,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' |
Accrued Liabilities, Current | $385,128 | $313,357 |
Due to Officers or Stockholders, Current | 184,016 | 116,255 |
MarkeTouch Media, Inc. [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 7.50% | 7.50% |
Revenue from Related Parties | 124,328 | 137,924 |
Stock Repurchased During Period, Value | 200,000 | ' |
Accrued Liabilities, Current | $23,000 | ' |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ' | ' |
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Stock Repurchased and Retired During Period, Shares | 75,000 | ' |
CONCENTRATIONS_Details_Textual
CONCENTRATIONS (Details Textual) (Customer Concentration Risk [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Sales Revenue, Services, Net [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 30.00% | 48.00% |
Accounts Receivable [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 71.00% | 43.00% |
INCOME_TAXES_Details
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Effective Income Tax Rate Reconciliation [Line Items] | ' | ' |
Income tax (benefit) computed at federal statutory tax rate | -34.00% | 34.00% |
State taxes, net of federal | -5.83% | 5.83% |
Permanent differences | 0.10% | 0.10% |
Change in valuation allowance | 39.73% | -11.18% |
Effective income tax rate | 0.00% | 28.75% |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Continuing operations | $0 | $632,514 |
Discontinued operations | 0 | -632,514 |
Total income tax expense | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Percentage Of Valuation Allowance | 100.00% | 100.00% |
Income Tax Examination, Penalties and Interest Expense | $0 | $0 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2013 |
Commitments And Contingencies [Line Items] | ' |
2014 | $420,058 |
2015 | 214,727 |
2016 | 189,123 |
2017 | 182,019 |
2018 | 0 |
Thereafter | 0 |
Total | $1,005,927 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments And Contingencies [Line Items] | ' | ' |
Loss Contingency, Loss in Period | $5,000,000 | ' |
Lease Expiration Period | '2017 | ' |
Operating Leases, Rent Expense, Net | $370,460 | $433,720 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Net sales | $1,017,932 | $1,424,931 |
Operating expenses | -3,097,661 | -3,006,216 |
Benefit from (provision for) income taxes | 0 | 632,514 |
Income (loss) from discontinued operations | ($2,079,729) | ($948,771) |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2010 | |
Subsequent Events [Line Items] | ' | ' | ' |
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | ' |
California United Bank [Member] | Promissory Note One [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | $500,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 5.75% |
California United Bank [Member] | Promissory Note Two [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | 1,250,000 | 1,250,000 | 1,250,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ' | 7.25% |
Debt Instrument, Maturity Date | 5-Mar-14 | ' | ' |
Subsequent Event [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Common Stock, Shares Authorized | 2,000,000 | ' | ' |
Subsequent Event [Member] | Divio Holdings Corporation [Member] | Unsecured Promissory Note [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 71.10% | ' | ' |
Debt Instrument, Face Amount | 1,350,000 | ' | ' |
Debt Instrument Maturity Period | 'September2014 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ' | ' |
Debt Instrument Penalty, Percentage | 30.00% | ' | ' |
Subsequent Event [Member] | California United Bank [Member] | Promissory Note Two [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | 1,250,000 | ' | ' |
Debt Instrument Maturity Period | 'October 2014 | ' | ' |
Subsequent Event [Member] | Opus Bank [Member] | Promissory Note [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | 2,000,000 | ' | ' |
Debt Instrument Maturity Period | 'May2017 | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 3,000,000 | ' | ' |
Debt Maturity Extension Conditioned Upon Minimum Gross Cash Proceeds | 1,650,000 | ' | ' |
Warrants Issued To Purchase Common Stock | 9,900 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $25.25 | ' | ' |
Subsequent Event [Member] | Colgan Financial Group, Inc [Member] | Convertible Promissory Note [Member] | ' | ' | ' |
Subsequent Events [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | 175,000 | ' | ' |
Debt Instrument, Payment Terms | 'The terms of the note require either i) a payment of $200,000 if the note is paid by June28, 2014 or ii) a payment of $225,000 if the note is paid after June28, 2014 | ' | ' |
Debt Instrument, Maturity Date | 27-Aug-14 | ' | ' |
Perferred Return Per Month | $10,000 | ' | ' |